Part I Company Voluntary Arrangements - The proposal - 1 Those who may propose an arrangement

Publication date: 25 Jul 1986

(1) The directors of a company [(other than one which is in administration or being wound up)] may make a proposal under this Part to the company and to its creditors for a composition in satisfaction of its debts or a scheme of arrangement of its affairs (from here on referred to, in either case, as a “voluntary arrangement”).
 
(2) A proposal under this Part is one which provides for some person (”the nominee”) to act in relation to the voluntary arrangement either as trustee or otherwise for the purpose of supervising its implementation; and the nominee must be a person who is qualified to act as an insolvency practitioner [or authorised to act as nominee, in relation to the voluntary arrangement].
 
(3) Such a proposal may also be made—
 
  [(a) where the company is in administration, by the administrator,] and
 
  (b) where the company is being wound up, by the liquidator.
 
[(4) In this Part "company" means—
 
  (a) a company within the meaning of section 735(1) of the Companies Act 1985,
 
  (b) a company incorporated in an EEA State other than the United Kingdom; or
 
  (c) a company not incorporated in an EEA State but having its centre of main interests in a member State other than Denmark.
 
(5) In subsection (4), in relation to a company, "centre of main interests" has the same meaning as in the EC Regulation and, in the absence of proof to the contrary, is presumed to be the place of its registered office (within the meaning of that Regulation).
 
(6) If a company incorporated outside the United Kingdom has a principal place of business in Northern Ireland, no proposal under this Part shall be made in relation to it unless it also has a principal place of business in England and Wales or Scotland (or both in England and Wales or Scotland).]
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 20.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-s (1): words “(other than one which is in administration or being wound up)” in square brackets substituted by the Enterprise Act 2002, s 248(3), Sch 17, paras 9, 10(a).
 
  Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
  Sub-s (2): words “or authorised to act as nominee, in relation to the voluntary arrangement” in square brackets substituted by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 2.
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 
  Sub-s (3): para (a) substituted by the Enterprise Act 2002, s 248(3), Sch 17, paras 9, 10(b).
 
  Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
  Sub-ss (4)–(6): substituted, for sub-s (4) as inserted by SI 2002/1240, regs 3, 4, by SI 2005/879, reg 2(1), (2).
 
  Date in force: 13 April 2005: see SI 2005/879, reg 1(1); for effect see reg 3 thereof.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3.
 

Part I Company Voluntary Arrangements - The proposal - [1A Moratorium]

Publication date: 25 Jul 1986

[(1) Where the directors of an eligible company intend to make a proposal for a voluntary arrangement, they may take steps to obtain a moratorium for the company.
 
(2) The provisions of Schedule A1 to this Act have effect with respect to—
 
 (a) companies eligible for a moratorium under this section,
 
 (b) the procedure for obtaining such a moratorium,
 
 (c) the effects of such a moratorium, and
 
 (d) the procedure applicable (in place of sections 2 to 6 and 7) in relation to the approval and implementation of a voluntary arrangement where such a moratorium is or has been in force.]
 
NOTES
 
Amendment
 
 Inserted by the Insolvency Act 2000, s 1, Sch 1, paras 1, 2.
 
 Date in force: 1 January 2003: see SI 2002/2711, art 2.
 
Modification
 
 The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 (as amended by SI 2005/1989, reg 3, Sch 2).
 

Part I Company Voluntary Arrangements - The proposal - 2 Procedure where nominee is not the liquidator or administrator

Publication date: 25 Jul 1986

(1) This section applies where the nominee under section 1 is not the liquidator or administrator of the company [and the directors do not propose to take steps to obtain a moratorium under section 1A for the company].
 
(2) The nominee shall, within 28 days (or such longer period as the court may allow) after he is given notice of the proposal for a voluntary arrangement, submit a report to the court stating—
 
  (a) [whether, in his opinion, the proposed voluntary arrangement has a reasonable prospect of being approved and implemented,
 
  (aa)] whether, in his opinion, meetings of the company and of its creditors should be summoned to consider the proposal, and
 
  (b) if in his opinion such meetings should be summoned, the date on which, and time and place at which, he proposes the meetings should be held.
 
(3) For the purposes of enabling the nominee to prepare his report, the person intending to make the proposal shall submit to the nominee—
 
  (a) a document setting out the terms of the proposed voluntary arrangement, and
 
  (b) a statement of the company's affairs containing—
 
  (i) such particulars of its creditors and of its debts and other liabilities and of its assets as may be prescribed, and
 
  (ii) such other information as may be prescribed.
 
[(4) The court may—
 
  (a) on an application made by the person intending to make the proposal, in a case where the nominee has failed to submit the report required by this section or has died, or
 
  (b) on an application made by that person or the nominee, in a case where it is impracticable or inappropriate for the nominee to continue to act as such,
 
direct that the nominee be replaced as such by another person qualified to act as an insolvency practitioner, or authorised to act as nominee, in relation to the voluntary arrangement.]
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 21.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-s (1): words from “and the directors” to “for the company” in square brackets inserted by the Insolvency Act 2000, s 1, Sch 1, paras 1, 3.
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2.
 
  Sub-s (2): in para (a) words from “whether, in his” to “approved and implemented,” and subsequent reference to “(aa)” in square brackets inserted by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 3(a).
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 
  Sub-s (4): substituted by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 3(b).
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 (as amended by SI 2005/1989, reg 3, Sch 2).
 

Part I Company Voluntary Arrangements - The proposal - 3 Summoning of meetings

Publication date: 25 Jul 1986

(1) Where the nominee under section 1 is not the liquidator or administrator, and it has been reported to the court that such meetings as are mentioned in section 2(2) should be summoned, the person making the report shall (unless the court otherwise directs) summon those meetings for the time, date and place proposed in the report.
 
(2) Where the nominee is the liquidator or administrator, he shall summon meetings of the company and of its creditors to consider the proposal for such a time, date and place as he thinks fit.
 
(3) The persons to be summoned to a creditors' meeting under this section are every creditor of the company of whose claim and address the person summoning the meeting is aware.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 22.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 (as amended by SI 2005/1989, reg 3, Sch 2).
 

Part I Company Voluntary Arrangements - Consideration and implementation of proposal - 4 Decisions of meetings

Publication date: 25 Jul 1986

(1) The meetings summoned under section 3 shall decide whether to approve the proposed voluntary arrangement (with or without modifications).
 
(2) The modifications may include one conferring the functions proposed to be conferred on the nominee on another person qualified to act as an insolvency practitioner [or authorised to act as nominee, in relation to the voluntary arrangement].
 
But they shall not include any modification by virtue of which the proposal ceases to be a proposal such as is mentioned in section 1.
 
(3) A meeting so summoned shall not approve any proposal or modification which affects the right of a secured creditor of the company to enforce his security, except with the concurrence of the creditor concerned.
 
(4) Subject as follows, a meeting so summoned shall not approve any proposal or modification under which—
 
  (a) any preferential debt of the company is to be paid otherwise than in priority to such of its debts as are not preferential debts, or
 
  (b) a preferential creditor of the company is to be paid an amount in respect of a preferential debt that bears to that debt a smaller proportion than is borne to another preferential debt by the amount that is to be paid in respect of that other debt.
 
However, the meeting may approve such a proposal or modification with the concurrence of the preferential creditor concerned.
 
(5) Subject as above, each of the meetings shall be conducted in accordance with the rules.
 
(6) After the conclusion of either meeting in accordance with the rules, the chairman of the meeting shall report the result of the meeting to the court, and, immediately after reporting to the court, shall give notice of the result of the meeting to such persons as may be prescribed.
 
(7) References in this section to preferential debts and preferential creditors are to be read in accordance with section 386 in Part XII of this Act.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 23(1)–(6), (7) (in part).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-s (2): words “or authorised to act as nominee, in relation to the voluntary arrangement” in square brackets substituted by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 4.
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3.
 
  Modified, in relation to a voluntary arrangement proposed under s 1 hereof in relation to a UK insurer, where that arrangement includes a composition in satisfaction of any insurance debts and a distribution to creditors of some or all of the assets of that insurer in the course of, or with a view to terminating the whole or any part of the business of that insurer, by the Insurers (Reorganisation and Winding Up) Regulations 2004, SI 2004/353, reg 33(1), (2).
 

Part I Company Voluntary Arrangements - Consideration and implementation of proposal - [4A Approval of arrangement]

Publication date: 25 Jul 1986

[(1) This section applies to a decision, under section 4, with respect to the approval of a proposed voluntary arrangement.
 
(2) The decision has effect if, in accordance with the rules—
 
 (a) it has been taken by both meetings summoned under section 3, or
 
 (b) (subject to any order made under subsection (4)) it has been taken by the creditors' meeting summoned under that section.
 
(3) If the decision taken by the creditors' meeting differs from that taken by the company meeting, a member of the company may apply to the court.
 
(4) An application under subsection (3) shall not be made after the end of the period of 28 days beginning with—
 
 (a) the day on which the decision was taken by the creditors' meeting, or
 
 (b) where the decision of the company meeting was taken on a later day, that day.
 
(5) Where a member of a regulated company, within the meaning given by paragraph 44 of Schedule A1, applies to the court under subsection (3), the Financial Services Authority is entitled to be heard on the application.
 
(6) On an application under subsection (3), the court may—
 
 (a) order the decision of the company meeting to have effect instead of the decision of the creditors' meeting, or
 
 (b) make such other order as it thinks fit.]
 
NOTES
 
Amendment
 
 Inserted by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 5.
 
 Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 
Modification
 
 The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 (as amended by SI 2005/1989, reg 3, Sch 2).
 

Part I Company Voluntary Arrangements - Consideration and implementation of proposal - 5 Effect of approval

Publication date: 25 Jul 1986

[(1) This section applies where a decision approving a voluntary arrangement has effect under section 4A.]
 
(2) The . . . voluntary arrangement—
 
  (a) takes effect as if made by the company at the creditors' meeting, and
 
  [(b) binds every person who in accordance with the rules—
 
  (i) was entitled to vote at that meeting (whether or not he was present or represented at it), or
 
  (ii) would have been so entitled if he had had notice of it,
 
  as if he were a party to the voluntary arrangement.
 
(2A) If—
 
  (a) when the arrangement ceases to have effect any amount payable under the arrangement to a person bound by virtue of subsection (2)(b)(ii) has not been paid, and
 
  (b) the arrangement did not come to an end prematurely,
 
the company shall at that time become liable to pay to that person the amount payable under the arrangement.]
 
(3) Subject as follows, if the company is being wound up or [is in administration], the court may do one or both of the following, namely—
 
  (a) by order stay or sist all proceedings in the winding up or [provide for the appointment of the administrator to cease to have effect];
 
  (b) give such directions with respect to the conduct of the winding up or the administration as it thinks appropriate for facilitating the implementation of the . . . voluntary arrangement.
 
(4) The court shall not make an order under subsection (3)(a)—
 
  (a) at any time before the end of the period of 28 days beginning with the first day on which each of the reports required by section 4(6) has been made to the court, or
 
  (b) at any time when an application under the next section or an appeal in respect of such an application is pending, or at any time in the period within which such an appeal may be brought.
 
[(5) Where the company is in energy administration, the court shall not make an order or give a direction under subsection (3) unless—
 
  (a) the court has given the Secretary of State or the Gas and Electricity Markets Authority a reasonable opportunity of making representations to it about the proposed order or direction; and
 
  (b) the order or direction is consistent with the objective of the energy administration.
 
(6) In subsection (5) “in energy administration” and “objective of the energy administration” are to be construed in accordance with Schedule B1 to this Act, as applied by Part 1 of Schedule 20 to the Energy Act 2004.]
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 24.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-s (1): substituted by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 6(a).
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 
  Sub-s (2): word omitted repealed by the Insolvency Act 2000, ss 2(a), 15(1), Sch 2, Pt I, paras 1, 6(b), Sch 5.
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 
  Sub-s (2): para (b) substituted, together with sub-s (2A), by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 6(c).
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 
  Sub-s (2A): substituted, together with sub-s (2)(b), for sub-s (2)(b) as originally enacted, by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 6(c).
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 
  Sub-s (3): words “is in administration” in square brackets substituted by the Enterprise Act 2002, s 248(3), Sch 17, paras 9, 11(a).
 
  Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
  Sub-s (3): in para (a) words “provide for the appointment of the administrator to cease to have effect” in square brackets substituted by the Enterprise Act 2002, s 248(3), Sch 17, paras 9, 11(b).
 
  Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
  Sub-s (3): in para (b) word omitted repealed by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 6(b), s 15(1), Sch 5.
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 
  Sub-ss (5), (6): inserted by the Energy Act 2004, s 159(1), Sch 20, Pt 4, para 43.
 
  Date in force: 5 October 2004: see SI 2004/2575, art 2(1), Sch 1.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 (as amended by SI 2005/1989, reg 3, Sch 2).
 

Part I Company Voluntary Arrangements - Consideration and implementation of proposal - 6 Challenge of decisions

Publication date: 25 Jul 1986

(1) Subject to this section, an application to the court may be made, by any of the persons specified below, on one or both of the following grounds, namely—
 
  (a) that a voluntary arrangement [which has effect under section 4A] unfairly prejudices the interests of a creditor, member or contributory of the company;
 
  (b) that there has been some material irregularity at or in relation to either of the meetings.
 
(2) The persons who may apply under [subsection (1)] are—
 
  (a) a person entitled, in accordance with the rules, to vote at either of the meetings;
 
  [(aa) a person who would have been entitled, in accordance with the rules, to vote at the creditors' meeting if he had had notice of it;]
 
  (b) the nominee or any person who has replaced him under section 2(4) or 4(2); and
 
  (c) if the company is being wound up or [is in administration], the liquidator or administrator.
 
[(2A) Subject to this section, where a voluntary arrangement in relation to a company in energy administration is approved at the meetings summoned under section 3, an application to the court may be made—
 
  (a) by the Secretary of State, or
 
  (b) with the consent of the Secretary of State, by the Gas and Electricity Markets Authority, on the ground that the voluntary arrangement is not consistent with the achievement of the objective of the energy administration.]
 
(3) An application under this section shall not be made[—
 
  (a)] after the end of the period of 28 days beginning with the first day on which each of the reports required by section 4(6) has been made to the court, [or
 
  (b) in the case of a person who was not given notice of the creditors' meeting, after the end of the period of 28 days beginning with the day on which he became aware that the meeting had taken place,
 
but (subject to that) an application made by a person within subsection (2)(aa) on the ground that the voluntary arrangement prejudices his interests may be made after the arrangement has ceased to have effect, unless it came to an end prematurely].
 
(4) Where on such an application the court is satisfied as to either of the grounds mentioned in subsection (1) [or, in the case of an application under subsection (2A), as to the ground mentioned in that subsection], it may do one or both of the following, namely—
 
  (a) revoke or suspend [any decision approving the voluntary arrangement which has effect under section 4A] or, in a case falling within subsection (1)(b), any [decision taken by the meeting in question which has effect under that section];
 
  (b) give a direction to any person for the summoning of further meetings to consider any revised proposal the person who made the original proposal may make or, in a case falling within subsection (1)(b), a further company or (as the case may be) creditors' meeting to reconsider the original proposal.
 
(5) Where at any time after giving a direction under subsection (4)(b) for the summoning of meetings to consider a revised proposal the court is satisfied that the person who made the original proposal does not intend to submit a revised proposal, the court shall revoke the direction and revoke or suspend any [decision approving the voluntary arrangement which has effect under section 4A].
 
(6) In a case where the court, on an application under this section with respect to any meeting—
 
  (a) gives a direction under subsection (4)(b), or
 
  (b) revokes or suspends an approval under subsection (4)(a) or (5),
 
the court may give such supplemental directions as it thinks fit and, in particular, directions with respect to things done [under the voluntary arrangement since it took effect].
 
(7) Except in pursuance of the preceding provisions of this section, [a decision taken] at a meeting summoned under section 3 is not invalidated by any irregularity at or in relation to the meeting.
 
[(8) In this section "in energy administration" and "objective of the energy administration" are to be construed in accordance with Schedule B1 to this Act, as applied by Part 1 of Schedule 20 to the Energy Act 2004.]
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 25.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-s (1): in para (a) words "which has effect under section 4A" in square brackets substituted by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 7(1), (2).
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 
  Sub-s (2): words "subsection (1)" in square brackets substituted by the Energy Act 2004, s 159(1), Sch 20, Pt 4, para 44(1), (2).
 
  Date in force: 5 October 2004: see SI 2004/2575, art 2(1), Sch 1.
 
  Sub-s (2): para (aa) inserted by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 7(1), (3).
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 
  Sub-s (2): in para (c) words "is in administration" in square brackets substituted by the Enterprise Act 2002, s 248(3), Sch 17, paras 9, 12.
 
  Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
  Sub-s (2A): inserted by the Energy Act 2004, s 159(1), Sch 20, Pt 4, para 44(1), (3).
 
  Date in force: 5 October 2004: see SI 2004/2575, art 2(1), Sch 1.
 
  Sub-s (3): reference to "—(a)" in square brackets inserted by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 7(1), (4)(a).
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 
  Sub-s (3): para (b) and word "or" immediately preceding it and words from "but (subject to that)" to "an end prematurely" in square brackets inserted by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 7(1), (4)(b).
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 
  Sub-s (4): words "or, in the case of an application under subsection (2A), as to the ground mentioned in that subsection" in square brackets inserted by the Energy Act 2004, s 159(1), Sch 20, Pt 4, para 44(1), (4).
 
  Date in force: 5 October 2004: see SI 2004/2575, art 2(1), Sch 1.
 
  Sub-s (4): in para (a) words "any decision approving the voluntary arrangement which has effect under section 4A" in square brackets substituted by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 7(1), (5)(a).
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 
  Sub-s (4): in para (a) words "decision taken by the meeting in question which has effect under that section" in square brackets substituted by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 7(1), (5)(b).
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 
  Sub-s (5): words "decision approving the voluntary arrangement which has effect under section 4A" in square brackets substituted by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 7(1), (6).
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 
  Sub-s (6): words "under the voluntary arrangement since it took effect" in square brackets substituted by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 7(1), (7).
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 
  Sub-s (7): words "a decision taken" in square brackets substituted by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 7(1), (8).
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 
  Sub-s (8): inserted by the Energy Act 2004, s 159(1), Sch 20, Pt 4, para 44(1), (5).
 
  Date in force: 5 October 2004: see SI 2004/2575, art 2(1), Sch 1.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 (as amended by SI 2005/1989, reg 3, Sch 2).
 

Part I Company Voluntary Arrangements - Consideration and implementation of proposal - [6A False representations, etc]

Publication date: 25 Jul 1986

[(1) If, for the purpose of obtaining the approval of the members or creditors of a company to a proposal for a voluntary arrangement, a person who is an officer of the company—
 
 (a) makes any false representation, or
 
 (b) fraudulently does, or omits to do, anything,
 
he commits an offence.
 
(2) Subsection (1) applies even if the proposal is not approved.
 
(3) For purposes of this section “officer” includes a shadow director.
 
(4) A person guilty of an offence under this section is liable to imprisonment or a fine, or both.]
 
NOTES
 
Amendment
 
 Inserted by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 8.
 
 Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 
Modification
 
 The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 (as amended by SI 2005/1989, reg 3, Sch 2).
 

Part I Company Voluntary Arrangements - Consideration and implementation of proposal - 7 Implementation of proposal

Publication date: 25 Jul 1986

(1) This section applies where a voluntary arrangement [has effect under section 4A].
 
(2) The person who is for the time being carrying out in relation to the voluntary arrangement the functions conferred—
 
  [(a) on the nominee by virtue of the approval given at one or both of the meetings summoned under section 3,]
 
  (b) by virtue of section 2(4) or 4(2) on a person other than the nominee,
 
shall be known as the supervisor of the voluntary arrangement.
 
(3) If any of the company's creditors or any other person is dissatisfied by any act, omission or decision of the supervisor, he may apply to the court; and on the application the court may—
 
  (a) confirm, reverse or modify any act or decision of the supervisor,
 
  (b) give him directions, or
 
  (c) make such other order as it thinks fit.
 
(4) The supervisor—
 
  (a) may apply to the court for directions in relation to any particular matter arising under the voluntary arrangement, and
 
  (b) is included among the persons who may apply to the court for the winding up of the company or for an administration order to be made in relation to it.
 
(5) The court may, whenever—
 
  (a) it is expedient to appoint a person to carry out the functions of the supervisor, and
 
  (b) it is inexpedient, difficult or impracticable for an appointment to be made without the assistance of the court,
 
make an order appointing a person who is qualified to act as an insolvency practitioner [or authorised to act as supervisor, in relation to the voluntary arrangement], either in substitution for the existing supervisor or to fill a vacancy.
 
(6) The power conferred by subsection (5) is exercisable so as to increase the number of persons exercising the functions of supervisor or, where there is more than one person exercising those functions, so as to replace one or more of those persons.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 26.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-s (1): words “has effect under section 4A” in square brackets substituted by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 9(a).
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 
  Sub-s (2): para (a) substituted by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 9(b).
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 
  Sub-s (5): words “or authorised to act as supervisor, in relation to the voluntary arrangement” in square brackets substituted by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 9(c).
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 (as amended by SI 2005/1989, reg 3, Sch 2).
 

Part I Company Voluntary Arrangements - Consideration and implementation of proposal - [7A Prosecution of delinquent officers of company]

Publication date: 25 Jul 1986

[(1) This section applies where a moratorium under section 1A has been obtained for a company or the approval of a voluntary arrangement in relation to a company has taken effect under section 4A or paragraph 36 of Schedule A1.
 
(2) If it appears to the nominee or supervisor that any past or present officer of the company has been guilty of any offence in connection with the moratorium or, as the case may be, voluntary arrangement for which he is criminally liable, the nominee or supervisor shall forthwith—
 
 (a) report the matter to the appropriate authority, and
 
 (b) provide the appropriate authority with such information and give the authority such access to and facilities for inspecting and taking copies of documents (being information or documents in the possession or under the control of the nominee or supervisor and relating to the matter in question) as the authority requires.
 
 In this subsection, “the appropriate authority” means—
 
 (i) in the case of a company registered in England and Wales, the Secretary of State, and
 
 (ii) in the case of a company registered in Scotland, the Lord Advocate.
 
(3) Where a report is made to the Secretary of State under subsection (2), he may, for the purpose of investigating the matter reported to him and such other matters relating to the affairs of the company as appear to him to require investigation, exercise any of the powers which are exercisable by inspectors appointed under section 431 or 432 of the Companies Act to investigate a company's affairs.
 
(4) For the purpose of such an investigation any obligation imposed on a person by any provision of the Companies Act to produce documents or give information to, or otherwise to assist, inspectors so appointed is to be regarded as an obligation similarly to assist the Secretary of State in his investigation.
 
(5) An answer given by a person to a question put to him in exercise of the powers conferred by subsection (3) may be used in evidence against him.
 
(6) However, in criminal proceedings in which that person is charged with an offence to which this subsection applies—
 
 (a) no evidence relating to the answer may be adduced, and
 
 (b) no question relating to it may be asked,
 
by or on behalf of the prosecution, unless evidence relating to it is adduced, or a question relating to it is asked, in the proceedings by or on behalf of that person.
 
(7) Subsection (6) applies to any offence other than—
 
 (a) an offence under section 2 or 5 of the Perjury Act 1911 (false statements made on oath otherwise than in judicial proceedings or made otherwise than on oath), or
 
 (b) an offence under section 44(1) or (2) of the Criminal Law (Consolidation) (Scotland) Act 1995 (false statements made on oath or otherwise than on oath).
 
(8) Where a prosecuting authority institutes criminal proceedings following any report under subsection (2), the nominee or supervisor, and every officer and agent of the company past and present (other than the defendant or defender), shall give the authority all assistance in connection with the prosecution which he is reasonably able to give.
 
For this purpose—
 
 ”agent” includes any banker or solicitor of the company and any person employed by the company as auditor, whether that person is or is not an officer of the company,
 
 ”prosecuting authority” means the Director of Public Prosecutions, the Lord Advocate or the Secretary of State.
 
(9) The court may, on the application of the prosecuting authority, direct any person referred to in subsection (8) to comply with that subsection if he has failed to do so.]
 
NOTES
 
Amendment
 
 Inserted by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 10.
 
 Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 

Part I Company Voluntary Arrangements - Consideration and implementation of proposal - [7B Arrangements coming to an end prematurely]

Publication date: 25 Jul 1986

[For the purposes of this Part, a voluntary arrangement the approval of which has taken effect under section 4A or paragraph 36 of Schedule A1 comes to an end prematurely if, when it ceases to have effect, it has not been fully implemented in respect of all persons bound by the arrangement by virtue of section 5(2)(b)(i) or, as the case may be, paragraph 37(2)(b)(i) of Schedule A1.]
 
NOTES
 
Amendment
 
 Inserted by the Insolvency Act 2000, s 2(a), Sch 2, Pt I, paras 1, 10.
 
 Date in force: 1 January 2003: see SI 2002/2711, art 2; for transitional provisions see art 3 thereof.
 

[Part II Administration]

Publication date: 25 Jul 1986

NOTES
 
Amendment
 
 Substituted by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
. . .
 
NOTES
 
Amendment
 
 Substituted by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
[8 Administration]
 
[Schedule B1 to this Act (which makes provision about the administration of companies) shall have effect.]
 
NOTES
 
Amendment
 
 Substituted, for ss 8–27 as originally enacted, by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
See Further
 
 See further, in relation to the amendment of this section in so far as it continues to have effect by virtue of the Enterprise Act 2002, s 249(1) or SI 2003/2093, art 3(2), (3): the Companies Act 2006 (Consequential Amendments etc) Order 2008, SI 2008/948, arts 3(1)(b), 6, 11, 12, Sch 1, Pt 2, para 101(1), (2).
 
9 . . .
 
. . .
 
NOTES
 
Amendment
 
 Substituted, together with ss 8, 10–27, by new s 8, by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
10 . . .
 
. . .
 
NOTES
 
Amendment
 
 Substituted, together with ss 8, 9, 11–27, by new s 8, by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
11 . . .
 
. . .
 
NOTES
 
Amendment
 
 Substituted, together with ss 8–10, 12–27, by new s 8, by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
12 . . .
 
. . .
 
NOTES
 
Amendment
 
 Substituted, together with ss 8–11, 13–27, by new s 8, by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
. . .
 
NOTES
 
Amendment
 
 Substituted by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
13 . . .
 
. . .
 
NOTES
 
Amendment
 
 Substituted, together with ss 8–12, 14–27, by new s 8, by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
14 . . .
 
. . .
 
NOTES
 
Amendment
 
 Substituted, together with ss 8–13, 15–27, by new s 8, by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
15 . . .
 
. . .
 
NOTES
 
Amendment
 
 Substituted, together with ss 8–14, 16–27, by new s 8, by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
16 . . .
 
. . .
 
NOTES
 
Amendment
 
 Substituted, together with ss 8–15, 17–27, by new s 8, by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
17 . . .
 
. . .
 
NOTES
 
Amendment
 
 Substituted, together with ss 8–16, 18–27, by new s 8, by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
18 . . .
 
. . .
 
NOTES
 
Amendment
 
 Substituted, together with ss 8–17, 19–27, by new s 8, by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
19 . . .
 
. . .
 
NOTES
 
Amendment
 
 Substituted, together with ss 8–18, 20–27, by new s 8, by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
20 . . .
 
. . .
 
NOTES
 
Amendment
 
 Substituted, together with ss 8–19, 21–27, by new s 8, by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
. . .
 
NOTES
 
Amendment
 
 Substituted by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
21 . . .
 
. . .
 
NOTES
 
Amendment
 
 Substituted, together with ss 8–20, 22–27, by new s 8, by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
22 . . .
 
. . .
 
NOTES
 
Amendment
 
 Substituted, together with ss 8–21, 23–27, by new s 8, by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
. . .
 
NOTES
 
Amendment
 
 Substituted by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
23 . . .
 
. . .
 
NOTES
 
Amendment
 
 Substituted, together with ss 8–22, 24–27, by new s 8, by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
24 . . .
 
. . .
 
NOTES
 
Amendment
 
 Substituted, together with ss 8–23, 25–27, by new s 8, by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
25 . . .
 
. . .
 
NOTES
 
Amendment
 
 Substituted, together with ss 8–24, 26, 27, by new s 8, by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
. . .
 
NOTES
 
Amendment
 
 Substituted by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
26 . . .
 
. . .
 
NOTES
 
Amendment
 
 Substituted, together with ss 8–25, 27, by new s 8, by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
27 . . .
 
. . .
 
NOTES
 
Amendment
 
 Substituted, together with ss 8–26, by new s 8, by the Enterprise Act 2002, s 248(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
See Further
 
 See further, in relation to the application of this section, in so far as it continues to have effect by virtue of SI 2003/2093, art 3(1), (2)(a), (3), with modifications, for the purposes of the Railway (Licensing of Railway Undertakings) Regulations 2005: the Railway (Licensing of Railway Undertakings) Regulations 2005, SI 2005/3050, reg 14, Sch 3, Pt 1, para 1(a), Pt 2, para 2.
 
 See further, in relation to the amendment of this section in so far as it continues to have effect by virtue of the Enterprise Act 2002, s 249(1) or SI 2003/2093, art 3(2), (3): the Companies Act 2006 (Consequential Amendments etc) Order 2008, SI 2008/948, arts 3(1)(b), 6, 11, 12, Sch 1, Pt 2, para 101(1), (3).
 

Part III Receivership - Chapter I - Receivers and Managers (England and Wales) - Preliminary and general provisions - 28 Extent of this Chapter

Publication date: 25 Jul 1986

This Chapter does not apply to receivers appointed under Chapter II of this Part (Scotland).
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 488, and the Insolvency Act 1985, s 45(1).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 

Part III Receivership - Chapter I - Receivers and Managers (England and Wales) - Preliminary and general provisions - 29 Definitions

Publication date: 25 Jul 1986

(1) It is hereby declared that, except where the context otherwise requires—
 
  (a) any reference in the Companies Act or this Act to a receiver or manager of the property of a company, or to a receiver of it, includes a receiver or manager, or (as the case may be) a receiver of part only of that property and a receiver only of the income arising from the property or from part of it; and
 
  (b) any reference in the Companies Act or this Act to the appointment of a receiver or manager under powers contained in an instrument includes an appointment made under powers which, by virtue of any enactment, are implied in and have effect as if contained in an instrument.
 
(2) In this Chapter “administrative receiver” means—
 
  (a) a receiver or manager of the whole (or substantially the whole) of a company's property appointed by or on behalf of the holders of any debentures of the company secured by a charge which, as created, was a floating charge, or by such a charge and one or more other securities; or
 
  (b) a person who would be such a receiver or manager but for the appointment of some other person as the receiver of part of the company's property.
 
NOTES
 
Derivation
 
  Sub-s (1) derived from the Companies Act 1985, s 500; sub-s (2) derived from the Insolvency Act 1985, s 45(2).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 

Part III Receivership - Chapter I - Receivers and Managers (England and Wales) - Preliminary and general provisions - 30 Disqualification of body corporate from acting as receiver

Publication date: 25 Jul 1986

A body corporate is not qualified for appointment as receiver of the property of a company, and any body corporate which acts as such a receiver is liable to a fine.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 489.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 

Part III Receivership - Chapter I - Receivers and Managers (England and Wales) - Preliminary and general provisions - [31 Disqualification of bankrupt [ or person in respect of whom a debt relief order is made ]]

Publication date: 25 Jul 1986

[(1) A person commits an offence if he acts as receiver or manager of the property of a company on behalf of debenture holders while—
 
  (a) he is an undischarged bankrupt,
 
  [(aa) a moratorium period under a debt relief order applies in relation to him,] or
 
  (b) a bankruptcy restrictions order [or a debt relief restrictions order] is in force in respect of him.
 
(2) A person guilty of an offence under subsection (1) shall be liable to imprisonment, a fine or both.
 
(3) This section does not apply to a receiver or manager acting under an appointment made by the court.]
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 490.
 
Amendment
 
  Substituted by the Enterprise Act 2002, s 257(3), Sch 21, para 1.
 
  Date in force: 1 April 2004: see SI 2003/2093, art 2(2), Sch 2; for transitional provisions see the Enterprise Act 2002, s 256(2), Sch 19 (as amended by SI 2003/2096, art 3).
 
  Section heading: words "or person in respect of whom a debt relief order is made" in square brackets inserted by the Tribunals, Courts and Enforcement Act 2007, s 108(3), Sch 20, Pt 1, paras 1, 2(2).
 
  Date in force: to be appointed: see the Tribunals, Courts and Enforcement Act 2007, s 148(2).
 
  Sub-s (1): para (aa) inserted by the Tribunals, Courts and Enforcement Act 2007, s 108(3), Sch 20, Pt 1, paras 1, 2(1)(a).
 
  Date in force: to be appointed: see the Tribunals, Courts and Enforcement Act 2007, s 148(2).
 
  Sub-s (1): in para (b) words "or a debt relief restrictions order" in square brackets inserted by the Tribunals, Courts and Enforcement Act 2007, s 108(3), Sch 20, Pt 1, paras 1, 2(b).
 
  Date in force: to be appointed: see the Tribunals, Courts and Enforcement Act 2007, s 148(2).
 

Part III Receivership - Chapter I - Receivers and Managers (England and Wales) - Preliminary and general provisions - 32 Power for court to appoint official receiver

Publication date: 25 Jul 1986

Where application is made to the court to appoint a receiver on behalf of the debenture holders or other creditors of a company which is being wound up by the court, the official receiver may be appointed.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 491.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 

Part III Receivership - Chapter I - Receivers and Managers (England and Wales) - Receivers and managers appointed out of court - 33 Time for which appointment is effective

Publication date: 25 Jul 1986

(1) The appointment of a person as a receiver or manager of a company's property under powers contained in an instrument—
 
  (a) is of no effect unless it is accepted by that person before the end of the business day next following that on which the instrument of appointment is received by him or on his behalf, and
 
  (b) subject to this, is deemed to be made at the time at which the instrument of appointment is so received.
 
(2) This section applies to the appointment of two or more persons as joint receivers or managers of a company's property under powers contained in an instrument, subject to such modifications as may be prescribed by the rules.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 46.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 

Part III Receivership - Chapter I - Receivers and Managers (England and Wales) - Receivers and managers appointed out of court - 34 Liability for invalid appointment

Publication date: 25 Jul 1986

Where the appointment of a person as the receiver or manager of a company's property under powers contained in an instrument is discovered to be invalid (whether by virtue of the invalidity of the instrument or otherwise), the court may order the person by whom or on whose behalf the appointment was made to indemnify the person appointed against any liability which arises solely by reason of the invalidity of the appointment.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 47.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 

Part III Receivership - Chapter I - Receivers and Managers (England and Wales) - Receivers and managers appointed out of court - 35 Application to court for directions

Publication date: 25 Jul 1986

(1) A receiver or manager of the property of a company appointed under powers contained in an instrument, or the persons by whom or on whose behalf a receiver or manager has been so appointed, may apply to the court for directions in relation to any particular matter arising in connection with the performance of the functions of the receiver or manager.
 
(2) On such an application, the court may give such directions, or may make such order declaring the rights of persons before the court or otherwise, as it thinks just.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 492(1), (2), and the Insolvency Act 1985, Sch 6, para 16(2).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 

Part III Receivership - Chapter I - Receivers and Managers (England and Wales) - Receivers and managers appointed out of court - 36 Court's power to fix remuneration

Publication date: 25 Jul 1986

(1) The court may, on an application made by the liquidator of a company, by order fix the amount to be paid by way of remuneration to a person who, under powers contained in an instrument, has been appointed receiver or manager of the company's property.
 
(2) The court's power under subsection (1), where no previous order has been made with respect thereto under the subsection—
 
  (a) extends to fixing the remuneration for any period before the making of the order or the application for it,
 
  (b) is exercisable notwithstanding that the receiver or manager has died or ceased to act before the making of the order or the application, and
 
  (c) where the receiver or manager has been paid or has retained for his remuneration for any period before the making of the order any amount in excess of that so fixed for that period, extends to requiring him or his personal representatives to account for the excess or such part of it as may be specified in the order.
 
But the power conferred by paragraph (c) shall not be exercised as respects any period before the making of the application for the order under this section, unless in the court's opinion there are special circumstances making it proper for the power to be exercised.
 
(3) The court may from time to time on an application made either by the liquidator or by the receiver or manager, vary or amend an order made under subsection (1).
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 494.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 

Part III Receivership - Chapter I - Receivers and Managers (England and Wales) - Receivers and managers appointed out of court - 37 Liability for contracts, etc

Publication date: 25 Jul 1986

(1) A receiver or manager appointed under powers conferred in an instrument (other than an administrative receiver) is, to the same extent as if he had been appointed by order of the court—
 
  (a) personally liable on any contract entered into by him in the performance of his functions (except in so far as the contract otherwise provides) and on any contract of employment adopted by him in the performance of those functions, and
 
  (b) entitled in respect of that liability to indemnity out of the assets.
 
(2) For the purposes of subsection (1)(a), the receiver or manager is not to be taken to have adopted a contract of employment by reason of anything done or omitted to be done within 14 days after his appointment.
 
(3) Subsection (1) does not limit any right to indemnity which the receiver or manager would have apart from it, nor limit his liability on contracts entered into without authority, nor confer any right to indemnity in respect of that liability.
 
(4) Where at any time the receiver or manager so appointed vacates office—
 
  (a) his remuneration and any expenses properly incurred by him, and
 
  (b) any indemnity to which he is entitled out of the assets of the company,
 
shall be charged on and paid out of any property of the company which is in his custody or under his control at that time in priority to any charge or other security held by the person by or on whose behalf he was appointed.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 492(3), and the Insolvency Act 1985, Sch 6, para 16(3), (4).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 

Part III Receivership - Chapter I - Receivers and Managers (England and Wales) - Receivers and managers appointed out of court - 38 Receivership accounts to be delivered to registrar

Publication date: 25 Jul 1986

(1) Except in the case of an administrative receiver, every receiver or manager of a company's property who has been appointed under powers contained in an instrument shall deliver to the registrar of companies for registration the requisite accounts of his receipts and payments.
 
(2) The accounts shall be delivered within one month (or such longer period as the registrar may allow) after the expiration of 12 months from the date of his appointment and of every subsequent period of 6 months, and also within one month after he ceases to act as receiver or manager.
 
(3) The requisite accounts shall be an abstract in the prescribed form showing—
 
  (a) receipts and payments during the relevant period of 12 or 6 months, or
 
  (b) where the receiver or manager ceases to act, receipts and payments during the period from the end of the period of 12 or 6 months to which the last preceding abstract related (or, if no preceding abstract has been delivered under this section, from the date of his appointment) up to the date of his so ceasing, and the aggregate amount of receipts and payments during all preceding periods since his appointment.
 
(4) In this section “prescribed” means prescribed by regulations made by statutory instrument by the Secretary of State.
 
(5) A receiver or manager who makes default in complying with this section is liable to a fine and, for continued contravention, to a daily default fine.
 
NOTES
 
Derivation
 
  Sub-ss (1)–(3), (5) derived from the Companies Act 1985, s 498, and the Insolvency Act 1985, Sch 6, para 17.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 

Part III Receivership - Chapter I - Receivers and Managers (England and Wales) - Provisions applicable to every receivership - 39 Notification that receiver or manager appointed

Publication date: 25 Jul 1986

(1) When a receiver or manager of the property of a company has been appointed, every invoice, order for goods or business letter issued by or on behalf of the company or the receiver or manager or the liquidator of the company, being a document on or in which the company's name appears, shall contain a statement that a receiver or manager has been appointed.
 
(2) If default is made in complying with this section, the company and any of the following persons, who knowingly and wilfully authorises or permits the default, namely, any officer of the company, any liquidator of the company and any receiver or manager, is liable to a fine.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 493.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 

Part III Receivership - Chapter I - Receivers and Managers (England and Wales) - Provisions applicable to every receivership - 40 Payment of debts out of assets subject to floating charge

Publication date: 25 Jul 1986

(1) The following applies, in the case of a company, where a receiver is appointed on behalf of the holders of any debentures of the company secured by a charge which, as created, was a floating charge.
 
(2) If the company is not at the time in course of being wound up, its preferential debts (within the meaning given to that expression by section 386 in Part XII) shall be paid out of the assets coming to the hands of the receiver in priority to any claims for principal or interest in respect of the debentures.
 
(3) Payments made under this section shall be recouped, as far as may be, out of the assets of the company available for payment of general creditors.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 196 (in part), and the Insolvency Act 1985, Sch 6, para 15(2), (3).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
See Further
 
See further, in relation to the disapplication of this section, in respect of regulated covered bonds: the Regulated Covered Bonds Regulations 2008, SI 2008/346, reg 46, Schedule, Pt 1, para 2(1).
 

Part III Receivership - Chapter I - Receivers and Managers (England and Wales) - Provisions applicable to every receivership - 41 Enforcement of duty to make returns

Publication date: 25 Jul 1986

(1) If a receiver or manager of a company's property—
 
  (a) having made default in filing, delivering or making any return, account or other document, or in giving any notice, which a receiver or manager is by law required to file, deliver, make or give, fails to make good the default within 14 days after the service on him of a notice requiring him to do so, or
 
  (b) having been appointed under powers contained in an instrument, has, after being required at any time by the liquidator of the company to do so, failed to render proper accounts of his receipts and payments and to vouch them and pay over to the liquidator the amount properly payable to him,
 
the court may, on an application made for the purpose, make an order directing the receiver or manager (as the case may be) to make good the default within such time as may be specified in the order.
 
(2) In the case of the default mentioned in subsection (1)(a), application to the court may be made by any member or creditor of the company or by the registrar of companies; and in the case of the default mentioned in subsection (1)(b), the application shall be made by the liquidator.
 
In either case the court's order may provide that all costs of and incidental to the application shall be borne by the receiver or manager, as the case may be.
 
(3) Nothing in this section prejudices the operation of any enactment imposing penalties on receivers in respect of any such default as is mentioned in subsection (1).
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 499.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 

Part III Receivership - Chapter I - Receivers and Managers (England and Wales) - Administrative receivers: general - 42 General powers

Publication date: 25 Jul 1986

(1) The powers conferred on the administrative receiver of a company by the debentures by virtue of which he was appointed are deemed to include (except in so far as they are inconsistent with any of the provisions of those debentures) the powers specified in Schedule 1 to this Act.
 
(2) In the application of Schedule 1 to the administrative receiver of a company—
 
  (a) the words “he” and “him” refer to the administrative receiver, and
 
  (b) references to the property of the company are to the property of which he is or, but for the appointment of some other person as the receiver of part of the company's property, would be the receiver or manager.
 
(3) A person dealing with the administrative receiver in good faith and for value is not concerned to inquire whether the receiver is acting within his powers.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 48.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 

Part III Receivership - Chapter I - Receivers and Managers (England and Wales) - Administrative receivers: general - 43 Power to dispose of charged property, etc

Publication date: 25 Jul 1986

(1) Where, on an application by the administrative receiver, the court is satisfied that the disposal (with or without other assets) of any relevant property which is subject to a security would be likely to promote a more advantageous realisation of the company's assets than would otherwise be effected, the court may by order authorise the administrative receiver to dispose of the property as if it were not subject to the security.
 
(2) Subsection (1) does not apply in the case of any security held by the person by or on whose behalf the administrative receiver was appointed, or of any security to which a security so held has priority.
 
(3) It shall be a condition of an order under this section that—
 
  (a) the net proceeds of the disposal, and
 
  (b) where those proceeds are less than such amount as may be determined by the court to be the net amount which would be realised on a sale of the property in the open market by a willing vendor, such sums as may be required to make good the deficiency,
 
shall be applied towards discharging the sums secured by the security.
 
(4) Where a condition imposed in pursuance of subsection (3) relates to two or more securities, that condition shall require the net proceeds of the disposal and, where paragraph (b) of that subsection applies, the sums mentioned in that paragraph to be applied towards discharging the sums secured by those securities in the order of their priorities.
 
(5) An office copy of an order under this section shall, within 14 days of the making of the order, be sent by the administrative receiver to the registrar of companies.
 
(6) If the administrative receiver without reasonable excuse fails to comply with subsection (5), he is liable to a fine and, for continued contravention, to a daily default fine.
 
(7) In this section “relevant property”, in relation to the administrative receiver, means the property of which he is or, but for the appointment of some other person as the receiver of part of the company's property, would be the receiver or manager.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 49.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Extent
 
  This section does not extend to Scotland: see s 440(2)(a).
 
See Further
 
  See further, in relation to market charges: the Companies Act 1989, s 175, and SI 1991/880, reg 15.
 
  See further, in relation to the disapplication of this section, in respect of regulated covered bonds: the Regulated Covered Bonds Regulations 2008, SI 2008/346, reg 46, Schedule, Pt 1, para 2(1).
 

Part III Receivership - Chapter I - Receivers and Managers (England and Wales) - Administrative receivers: general - 44 Agency and liability for contracts

Publication date: 25 Jul 1986

(1) The administrative receiver of a company—
 
  (a) is deemed to be the company's agent, unless and until the company goes into liquidation;
 
  (b) is personally liable on any contract entered into by him in the carrying out of his functions (except in so far as the contract otherwise provides) and[, to the extent of any qualifying liability,] on any contract of employment adopted by him in the carrying out of those functions; and
 
  (c) is entitled in respect of that liability to an indemnity out of the assets of the company.
 
(2) For the purposes of subsection (1)(b) the administrative receiver is not to be taken to have adopted a contract of employment by reason of anything done or omitted to be done within 14 days after his appointment.
 
[(2A) For the purposes of subsection (1)(b), a liability under a contract of employment is a qualifying liability if—
 
  (a) it is a liability to pay a sum by way of wages or salary or contribution to an occupational pension scheme,
 
  (b) it is incurred while the administrative receiver is in office, and
 
  (c) it is in respect of services rendered wholly or partly after the adoption of the contract.
 
(2B) Where a sum payable in respect of a liability which is a qualifying liability for the purposes of subsection (1)(b) is payable in respect of services rendered partly before and partly after the adoption of the contract, liability under subsection (1)(b) shall only extend to so much of the sum as is payable in respect of services rendered after the adoption of the contract.
 
(2C) For the purposes of subsections (2A) and (2B)—
 
  (a) wages or salary payable in respect of a period of holiday or absence from work through sickness or other good cause are deemed to be wages or (as the case may be) salary in respect of services rendered in that period, and
 
  (b) a sum payable in lieu of holiday is deemed to be wages or (as the case may be) salary in respect of services rendered in the period by reference to which the holiday entitlement arose.
 
(2D) In subsection (2C)(a), the reference to wages or salary payable in respect of a period of holiday includes any sums which, if they had been paid, would have been treated for the purposes of the enactments relating to social security as earnings in respect of that period.]
 
(3) This section does not limit any right to indemnity which the administrative receiver would have apart from it, nor limit his liability on contracts entered into or adopted without authority, nor confer any right to indemnity in respect of that liability.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 50.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-s (1): words in square brackets inserted in relation to contracts of employment adopted on or after 15 March 1994, by the Insolvency Act 1994, s 2(2).
 
  Sub-ss (2A)–(2D): inserted in relation to contracts of employment adopted on or after 15 March 1994, by the Insolvency Act 1994, s 2(3).
 

Part III Receivership - Chapter I - Receivers and Managers (England and Wales) - Administrative receivers: general - 45 Vacation of office

Publication date: 25 Jul 1986

(1) An administrative receiver of a company may at any time be removed from office by order of the court (but not otherwise) and may resign his office by giving notice of his resignation in the prescribed manner to such persons as may be prescribed.
 
(2) An administrative receiver shall vacate office if he ceases to be qualified to act as an insolvency practitioner in relation to the company.
 
(3) Where at any time an administrative receiver vacates office—
 
  (a) his remuneration and any expenses properly incurred by him, and
 
  (b) any indemnity to which he is entitled out of the assets of the company,
 
shall be charged on and paid out of any property of the company which is in his custody or under his control at that time in priority to any security held by the person by or on whose behalf he was appointed.
 
(4) Where an administrative receiver vacates office otherwise than by death, he shall, within 14 days after his vacation of office, send a notice to that effect to the registrar of companies.
 
(5) If an administrative receiver without reasonable excuse fails to comply with subsection (4), he is liable to a fine and, for continued contravention, to a daily default fine.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 51.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-s (5): words in italics prospectively repealed by the Companies Act 1989, ss 107, 212, Sch 16, para 3(3), Sch 24, as from a day to be appointed.
 

Part III Receivership - Chapter I - Receivers and Managers (England and Wales) - Administrative receivers: ascertainment and investigation of company's affairs - 46 Information to be given by administrative receiver

Publication date: 25 Jul 1986

(1) Where an administrative receiver is appointed, he shall—
 
  (a) forthwith send to the company and publish in the prescribed manner a notice of his appointment, and
 
  (b) within 28 days after his appointment, unless the court otherwise directs, send such a notice to all the creditors of the company (so far as he is aware of their addresses).
 
(2) This section and the next do not apply in relation to the appointment of an administrative receiver to act—
 
  (a) with an existing administrative receiver, or
 
  (b) in place of an administrative receiver dying or ceasing to act,
 
except that, where they apply to an administrative receiver who dies or ceases to act before they have been fully complied with, the references in this section and the next to the administrative receiver include (subject to the next subsection) his successor and any continuing administrative receiver.
 
(3) If the company is being wound up, this section and the next apply notwithstanding that the administrative receiver and the liquidator are the same person, but with any necessary modifications arising from that fact.
 
(4) If the administrative receiver without reasonable excuse fails to comply with this section, he is liable to a fine and, for continued contravention, to a daily default fine.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 52.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 

Part III Receivership - Chapter I - Receivers and Managers (England and Wales) - Administrative receivers: ascertainment and investigation of company's affairs - 47 Statement of affairs to be submitted

Publication date: 25 Jul 1986

(1) Where an administrative receiver is appointed, he shall forthwith require some or all of the persons mentioned below to make out and submit to him a statement in the prescribed form as to the affairs of the company.
 
(2) A statement submitted under this section shall be verified by affidavit by the persons required to submit it and shall show—
 
  (a) particulars of the company's assets, debts and liabilities;
 
  (b) the names and addresses of its creditors;
 
  (c) the securities held by them respectively;
 
  (d) the dates when the securities were respectively given; and
 
  (e) such further or other information as may be prescribed.
 
(3) The persons referred to in subsection (1) are—
 
  (a) those who are or have been officers of the company;
 
  (b) those who have taken part in the company's formation at any time within one year before the date of the appointment of the administrative receiver;
 
  (c) those who are in the company's employment, or have been in its employment within that year, and are in the administrative receiver's opinion capable of giving the information required;
 
  (d) those who are or have been within that year officers of or in the employment of a company which is, or within that year was, an officer of the company.
 
In this subsection “employment” includes employment under a contract for services.
 
(4) Where any persons are required under this section to submit a statement of affairs to the administrative receiver, they shall do so (subject to the next subsection) before the end of the period of 21 days beginning with the day after that on which the prescribed notice of the requirement is given to them by the administrative receiver.
 
(5) The administrative receiver, if he thinks fit, may—
 
  (a) at any time release a person from an obligation imposed on him under subsection (1) or (2), or
 
  (b) either when giving notice under subsection (4) or subsequently, extend the period so mentioned;
 
and where the administrative receiver has refused to exercise a power conferred by this subsection, the court, if it thinks fit, may exercise it.
 
(6) If a person without reasonable excuse fails to comply with any obligation imposed under this section, he is liable to a fine and, for continued contravention, to a daily default fine.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 53.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 

Part III Receivership - Chapter I - Receivers and Managers (England and Wales) - Administrative receivers: ascertainment and investigation of company's affairs - 48 Report by administrative receiver

Publication date: 25 Jul 1986

(1) Where an administrative receiver is appointed, he shall, within 3 months (or such longer period as the court may allow) after his appointment, send to the registrar of companies, to any trustees for secured creditors of the company and (so far as he is aware of their addresses) to all such creditors a report as to the following matters, namely—
 
  (a) the events leading up to his appointment, so far as he is aware of them;
 
  (b) the disposal or proposed disposal by him of any property of the company and the carrying on or proposed carrying on by him of any business of the company;
 
  (c) the amounts of principal and interest payable to the debenture holders by whom or on whose behalf he was appointed and the amounts payable to preferential creditors; and
 
  (d) the amount (if any) likely to be available for the payment of other creditors.
 
(2) The administrative receiver shall also, within 3 months (or such longer period as the court may allow) after his appointment, either—
 
  (a) send a copy of the report (so far as he is aware of their addresses) to all unsecured creditors of the company; or
 
  (b) publish in the prescribed manner a notice stating an address to which unsecured creditors of the company should write for copies of the report to be sent to them free of charge,
 
and (in either case), unless the court otherwise directs, lay a copy of the report before a meeting of the company's unsecured creditors summoned for the purpose on not less than 14 days' notice.
 
(3) The court shall not give a direction under subsection (2) unless—
 
  (a) the report states the intention of the administrative receiver to apply for the direction, and
 
  (b) a copy of the report is sent to the persons mentioned in paragraph (a) of that subsection, or a notice is published as mentioned in paragraph (b) of that subsection, not less than 14 days before the hearing of the application.
 
(4) Where the company has gone or goes into liquidation, the administrative receiver—
 
  (a) shall, within 7 days after his compliance with subsection (1) or, if later, the nomination or appointment of the liquidator, send a copy of the report to the liquidator, and
 
  (b) where he does so within the time limited for compliance with subsection (2), is not required to comply with that subsection.
 
(5) A report under this section shall include a summary of the statement of affairs made out and submitted to the administrative receiver under section 47 and of his comments (if any) upon it.
 
(6) Nothing in this section is to be taken as requiring any such report to include any information the disclosure of which would seriously prejudice the carrying out by the administrative receiver of his functions.
 
(7) Section 46(2) applies for the purposes of this section also.
 
(8) If the administrative receiver without reasonable excuse fails to comply with this section, he is liable to a fine and, for continued contravention, to a default fine.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 54.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 

Part III Receivership - Chapter I - Receivers and Managers (England and Wales) - Administrative receivers: ascertainment and investigation of company's affairs - 49 Committee of creditors

Publication date: 25 Jul 1986

(1) Where a meeting of creditors is summoned under section 48, the meeting may, if it thinks fit, establish a committee (”the creditors' committee”) to exercise the functions conferred on it by or under this Act.
 
(2) If such a committee is established, the committee may, on giving not less than 7 days' notice, require the administrative receiver to attend before it at any reasonable time and furnish it with such information relating to the carrying out by him of his functions as it may reasonably require.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 55.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 

Part III Receivership - Chapter II Receivers (Scotland) - 50 Extent of this Chapter

Publication date: 02 Feb 2005

This Chapter extends to Scotland only.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 487.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part III Receivership - Chapter II Receivers (Scotland) - 51 Power to appoint receiver

Publication date: 02 Feb 2005

(1) It is competent under the law of Scotland for the holder of a floating charge over all or any part of the property (including uncalled capital), which may from time to time be comprised in the property and undertaking of an incorporated company (whether a company within the meaning of the Companies Act or not) which the Court of Session has jurisdiction to wind up, to appoint a receiver of such part of the property of the company as is subject to the charge.
 
(2) It is competent under the law of Scotland for the court, on the application of the holder of such a floating charge, to appoint a receiver of such part of the property of the company as is subject to the charge.
 
[(2A) Subsections (1) and (2) are subject to section 72A.]
 
(3) The following are disqualified from being appointed as receiver—
 
  (a) a body corporate;
 
  (b) an undischarged bankrupt;
 
  [(ba) a person subject to a bankruptcy restrictions order;] and
 
  (c) a firm according to the law of Scotland.
 
(4) A body corporate or a firm according to the law of Scotland which acts as a receiver is liable to a fine.
 
(5) An undischarged bankrupt [or a person subject to a bankruptcy restrictions order] who so acts is liable to imprisonment or a fine, or both.
 
(6) In this section, “receiver” includes joint receivers[; and
 
"bankruptcy restrictions order" means—
 
  (a) a bankruptcy restrictions order made under section 56A of the Bankruptcy (Scotland) Act 1985 (c 66);
 
  (b) a bankruptcy restrictions undertaking entered into under section 56G of that Act;
 
  (c) a bankruptcy restrictions order made under paragraph 1 of Schedule 4A to this Act; or
 
  (d) a bankruptcy restrictions undertaking entered into under paragraph 7 of that Schedule].
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 467.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-s (2A): inserted by the Enterprise Act 2002, s 248(3), Sch 17, paras 9, 13.
 
  Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
  Sub-s (3): para (ba) inserted by the Bankruptcy and Diligence etc (Scotland) Act 2007, s 3(1), (2).
 
  Date in force: to be appointed: see the Bankruptcy and Diligence etc (Scotland) Act 2007, s 227(3).
 
  Sub-s (5): words "or a person subject to a bankruptcy restrictions order" in square brackets inserted by the Bankruptcy and Diligence etc (Scotland) Act 2007, s 3(1), (3).
 
  Date in force: to be appointed: see the Bankruptcy and Diligence etc (Scotland) Act 2007, s 227(3).
 
  Sub-s (6): definition "bankruptcy restrictions order" and word "; and" immediately preceding it inserted by the Bankruptcy and Diligence etc (Scotland) Act 2007, s 3(1), (4).
 
  Date in force: to be appointed: see the Bankruptcy and Diligence etc (Scotland) Act 2007, s 227(3).
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part III Receivership - Chapter II Receivers (Scotland) - 52 Circumstances justifying appointment

Publication date: 02 Feb 2005

(1) A receiver may be appointed under section 51(1) by the holder of the floating charge on the occurrence of any event which, by the provisions of the instrument creating the charge, entitles the holder of the charge to make that appointment and, in so far as not otherwise provided for by the instrument, on the occurrence of any of the following events, namely—
 
  (a) the expiry of a period of 21 days after the making of a demand for payment of the whole or any part of the principal sum secured by the charge, without payment having been made;
 
  (b) the expiry of a period of 2 months during the whole of which interest due and payable under the charge has been in arrears;
 
  (c) the making of an order or the passing of a resolution to wind up the company;
 
  (d) the appointment of a receiver by virtue of any other floating charge created by the company.
 
(2) A receiver may be appointed by the court under section 51(2) on the occurrence of any event which, by the provisions of the instrument creating the floating charge, entitles the holder of the charge to make that appointment and, in so far as not otherwise provided for by the instrument, on the occurrence of any of the following events, namely—
 
  (a) where the court, on the application of the holder of the charge, pronounces itself satisfied that the position of the holder of the charge is likely to be prejudiced if no such appointment is made;
 
  (b) any of the events referred to in paragraphs (a) to (c) of subsection (1).
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 468.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part III Receivership - Chapter II Receivers (Scotland) - 53 Mode of appointment by holder of charge

Publication date: 02 Feb 2005

(1) The appointment of a receiver by the holder of the floating charge under section 51(1) shall be by means of [an instrument subscribed in accordance with the Requirements of Writing (Scotland) Act 1995] (”the instrument of appointment”), a copy (certified in the prescribed manner to be a correct copy) whereof shall be delivered by or on behalf of the person making the appointment to the registrar of companies for registration within 7 days of its execution and shall be accompanied by a notice in the prescribed form.
 
(2) If any person without reasonable excuse makes default in complying with the requirements of subsection (1), he is liable to a fine and, for continued contravention, to a daily default fine.
 
(3) . . .
 
[(4) If the receiver is to be appointed by the holders of a series of secured debentures, the instrument of appointment may be executed on behalf of the holders of the floating charge by any person authorised by resolution of the debenture-holders to execute the instrument.]
 
(5) On receipt of the certified copy of the instrument of appointment in accordance with subsection (1), the registrar shall, on payment of the prescribed fee, enter the particulars of the appointment in the register of charges.
 
(6) The appointment of a person as a receiver by an instrument of appointment in accordance with subsection (1)—
 
  (a) is of no effect unless it is accepted by that person before the end of the business day next following that on which the instrument of appointment is received by him or on his behalf, and
 
  (b) subject to paragraph (a), is deemed to be made on the day on and at the time at which the instrument of appointment is so received, as evidenced by a written docquet by that person or on his behalf;
 
and this subsection applies to the appointment of joint receivers subject to such modifications as may be prescribed.
 
(7) On the appointment of a receiver under this section, the floating charge by virtue of which he was appointed attaches to the property then subject to the charge; and such attachment has effect as if the charge was a fixed security over the property to which it has attached.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 469, and the Insolvency Act 1985, s 56 (in part).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-s (1): words in square brackets substituted by the Requirements of Writing (Scotland) Act 1995, s 14(1), Sch 4, para 58.
 
  Sub-s (2): words in italics prospectively repealed by the Companies Act 1989, ss 107, 212, Sch 16, para 3(3), Sch 24, as from a day to be appointed.
 
  Sub-s (3): repealed by the Law Reform (Miscellaneous Provisions) (Scotland) Act 1990, s 74, Sch 8, Part II, para 35, Sch 9.
 
  Sub-s (4): substituted by the Requirements of Writing (Scotland) Act 1995, s 14(1), Sch 4, para 58.
 
Modification
 
  Modified with respect to the requirements necessary for a valid appointment of joint receivers by the Receivers (Scotland) Regulations 1986, SI 1986/1917, reg 5.
 
  Anything directed to be done, or which may be done, to or by the registrar of companies in Scotland by virtue of sub-s (1) above, or the assistant registrar of friendly societies for Scotland by virtue of that subsection as applied in relation to friendly societies, industrial and provident societies or building societies, shall, or (as the case may be) may, also be done to or by the Accountant in Bankruptcy: see the Scotland Act 1998, s 125, Sch 8, para 23(2), (3).
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part III Receivership - Chapter II Receivers (Scotland) - 54 Appointment by court

Publication date: 02 Feb 2005

(1) Application for the appointment of a receiver by the court under section 51(2) shall be by petition to the court, which shall be served on the company.
 
(2) On such an application, the court shall, if it thinks fit, issue an interlocutor making the appointment of the receiver.
 
(3) A copy (certified by the clerk of the court to be a correct copy) of the court's interlocutor making the appointment shall be delivered by or on behalf of the petitioner to the registrar of companies for registration, accompanied by a notice in the prescribed form, within 7 days of the date of the interlocutor or such longer period as the court may allow.
 
If any person without reasonable excuse makes default in complying with the requirements of this subsection, he is liable to a fine and, for continued contravention, to a daily default fine.
 
(4) On receipt of the certified copy interlocutor in accordance with subsection (3), the registrar shall, on payment of the prescribed fee, enter the particulars of the appointment in the register of charges.
 
(5) The receiver is to be regarded as having been appointed on the date of his being appointed by the court.
 
(6) On the appointment of a receiver under this section, the floating charge by virtue of which he was appointed attaches to the property then subject to the charge; and such attachment has effect as if the charge were a fixed security over the property to which it has attached.
 
(7) In making rules of court for the purposes of this section, the Court of Session shall have regard to the need for special provision for cases which appear to the court to require to be dealt with as a matter of urgency.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 470.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-s (3): words in italics prospectively repealed by the Companies Act 1989, ss 107, 212, Sch 16, para 3(2), Sch 24, as from a day to be appointed.
 
Modification
 
  Anything directed to be done, or which may be done, to or by the registrar of companies in Scotland by virtue of sub-s (3) above, or the assistant registrar of friendly societies for Scotland by virtue of that subsection as applied in relation to friendly societies, industrial and provident societies or building societies, shall, or (as the case may be) may, also be done to or by the Accountant in Bankruptcy: see the Scotland Act 1998, s 125, Sch 8, para 23(2), (3).
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part III Receivership - Chapter II Receivers (Scotland) - 55 Powers of receiver

Publication date: 02 Feb 2005

(1) Subject to the next subsection, a receiver has in relation to such part of the property of the company as is attached by the floating charge by virtue of which he was appointed, the powers, if any, given to him by the instrument creating that charge.
 
(2) In addition, the receiver has under this Chapter the powers as respects that property (in so far as these are not inconsistent with any provision contained in that instrument) which are specified in Schedule 2 to this Act.
 
(3) Subsections (1) and (2) apply—
 
  (a) subject to the rights of any person who has effectually executed diligence on all or any part of the property of the company prior to the appointment of the receiver, and
 
  (b) subject to the rights of any person who holds over all or any part of the property of the company a fixed security or floating charge having priority over, or ranking pari passu with, the floating charge by virtue of which the receiver was appointed.
 
(4) A person dealing with a receiver in good faith and for value is not concerned to enquire whether the receiver is acting within his powers.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 471, and the Insolvency Act 1985, s 57.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part III Receivership - Chapter II Receivers (Scotland) - 56 Precedence among receivers

Publication date: 02 Feb 2005

(1) Where there are two or more floating charges subsisting over all or any part of the property of the company, a receiver may be appointed under this Chapter by virtue of each such charge; but a receiver appointed by, or on the application of, the holder of a floating charge having priority of ranking over any other floating charge by virtue of which a receiver has been appointed has the powers given to a receiver by section 55 and Schedule 2 to the exclusion of any other receiver.
 
(2) Where two or more floating charges rank with one another equally, and two or more receivers have been appointed by virtue of such charges, the receivers so appointed are deemed to have been appointed as joint receivers.
 
(3) Receivers appointed, or deemed to have been appointed, as joint receivers shall act jointly unless the instrument of appointment or respective instruments of appointment otherwise provide.
 
(4) Subject to subsection (5) below, the powers of a receiver appointed by, or on the application of, the holder of a floating charge are suspended by, and as from the date of, the appointment of a receiver by, or on the application of, the holder of a floating charge having priority of ranking over that charge to such extent as may be necessary to enable the receiver second mentioned to exercise his powers under section 55 and Schedule 2; and any powers so suspended take effect again when the floating charge having priority of ranking ceases to attach to the property then subject to the charge, whether such cessation is by virtue of section 62(6) or otherwise.
 
(5) The suspension of the powers of a receiver under subsection (4) does not have the effect of requiring him to release any part of the property (including any letters or documents) of the company from his control until he receives from the receiver superseding him a valid indemnity (subject to the limit of the value of such part of the property of the company as is subject to the charge by virtue of which he was appointed) in respect of any expenses, charges and liabilities he may have incurred in the performance of his functions as receiver.
 
(6) The suspension of the powers of a receiver under subsection (4) does not cause the floating charge by virtue of which he was appointed to cease to attach to the property to which it attached by virtue of section 53(7) or 54(6).
 
(7) Nothing in this section prevents the same receiver being appointed by virtue of two or more floating charges.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 472.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part III Receivership - Chapter II Receivers (Scotland) - 57 Agency and liability of receiver for contracts

Publication date: 02 Feb 2005

(1) A receiver is deemed to be the agent of the company in relation to such property of the company as is attached by the floating charge by virtue of which he was appointed.
 
[(1A) Without prejudice to subsection (1), a receiver is deemed to be the agent of the company in relation to any contract of employment adopted by him in the carrying out of his functions.]
 
(2) A receiver (including a receiver whose powers are subsequently suspended under section 56) is personally liable on any contract entered into by him in the performance of his functions, except in so far as the contract otherwise provides, and[, to the extent of any qualifying liability,] on any contract of employment adopted by him in the carrying out of those functions.
 
[(2A) For the purposes of subsection (2), a liability under a contract of employment is a qualifying liability if—
 
  (a) it is a liability to pay a sum by way of wages or salary or contribution to an occupational pension scheme,
 
  (b) it is incurred while the receiver is in office, and
 
  (c) it is in respect of services rendered wholly or partly after the adoption of the contract.
 
(2B) Where a sum payable in respect of a liability which is a qualifying liability for the purposes of subsection (2) is payable in respect of services rendered partly before and partly after the adoption of the contract, liability under that subsection shall only extend to so much of the sum as is payable in respect of services rendered after the adoption of the contract.
 
(2C) For the purposes of subsections (2A) and (2B)—
 
  (a) wages or salary payable in respect of a period of holiday or absence from work through sickness or other good cause are deemed to be wages or (as the case may be) salary in respect of services rendered in that period, and
 
  (b) a sum payable in lieu of holiday is deemed to be wages or (as the case may be) salary in respect of services rendered in the period by reference to which the holiday entitlement arose.
 
(2D) In subsection (2C)(a), the reference to wages or salary payable in respect of a period of holiday includes any sums which, if they had been paid, would have been treated for the purposes of the enactments relating to social security as earnings in respect of that period.]
 
(3) A receiver who is personally liable by virtue of subsection (2) is entitled to be indemnified out of the property in respect of which he was appointed.
 
(4) Any contract entered into by or on behalf of the company prior to the appointment of a receiver continues in force (subject to its terms) notwithstanding that appointment, but the receiver does not by virtue only of his appointment incur any personal liability on any such contract.
 
(5) For the purposes of subsection (2), a receiver is not to be taken to have adopted a contract of employment by reason of anything done or omitted to be done within 14 days after his appointment.
 
(6) This section does not limit any right to indemnity which the receiver would have apart from it, nor limit his liability on contracts entered into or adopted without authority, nor confer any right to indemnity in respect of that liability.
 
(7) Any contract entered into by a receiver in the performance of his functions continues in force (subject to its terms) although the powers of the receiver are subsequently suspended under section 56.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 473, and the Insolvency Act 1985, s 58.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-ss (1A), (2A)–(2D): inserted in relation to contracts of employment adopted on or after 15 March 1994, by the Insolvency Act 1994, s 3(2), (4).
 
  Sub-s (2): words in square brackets inserted in relation to contracts of employment adopted on or after 15 March 1994, by the Insolvency Act 1994, s 3(3).
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part III Receivership - Chapter II Receivers (Scotland) - 58 Remuneration of receiver

Publication date: 02 Feb 2005

(1) The remuneration to be paid to a receiver is to be determined by agreement between the receiver and the holder of the floating charge by virtue of which he was appointed.
 
(2) Where the remuneration to be paid to the receiver has not been determined under subsection (1), or where it has been so determined but is disputed by any of the persons mentioned in paragraphs (a) to (d) below, it may be fixed instead by the Auditor of the Court of Session on application made to him by—
 
  (a) the receiver;
 
  (b) the holder of any floating charge or fixed security over all or any part of the property of the company;
 
  (c) the company; or
 
  (d) the liquidator of the company.
 
(3) Where the receiver has been paid or has retained for his remuneration for any period before the remuneration has been fixed by the Auditor of the Court of Session under subsection (2) any amount in excess of the remuneration so fixed for that period, the receiver or his personal representatives shall account for the excess.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 474.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part III Receivership - Chapter II Receivers (Scotland) - 59 Priority of debts

Publication date: 02 Feb 2005

(1) Where a receiver is appointed and the company is not at the time of the appointment in course of being wound up, the debts which fall under subsection (2) of this section shall be paid out of any assets coming to the hands of the receiver in priority to any claim for principal or interest by the holder of the floating charge by virtue of which the receiver was appointed.
 
(2) Debts falling under this subsection are preferential debts (within the meaning given by section 386 in Part XII) which, by the end of a period of 6 months after advertisement by the receiver for claims in the Edinburgh Gazette and in a newspaper circulating in the district where the company carries on business either—
 
  (i) have been intimated to him, or
 
  (ii) have become known to him.
 
(3) Any payments made under this section shall be recouped as far as may be out of the assets of the company available for payment of ordinary creditors.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 475, and the Insolvency Act 1985, Sch 6, para 20(2).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 

Part III Receivership - Chapter II Receivers (Scotland) - 60 Distribution of moneys

Publication date: 02 Feb 2005

(1) Subject to the next section, and to the rights of any of the following categories of persons (which rights shall, except to the extent otherwise provided in any instrument, have the following order of priority), namely—
 
  (a) the holder of any fixed security which is over property subject to the floating charge and which ranks prior to, or pari passu with, the floating charge;
 
  (b) all persons who have effectually executed diligence on any part of the property of the company which is subject to the charge by virtue of which the receiver was appointed;
 
  (c) creditors in respect of all liabilities, charges and expenses incurred by or on behalf of the receiver;
 
  (d) the receiver in respect of his liabilities, expenses and remuneration, and any indemnity to which he is entitled out of the property of the company; and
 
  (e) the preferential creditors entitled to payment under section 59,
 
the receiver shall pay moneys received by him to the holder of the floating charge by virtue of which the receiver was appointed in or towards satisfaction of the debt secured by the floating charge.
 
(2) Any balance of moneys remaining after the provisions of subsection (1) and section 61 below have been satisfied shall be paid in accordance with their respective rights and interests to the following persons, as the case may require—
 
  (a) any other receiver;
 
  (b) the holder of a fixed security which is over property subject to the floating charge;
 
  (c) the company or its liquidator, as the case may be.
 
(3) Where any question arises as to the person entitled to a payment under this section, or where a receipt or a discharge of a security cannot be obtained in respect of any such payment, the receiver shall consign the amount of such payment in any joint stock bank of issue in Scotland in name of the Accountant of Court for behoof of the person or persons entitled thereto.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 476, and the Insolvency Act 1985, Sch 6, para 21.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part III Receivership - Chapter II Receivers (Scotland) - 61 Disposal of interest in property

Publication date: 02 Feb 2005

(1) Where the receiver sells or disposes, or is desirous of selling or disposing, of any property or interest in property of the company which is subject to the floating charge by virtue of which the receiver was appointed and which is—
 
  (a) subject to any security or interest of, or burden or encumbrance in favour of, a creditor the ranking of which is prior to, or pari passu with, or postponed to the floating charge, or
 
  (b) property or an interest in property affected or attached by effectual diligence executed by any person,
 
and the receiver is unable to obtain the consent of such creditor or, as the case may be, such person to such a sale or disposal, the receiver may apply to the court for authority to sell or dispose of the property or interest in property free of such security, interest, burden, encumbrance or diligence.
 
[(1A) For the purposes of subsection (1) above, an inhibition which takes effect after the creation of the floating charge by virtue of which the receiver was appointed is not an effectual diligence.]
 
[(1B) For the purposes of subsection (1) above, an arrestment is an effectual diligence only where it is executed before the floating charge, by virtue of which the receiver was appointed, attaches to the property comprised in the company's property and undertaking.]
 
(2) Subject to the next subsection, on such an application the court may, if it thinks fit, authorise the sale or disposal of the property or interest in question free of such security, interest, burden, encumbrance or diligence, and such authorisation may be on such terms or conditions as the court thinks fit.
 
(3) In the case of an application where a fixed security over the property or interest in question which ranks prior to the floating charge has not been met or provided for in full, the court shall not authorise the sale or disposal of the property or interest in question unless it is satisfied that the sale or disposal would be likely to provide a more advantageous realisation of the company's assets than would otherwise be effected.
 
(4) It shall be a condition of an authorisation to which subsection (3) applies that—
 
  (a) the net proceeds of the disposal, and
 
  (b) where those proceeds are less than such amount as may be determined by the court to be the net amount which would be realised on a sale of the property or interest in the open market by a willing seller, such sums as may be required to make good the deficiency,
 
shall be applied towards discharging the sums secured by the fixed security.
 
(5) Where a condition imposed in pursuance of subsection (4) relates to two or more such fixed securities, that condition shall require the net proceeds of the disposal and, where paragraph (b) of that subsection applies, the sums mentioned in that paragraph to be applied towards discharging the sums secured by those fixed securities in the order of their priorities.
 
(6) A copy of an authorisation under subsection (2) certified by the clerk of court shall, within 14 days of the granting of the authorisation, be sent by the receiver to the registrar of companies.
 
(7) If the receiver without reasonable excuse fails to comply with subsection (6), he is liable to a fine and, for continued contravention, to a daily default fine.
 
(8) Where any sale or disposal is effected in accordance with the authorisation of the court under subsection (2), the receiver shall grant to the purchaser or disponee an appropriate document of transfer or conveyance of the property or interest in question, and that document has the effect, or, where recording, intimation or registration of that document is a legal requirement for completion of title to the property or interest, then that recording, intimation or registration (as the case may be) has the effect, of—
 
  (a) disencumbering the property or interest of the security, interest, burden or encumbrance affecting it, and
 
  (b) freeing the property or interest from the diligence executed upon it.
 
(9) Nothing in this section prejudices the right of any creditor of the company to rank for his debt in the winding up of the company.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 477, and the Insolvency Act 1985, s 59.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-s (1A): inserted by the Bankruptcy and Diligence etc (Scotland) Act 2007, s 155(1), (2).
 
  Date in force: to be appointed: see the Bankruptcy and Diligence etc (Scotland) Act 2007, s 227(3).
 
  Sub-s (1B): inserted by the Bankruptcy and Diligence etc (Scotland) Act 2007, s 226(1), Sch 5, para 14(1), (2).
 
  Date in force: to be appointed: see the Bankruptcy and Diligence etc (Scotland) Act 2007, s 227(3).
 
Modification
 
  Anything directed to be done, or which may be done, to or by the registrar of companies in Scotland by virtue of sub-s (6) above, or the assistant registrar of friendly societies for Scotland by virtue of that subsection as applied in relation to friendly societies, industrial and provident societies or building societies, shall, or (as the case may be) may, also be done to or by the Accountant in Bankruptcy: see the Scotland Act 1998, s 125, Sch 8, para 23(2), (3).
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 
See Further
 
  See further, in relation to market charges: the Companies Act 1989, s 175, and SI 1991/880, reg 15.
 

Part III Receivership - Chapter II Receivers (Scotland) - 62 Cessation of appointment of receiver

Publication date: 25 Jul 1986

(1) A receiver may be removed from office by the court under subsection (3) below and may resign his office by giving notice of his resignation in the prescribed manner to such persons as may be prescribed.
 
(2) A receiver shall vacate office if he ceases to be qualified to act as an insolvency practitioner in relation to the company.
 
(3) Subject to the next subsection, a receiver may, on application to the court by the holder of the floating charge by virtue of which he was appointed, be removed by the court on cause shown.
 
(4) Where at any time a receiver vacates office—
 
  (a) his remuneration and any expenses properly incurred by him, and
 
  (b) any indemnity to which he is entitled out of the property of the company,
 
shall be paid out of the property of the company which is subject to the floating charge and shall have priority as provided for in section 60(1).
 
(5) When a receiver ceases to act as such otherwise than by death he shall, and, when a receiver is removed by the court, the holder of the floating charge by virtue of which he was appointed shall, within 14 days of the cessation or removal (as the case may be) give the registrar of companies notice to that effect, and the registrar shall enter the notice in the register of charges.
 
If the receiver or the holder of the floating charge (as the case may require) makes default in complying with the requirements of this subsection, he is liable to a fine and, for continued contravention, to a daily default fine.
 
(6) If by the expiry of a period of one month following upon the removal of the receiver or his ceasing to act as such no other receiver has been appointed, the floating charge by virtue of which the receiver was appointed—
 
  (a) thereupon ceases to attach to the property then subject to the charge, and
 
  (b) again subsists as a floating charge;
 
and for the purposes of calculating the period of one month under this subsection no account shall be taken of any period during which [the company is in administration,] under Part II of this Act . . ..
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 478, and the Insolvency Act 1985, s 60, Sch 6, para 13.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-s (5): words in italics prospectively repealed by the Companies Act 1989, ss 107, 212, Sch 16, para 3(3), Sch 24, as from a day to be appointed.
 
  Sub-s (6): words “the company is in administration,” in square brackets substituted by SI 2003/2096, art 4, Schedule, Pt 1, paras 8, 9(a).
 
  Date in force: 15 September 2003 (except in relation to any case where a petition for an administration order was presented before that date): see SI 2003/2096, arts 1(1), 6.
 
  Sub-s (6): words omitted repealed by SI 2003/2096, art 4, Schedule, Pt 1, paras 8, 9(b).
 
  Date in force: 15 September 2003 (except in relation to any case where a petition for an administration order was presented before that date): see SI 2003/2096, arts 1(1), 6.
 
Modification
 
  Anything directed to be done, or which may be done, relating to the giving of notice, to or by the registrar of companies in Scotland by virtue of sub-s (5) above, or the assistant registrar of friendly societies for Scotland by virtue of that subsection as applied in relation to friendly societies, industrial and provident societies or building societies, shall, or (as the case may be) may, also be done to or by the Accountant in Bankruptcy: see the Scotland Act 1998, s 125, Sch 8, para 23(2), (3).
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part III Receivership - Chapter II Receivers (Scotland) - 63 Powers of court

Publication date: 25 Jul 1986

(1) The court on the application of—
 
  (a) the holder of a floating charge by virtue of which a receiver was appointed, or
 
  (b) a receiver appointed under section 51,
 
may give directions to the receiver in respect of any matter arising in connection with the performance by him of his functions.
 
(2) Where the appointment of a person as a receiver by the holder of a floating charge is discovered to be invalid (whether by virtue of the invalidity of the instrument or otherwise), the court may order the holder of the floating charge to indemnify the person appointed against any liability which arises solely by reason of the invalidity of the appointment.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 479, and the Insolvency Act 1985, s 61.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part III Receivership - Chapter II Receivers (Scotland) - 64 Notification that receiver appointed

Publication date: 25 Jul 1986

(1) Where a receiver has been appointed, every invoice, order for goods or business letter issued by or on behalf of the company or the receiver or the liquidator of the company, being a document on or in which the name of the company appears, shall contain a statement that a receiver has been appointed.
 
(2) If default is made in complying with the requirements of this section, the company and any of the following persons who knowingly and wilfully authorises or permits the default, namely any officer of the company, any liquidator of the company and any receiver, is liable to a fine.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 480.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part III Receivership - Chapter II Receivers (Scotland) - 65 Information to be given by receiver

Publication date: 25 Jul 1986

(1) Where a receiver is appointed, he shall—
 
  (a) forthwith send to the company and publish notice of his appointment, and
 
  (b) within 28 days after his appointment, unless the court otherwise directs, send such notice to all the creditors of the company (so far as he is aware of their addresses).
 
(2) This section and the next do not apply in relation to the appointment of a receiver to act—
 
  (a) with an existing receiver, or
 
  (b) in place of a receiver who has died or ceased to act,
 
except that, where they apply to a receiver who dies or ceases to act before they have been fully complied with, the references in this section and the next to the receiver include (subject to subsection (3) of this section) his successor and any continuing receiver.
 
(3) If the company is being wound up, this section and the next apply notwithstanding that the receiver and the liquidator are the same person, but with any necessary modifications arising from that fact.
 
(4) If a person without reasonable excuse fails to comply with this section, he is liable to a fine and, for continued contravention, to a daily default fine.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 481, and the Insolvency Act 1985, s 62.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part III Receivership - Chapter II Receivers (Scotland) - 66 Company's statement of affairs

Publication date: 25 Jul 1986

(1) Where a receiver of a company is appointed, the receiver shall forthwith require some or all of the persons mentioned in subsection (3) below to make out and submit to him a statement in the prescribed form as to the affairs of the company.
 
(2) A statement submitted under this section shall be verified by affidavit by the persons required to submit it and shall show—
 
  (a) particulars of the company's assets, debts and liabilities;
 
  (b) the names and addresses of its creditors;
 
  (c) the securities held by them respectively;
 
  (d) the dates when the securities were respectively given; and
 
  (e) such further or other information as may be prescribed.
 
(3) The persons referred to in subsection (1) are—
 
  (a) those who are or have been officers of the company;
 
  (b) those who have taken part in the company's formation at any time within one year before the date of the appointment of the receiver;
 
  (c) those who are in the company's employment or have been in its employment within that year, and are in the receiver's opinion capable of giving the information required;
 
  (d) those who are or have been within that year officers of or in the employment of a company which is, or within that year was, an officer of the company.
 
In this subsection “employment” includes employment under a contract for services.
 
(4) Where any persons are required under this section to submit a statement of affairs to the receiver they shall do so (subject to the next subsection) before the end of the period of 21 days beginning with the day after that on which the prescribed notice of the requirement is given to them by the receiver.
 
(5) The receiver, if he thinks fit, may—
 
  (a) at any time release a person from an obligation imposed on him under subsection (1) or (2), or
 
  (b) either when giving the notice mentioned in subsection (4) or subsequently extend the period so mentioned,
 
and where the receiver has refused to exercise a power conferred by this subsection, the court, if it thinks fit, may exercise it.
 
(6) If a person without reasonable excuse fails to comply with any obligation imposed under this section, he is liable to a fine and, for continued contravention, to a daily default fine.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 482, and the Insolvency Act 1985, s 63.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part III Receivership - Chapter II Receivers (Scotland) - 67 Report by receiver

Publication date: 25 Jul 1986

(1) Where a receiver is appointed under section 51, he shall within 3 months (or such longer period as the court may allow) after his appointment, send to the registrar of companies, to the holder of the floating charge by virtue of which he was appointed and to any trustees for secured creditors of the company and (so far as he is aware of their addresses) to all such creditors a report as to the following matters, namely—
 
  (a) the events leading up to his appointment, so far as he is aware of them;
 
  (b) the disposal or proposed disposal by him of any property of the company and the carrying on or proposed carrying on by him of any business of the company;
 
  (c) the amounts of principal and interest payable to the holder of the floating charge by virtue of which he was appointed and the amounts payable to preferential creditors; and
 
  (d) the amount (if any) likely to be available for the payment of other creditors.
 
(2) The receiver shall also, within 3 months (or such longer period as the court may allow) after his appointment, either—
 
  (a) send a copy of the report (so far as he is aware of their addresses) to all unsecured creditors of the company, or
 
  (b) publish in the prescribed manner a notice stating an address to which unsecured creditors of the company should write for copies of the report to be sent to them free of charge,
 
and (in either case), unless the court otherwise directs, lay a copy of the report before a meeting of the company's unsecured creditors summoned for the purpose on not less than 14 days' notice.
 
(3) The court shall not give a direction under subsection (2) unless—
 
  (a) the report states the intention of the receiver to apply for the direction; and
 
  (b) a copy of the report is sent to the persons mentioned in paragraph (a) of that subsection, or a notice is published as mentioned in paragraph (b) of that subsection, not less than 14 days before the hearing of the application.
 
(4) Where the company has gone or goes into liquidation, the receiver—
 
  (a) shall, within 7 days after his compliance with subsection (1) or, if later, the nomination or appointment of the liquidator, send a copy of the report to the liquidator, and
 
  (b) where he does so within the time limited for compliance with subsection (2), is not required to comply with that subsection.
 
(5) A report under this section shall include a summary of the statement of affairs made out and submitted under section 66 and of his comments (if any) on it.
 
(6) Nothing in this section shall be taken as requiring any such report to include any information the disclosure of which would seriously prejudice the carrying out by the receiver of his functions.
 
(7) Section 65(2) applies for the purposes of this section also.
 
(8) If a person without reasonable excuse fails to comply with this section, he is liable to a fine and, for continued contravention, to a daily default fine.
 
(9) In this section “secured creditor”, in relation to a company, means a creditor of the company who holds in respect of his debt a security over property of the company, and “unsecured creditor” shall be construed accordingly.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 482A, and the Insolvency Act 1985, s 64.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Anything directed to be done, or which may be done, to or by the registrar of companies in Scotland by virtue of sub-s (1) above, or the assistant registrar of friendly societies for Scotland by virtue of that subsection as applied in relation to friendly societies, industrial and provident societies or building societies, shall, or (as the case may be) may, also be done to or by the Accountant in Bankruptcy: see the Scotland Act 1998, s 125, Sch 8, para 23(2), (3).
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part III Receivership - Chapter II Receivers (Scotland) - 68 Committee of creditors

Publication date: 25 Jul 1986

(1) Where a meeting of creditors is summoned under section 67, the meeting may, if it thinks fit, establish a committee (”the creditors' committee”) to exercise the functions conferred on it by or under this Act.
 
(2) If such a committee is established, the committee may on giving not less than 7 days' notice require the receiver to attend before it at any reasonable time and furnish it with such information relating to the carrying out by him of his functions as it may reasonably require.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 482B, and the Insolvency Act 1985, s 65.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part III Receivership - Chapter II Receivers (Scotland) - 69 Enforcement of receiver's duty to make returns, etc

Publication date: 25 Jul 1986

(1) If any receiver—
 
  (a) having made default in filing, delivering or making any return, account or other document, or in giving any notice, which a receiver is by law required to file, deliver, make or give, fails to make good the default within 14 days after the service on him of a notice requiring him to do so; or
 
  (b) has, after being required at any time by the liquidator of the company so to do, failed to render proper accounts of his receipts and payments and to vouch the same and to pay over to the liquidator the amount properly payable to him,
 
the court may, on an application made for the purpose, make an order directing the receiver to make good the default within such time as may be specified in the order.
 
(2) In the case of any such default as is mentioned in subsection (1)(a), an application for the purposes of this section may be made by any member or creditor of the company or by the registrar of companies; and, in the case of any such default as is mentioned in subsection (1)(b), the application shall be made by the liquidator; and, in either case, the order may provide that all expenses of and incidental to the application shall be borne by the receiver.
 
(3) Nothing in this section prejudices the operation of any enactments imposing penalties on receivers in respect of any such default as is mentioned in subsection (1).
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 483.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Anything directed to be done, or which may be done, to or by the registrar of companies in Scotland by virtue of sub-s (2) above, or the assistant registrar of friendly societies for Scotland by virtue of that subsection as applied in relation to friendly societies, industrial and provident societies or building societies, shall, or (as the case may be) may, also be done to or by the Accountant in Bankruptcy: see the Scotland Act 1998, s 125, Sch 8, para 23(2), (3).
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part III Receivership - Chapter II Receivers (Scotland) - 70 Interpretation for Chapter II

Publication date: 25 Jul 1986

(1) In this Chapter, unless the contrary intention appears, the following expressions have the following meanings respectively assigned to them—
 
  ”company” means an incorporated company (whether or not a company within the meaning of the Companies Act) which the Court of Session has jurisdiction to wind up;
 
  ”fixed security”, in relation to any property of a company, means any security, other than a floating charge or a charge having the nature of a floating charge, which on the winding up of the company in Scotland would be treated as an effective security over that property, and (without prejudice to that generality) includes a security over that property, being a heritable security within the meaning of the Conveyancing and Feudal Reform (Scotland) Act 1970;
 
  ”instrument of appointment” has the meaning given by section 53(1);
 
  ”prescribed” means prescribed by regulations made under this Chapter by the Secretary of State;
 
  ”receiver” means a receiver of such part of the property of the company as is subject to the floating charge by virtue of which he has been appointed under section 51;
 
  ”register of charges” means the register kept by the registrar of companies for the purposes of Chapter II of Part XII of the Companies Act;
 
  ”secured debenture” means a bond, debenture, debenture stock or other security which, either itself or by reference to any other instrument, creates a floating charge over all or any part of the property of the company, but does not include a security which creates no charge other than a fixed security; and
 
  ”series of secured debentures” means two or more secured debentures created as a series by the company in such a manner that the holders thereof are entitled pari passu to the benefit of the floating charge.
 
(2) Where a floating charge, secured debenture or series of secured debentures has been created by the company, then, except where the context otherwise requires, any reference in this Chapter to the holder of the floating charge shall—
 
  (a) where the floating charge, secured debenture or series of secured debentures provides for a receiver to be appointed by any person or body, be construed as a reference to that person or body;
 
  (b) where, in the case of a series of secured debentures, no such provision has been made therein but—
 
  (i) there are trustees acting for the debenture-holders under and in accordance with a trust deed, be construed as a reference to those trustees, and
 
  (ii) where no such trustees are acting, be construed as a reference to—
 
  (aa) a majority in nominal value of those present or represented by proxy and voting at a meeting of debenture-holders at which the holders of at least one-third in nominal value of the outstanding debentures of the series are present or so represented, or
 
  (bb) where no such meeting is held, the holders of at least one-half in nominal value of the outstanding debentures of the series.
 
(3) Any reference in this Chapter to a floating charge, secured debenture, series of secured debentures or instrument creating a charge includes, except where the context otherwise requires, a reference to that floating charge, debenture, series of debentures or instrument as varied by any instrument.
 
(4) References in this Chapter to the instrument by which a floating charge was created are, in the case of a floating charge created by words in a bond or other written acknowledgement, references to the bond or, as the case may be, the other written acknowledgement.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, ss 462(4), 484, 486 (in part).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part III Receivership - Chapter II Receivers (Scotland) - 71 Prescription of forms etc; regulations

Publication date: 25 Jul 1986

(1) The notice referred to in section 62(5), and the notice referred to in section 65(1)(a) shall be in such form as may be prescribed.
 
(2) Any power conferred by this Chapter on the Secretary of State to make regulations is exercisable by statutory instrument; and a statutory instrument made in the exercise of the power so conferred to prescribe a fee is subject to annulment in pursuance of a resolution of either House of Parliament.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 485.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part III Receivership - Chapter III Receivers' Powers in Great Britain as a Whole - 72 Cross-border operation of receivership provisions

Publication date: 02 Feb 2005

(1) A receiver appointed under the law of either part of Great Britain in respect of the whole or any part of any property or undertaking of a company and in consequence of the company having created a charge which, as created, was a floating charge may exercise his powers in the other part of Great Britain so far as their exercise is not inconsistent with the law applicable there.
 
(2) In subsection (1) “receiver” includes a manager and a person who is appointed both receiver and manager.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 724.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 

Part III Receivership - [Chapter IV - Prohibition of Appointment of Administrative Receiver]

Publication date: 25 Jul 1986

NOTES
 
Amendment
 
 Inserted by the Enterprise Act 2002, s 250(1).
 
 Date in force (for certain purposes): 18 March 2003: see SI 2003/765, art 2, Schedule.
 
 Date in force (for remaining purposes): 15 September 2003: see SI 2003/2093, art 2(1), Sch 1.
 

Part III Receivership - [Chapter IV - Prohibition of Appointment of Administrative Receiver] - [72A Floating charge holder not to appoint administrative receiver]

Publication date: 25 Jul 1986

[(1) The holder of a qualifying floating charge in respect of a company's property may not appoint an administrative receiver of the company.
 
(2) In Scotland, the holder of a qualifying floating charge in respect of a company's property may not appoint or apply to the court for the appointment of a receiver who on appointment would be an administrative receiver of property of the company.
 
(3) In subsections (1) and (2)—
 
 ”holder of a qualifying floating charge in respect of a company's property” has the same meaning as in paragraph 14 of Schedule B1 to this Act, and
 
 ”administrative receiver” has the meaning given by section 251.
 
(4) This section applies—
 
 (a) to a floating charge created on or after a date appointed by the Secretary of State by order made by statutory instrument, and
 
 (b) in spite of any provision of an agreement or instrument which purports to empower a person to appoint an administrative receiver (by whatever name).
 
(5) An order under subsection (4)(a) may—
 
 (a) make provision which applies generally or only for a specified purpose;
 
 (b) make different provision for different purposes;
 
 (c) make transitional provision.
 
(6) This section is subject to the exceptions specified in [sections 72B to 72GA].]
 
NOTES
 
Appointed Day
 
 Appointed day (for the purposes of sub-s (4)(a)): 15 September 2003: see SI 2003/2095, art 2.
 
Amendment
 
 Inserted by the Enterprise Act 2002, s 250(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1.
 
 Sub-s (6): words “sections 72B to 72GA” in square brackets substituted by SI 2003/1832, art 2(a).
 
 Date in force: 15 September 2003 (being the date on which this section, ss 72B–72G and Sch 2A hereof came into force): see SI 2003/2093, art 2(1), Sch 1 and SI 2003/1832, art 1.
 
Subordinate Legislation
 
 Insolvency Act 1986, Section 72A (Appointed Date) Order 2003, SI 2003/2095.
 

Part III Receivership - [Chapter IV - Prohibition of Appointment of Administrative Receiver] - [72B First exception: capital market]

Publication date: 25 Jul 1986

[(1) Section 72A does not prevent the appointment of an administrative receiver in pursuance of an agreement which is or forms part of a capital market arrangement if—
 
 (a) a party incurs or, when the agreement was entered into was expected to incur, a debt of at least £50 million under the arrangement, and
 
 (b) the arrangement involves the issue of a capital market investment.
 
(2) In subsection (1)—
 
 ”capital market arrangement” means an arrangement of a kind described in paragraph 1 of Schedule 2A, and
 
 ”capital market investment” means an investment of a kind described in paragraph 2 or 3 of that Schedule.]
 
NOTES
 
Amendment
 
 Inserted by the Enterprise Act 2002, s 250(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1.
 

Part III Receivership - [Chapter IV - Prohibition of Appointment of Administrative Receiver] - [72C Second exception: public-private partnership]

Publication date: 25 Jul 1986

[(1) Section 72A does not prevent the appointment of an administrative receiver of a project company of a project which—
 
 (a) is a public-private partnership project, and
 
 (b) includes step-in rights.
 
(2) In this section “public-private partnership project” means a project—
 
 (a) the resources for which are provided partly by one or more public bodies and partly by one or more private persons, or
 
 (b) which is designed wholly or mainly for the purpose of assisting a public body to discharge a function.
 
(3) In this section—
 
 ”step-in rights” has the meaning given by paragraph 6 of Schedule 2A, and
 
 ”project company” has the meaning given by paragraph 7 of that Schedule.]
 
NOTES
 
Amendment
 
 Inserted by the Enterprise Act 2002, s 250(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1.
 

Part III Receivership - [Chapter IV - Prohibition of Appointment of Administrative Receiver] - [72D Third exception: utilities]

Publication date: 25 Jul 1986

[(1) Section 72A does not prevent the appointment of an administrative receiver of a project company of a project which—
 
 (a) is a utility project, and
 
 (b) includes step-in rights.
 
(2) In this section—
 
 (a) ”utility project” means a project designed wholly or mainly for the purpose of a regulated business,
 
 (b) ”regulated business” means a business of a kind listed in paragraph 10 of Schedule 2A,
 
 (c) ”step-in rights” has the meaning given by paragraph 6 of that Schedule, and
 
 (d) ”project company” has the meaning given by paragraph 7 of that Schedule.]
 
NOTES
 
Amendment
 
 Inserted by the Enterprise Act 2002, s 250(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1.
 

Part III Receivership - [Chapter IV - Prohibition of Appointment of Administrative Receiver] - [72DA Exception in respect of urban regeneration projects]

Publication date: 25 Jul 1986

[(1) Section 72A does not prevent the appointment of an administrative receiver of a project company of a project which—
 
 (a) is designed wholly or mainly to develop land which at the commencement of the project is wholly or partly in a designated disadvantaged area outside Northern Ireland, and
 
 (b) includes step-in rights.
 
(2) In subsection (1) “develop” means to carry out—
 
 (a) building operations,
 
 (b) any operation for the removal of substances or waste from land and the levelling of the surface of the land, or
 
 (c) engineering operations in connection with the activities mentioned in paragraph (a) or (b).
 
(3) In this section—
 
 ”building” includes any structure or erection, and any part of a building as so defined, but does not include plant and machinery comprised in a building,
 
 ”building operations” includes—
 
 (a) demolition of buildings,
 
 (b) filling in of trenches,
 
 (c) rebuilding,
 
 (d) structural alterations of, or additions to, buildings and
 
 (e) other operations normally undertaken by a person carrying on business as a builder,
 
 ”designated disadvantaged area” means an area designated as a disadvantaged area under section 92 of the Finance Act 2001,
 
 ”engineering operations” includes the formation and laying out of means of access to highways,
 
 ”project company” has the meaning given by paragraph 7 of Schedule 2A,
 
 ”step-in rights” has the meaning given by paragraph 6 of that Schedule,
 
 ”substance” means any natural or artificial substance whether in solid or liquid form or in the form of a gas or vapour, and
 
 ”waste” includes any waste materials, spoil, refuse or other matter deposited on land.]
 
NOTES
 
Amendment
 
 Inserted by SI 2003/1832, art 2(b).
 
 Date in force: 15 September 2003 (being the date on which ss 72A–72G and Sch 2A hereof came into force): see SI 2003/2093, art 2(1), Sch 1 and SI 2003/1832, art 1.
 

Part III Receivership - [Chapter IV - Prohibition of Appointment of Administrative Receiver] - [72E Fourth exception: project finance]

Publication date: 25 Jul 1986

[(1) Section 72A does not prevent the appointment of an administrative receiver of a project company of a project which—
 
 (a) is a financed project, and
 
 (b) includes step-in rights.
 
(2) In this section—
 
 (a) a project is “financed” if under an agreement relating to the project a project company incurs, or when the agreement is entered into is expected to incur, a debt of at least £50 million for the purposes of carrying out the project,
 
 (b) ”project company” has the meaning given by paragraph 7 of Schedule 2A, and
 
 (c) ”step-in rights” has the meaning given by paragraph 6 of that Schedule.]
 
NOTES
 
Amendment
 
 Inserted by the Enterprise Act 2002, s 250(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1.
 

Part III Receivership - [Chapter IV - Prohibition of Appointment of Administrative Receiver] - [72F Fifth exception: financial market]

Publication date: 25 Jul 1986

[Section 72A does not prevent the appointment of an administrative receiver of a company by virtue of—
 
 (a) a market charge within the meaning of section 173 of the Companies Act 1989 (c 40),
 
 (b) a system-charge within the meaning of the Financial Markets and Insolvency Regulations 1996 (SI 1996/1469),
 
 (c) a collateral security charge within the meaning of the Financial Markets and Insolvency (Settlement Finality) Regulations 1999 (SI 1999/2979).]
 
NOTES
 
Amendment
 
 Inserted by the Enterprise Act 2002, s 250(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1.
 

Part III Receivership - [Chapter IV - Prohibition of Appointment of Administrative Receiver] - [72G Sixth exception: registered social landlord]

Publication date: 25 Jul 1986

[Section 72A does not prevent the appointment of an administrative receiver of a company which is registered as a social landlord under Part I of the Housing Act 1996 (c 52) or under Part 3 of the Housing (Scotland) Act 2001 (asp 10).]
 
NOTES
 
Amendment
 
 Inserted by the Enterprise Act 2002, s 250(1).
 
 Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1.
 

Part III Receivership - [Chapter IV - Prohibition of Appointment of Administrative Receiver] - [72GA Exception in relation to protected railway companies etc]

Publication date: 25 Jul 1986

[Section 72A does not prevent the appointment of an administrative receiver of—
 
 (a) a company holding an appointment under Chapter I of Part II of the Water Industry Act 1991,
 
 (b) a protected railway company within the meaning of section 59 of the Railways Act 1993 (including that section as it has effect by virtue of section 19 of the Channel Tunnel Rail Link Act 1996, or
 
 (c) a licence company within the meaning of section 26 of the Transport Act 2000.]
 
NOTES
 
Amendment
 
 Inserted by SI 2003/1832, art 2(c).
 
 Date in force: 15 September 2003 (being the date on which ss 72A–72G and Sch 2A hereof came into force): see SI 2003/2093, art 2(1), Sch 1 and SI 2003/1832, art 1.
 

Part III Receivership - [Chapter IV - Prohibition of Appointment of Administrative Receiver] - [72H Sections 72A to 72G: supplementary]

Publication date: 25 Jul 1986

[(1) Schedule 2A (which supplements sections 72B to 72G) shall have effect.
 
(2) The Secretary of State may by order—
 
 (a) insert into this Act provision creating an additional exception to section 72A(1) or (2);
 
 (b) provide for a provision of this Act which creates an exception to section 72A(1) or (2) to cease to have effect;
 
 (c) amend section 72A in consequence of provision made under paragraph (a) or (b);
 
 (d) amend any of sections 72B to 72G;
 
 (e) amend Schedule 2A.
 
(3) An order under subsection (2) must be made by statutory instrument.
 
(4) An order under subsection (2) may make—
 
 (a) provision which applies generally or only for a specified purpose;
 
 (b) different provision for different purposes;
 
 (c) consequential or supplementary provision;
 
 (d) transitional provision.
 
(5) An order under subsection (2)—
 
 (a) in the case of an order under subsection (2)(e), shall be subject to annulment in pursuance of a resolution of either House of Parliament,
 
 (b) in the case of an order under subsection (2)(d) varying the sum specified in section 72B(1)(a) or 72E(2)(a) (whether or not the order also makes consequential or transitional provision), shall be subject to annulment in pursuance of a resolution of either House of Parliament, and
 
 (c) in the case of any other order under subsection (2)(a) to (d), may not be made unless a draft has been laid before and approved by resolution of each House of Parliament.]
 
NOTES
 
Amendment
 
 Inserted by the Enterprise Act 2002, s 250(1).
 
 Date in force (for the purposes of sub-ss (2)–(5)): 18 March 2003: see SI 2003/765, art 2, Schedule.
 
 Date in force (for the purposes of sub-s (1)): 15 September 2003: see SI 2003/2093, art 2(1), Sch 1.
 
Subordinate Legislation
 
 Insolvency Act 1986 (Amendment) (Administrative Receivership and Capital Market Arrangements) Order 2003, SI 2003/1468.
 
 Insolvency Act 1986 (Amendment) (Administrative Receivership and Urban Regeneration etc) Order 2003, SI 2003/1832.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter I - Preliminary - Modes of winding up - 73 Alternative modes of winding up

Publication date: 25 Jul 1986

(1) The winding up of a company, within the meaning given to that expression by section 735 of the Companies Act, may be either voluntary (Chapters II, III, IV and V in this Part) or by the court (Chapter VI).
 
(2) This Chapter, and Chapters VII to X, relate to winding up generally, except where otherwise stated.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 501.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3.
 
See Further
 
  See further, in relation to Charities: the Charities Act 1993, s 63.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter I - Preliminary - Contributories - 74 Liability as contributories of present and past members

Publication date: 25 Jul 1986

(1) When a company is wound up, every present and past member is liable to contribute to its assets to any amount sufficient for payment of its debts and liabilities, and the expenses of the winding up, and for the adjustment of the rights of the contributories among themselves.
 
(2) This is subject as follows—
 
  (a) a past member is not liable to contribute if he has ceased to be a member for one year or more before the commencement of the winding up;
 
  (b) a past member is not liable to contribute in respect of any debt or liability of the company contracted after he ceased to be a member;
 
  (c) a past member is not liable to contribute, unless it appears to the court that the existing members are unable to satisfy the contributions required to be made by them in pursuance of the Companies Act and this Act;
 
  (d) in the case of a company limited by shares, no contribution is required from any member exceeding the amount (if any) unpaid on the shares in respect of which he is liable as a present or past member;
 
  (e) nothing in the Companies Act or this Act invalidates any provision contained in a policy of insurance or other contract whereby the liability of individual members on the policy or contract is restricted, or whereby the funds of the company are alone made liable in respect of the policy or contract;
 
  (f) a sum due to any member of the company (in his character of a member) by way of dividends, profits or otherwise is not deemed to be a debt of the company, payable to that member in a case of competition between himself and any other creditor not a member of the company, but any such sum may be taken into account for the purpose of the final adjustment of the rights of the contributories among themselves.
 
(3) In the case of a company limited by guarantee, no contribution is required from any member exceeding the amount undertaken to be contributed by him to the company's assets in the event of its being wound up; but if it is a company with a share capital, every member of it is liable (in addition to the amount so undertaken to be contributed to the assets), to contribute to the extent of any sums unpaid on shares held by him.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 502.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter I - Preliminary - Contributories - 75 Directors, etc with unlimited liability

Publication date: 25 Jul 1986

(1) In the winding up of a limited company, any director or manager (whether past or present) whose liability is under the Companies Act unlimited is liable, in addition to his liability (if any) to contribute as an ordinary member, to make a further contribution as if he were at the commencement of the winding up a member of an unlimited company.
 
(2) However—
 
  (a) a past director or manager is not liable to make such further contribution if he has ceased to hold office for a year or more before the commencement of the winding up;
 
  (b) a past director or manager is not liable to make such further contribution in respect of any debt or liability of the company contracted after he ceased to hold office;
 
  (c) subject to the company's articles, a director or manager is not liable to make such further contribution unless the court deems it necessary to require that contribution in order to satisfy the company's debts and liabilities, and the expenses of the winding up.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 503.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter I - Preliminary - Contributories - 76 Liability of past directors and shareholders

Publication date: 25 Jul 1986

(1) This section applies where a company is being wound up and—
 
  (a) it has under Chapter VII of Part V of the Companies Act (redeemable shares; purchase by a company of its own shares) made a payment out of capital in respect of the redemption or purchase of any of its own shares (the payment being referred to below as “the relevant payment”), and
 
  (b) the aggregate amount of the company's assets and the amounts paid by way of contribution to its assets (apart from this section) is not sufficient for payment of its debts and liabilities, and the expenses of the winding up.
 
(2) If the winding up commenced within one year of the date on which the relevant payment was made, then—
 
  (a) the person from whom the shares were redeemed or purchased, and
 
  (b) the directors who signed the statutory declaration made in accordance with section 173(3) of the Companies Act for purposes of the redemption or purchase (except a director who shows that he had reasonable grounds for forming the opinion set out in the declaration),
 
are, so as to enable that insufficiency to be met, liable to contribute to the following extent to the company's assets.
 
(3) A person from whom any of the shares were redeemed or purchased is liable to contribute an amount not exceeding so much of the relevant payment as was made by the company in respect of his shares; and the directors are jointly and severally liable with that person to contribute that amount.
 
(4) A person who has contributed any amount to the assets in pursuance of this section may apply to the court for an order directing any other person jointly and severally liable in respect of that amount to pay him such amount as the court thinks just and equitable.
 
(5) Sections 74 and 75 do not apply in relation to liability accruing by virtue of this section.
 
(6) This section is deemed included in Chapter VII of Part V of the Companies Act for the purposes of the Secretary of State's power to make regulations under section 179 of that Act.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 504.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter I - Preliminary - Contributories - 77 Limited company formerly unlimited

Publication date: 25 Jul 1986

(1) This section applies in the case of a company being wound up which was at some former time registered as unlimited but has re-registered—
 
  (a) as a public company under section 43 of the Companies Act (or the former corresponding provision, section 5 of the Companies Act 1980), or
 
  (b) as a limited company under section 51 of the Companies Act (or the former corresponding provision, section 44 of the Companies Act 1967).
 
(2) Notwithstanding section 74(2)(a) above, a past member of the company who was a member of it at the time of re-registration, if the winding up commences within the period of 3 years beginning with the day on which the company was re-registered, is liable to contribute to the assets of the company in respect of debts and liabilities contracted before that time.
 
(3) If no persons who were members of the company at that time are existing members of it, a person who at that time was a present or past member is liable to contribute as above notwithstanding that the existing members have satisfied the contributions required to be made by them under the Companies Act and this Act.
 
This applies subject to section 74(2)(a) above and to subsection (2) of this section, but notwithstanding section 74(2)(c).
 
(4) Notwithstanding section 74(2)(d) and (3), there is no limit on the amount which a person who, at that time, was a past or present member of the company is liable to contribute as above.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 505.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter I - Preliminary - Contributories - 78 Unlimited company formerly limited

Publication date: 25 Jul 1986

(1) This section applies in the case of a company being wound up which was at some former time registered as limited but has been re-registered as unlimited under section 49 of the Companies Act (or the former corresponding provision, section 43 of the Companies Act 1967).
 
(2) A person who, at the time when the application for the company to be re-registered was lodged, was a past member of the company and did not after that again become a member of it is not liable to contribute to the assets of the company more than he would have been liable to contribute had the company not been re-registered.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 506.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter I - Preliminary - Contributories - 79 Meaning of contributory

Publication date: 25 Jul 1986

(1) In this Act and the Companies Act the expression “contributory” means every person liable to contribute to the assets of a company in the event of its being wound up, and for the purposes of all proceedings for determining, and all proceedings prior to the final determination of, the persons who are to be deemed contributories, includes any person alleged to be a contributory.
 
(2) The reference in subsection (1) to persons liable to contribute to the assets does not include a person so liable by virtue of a declaration by the court under section 213 (imputed responsibility for company's fraudulent trading) or section 214 (wrongful trading) in Chapter X of this Part.
 
(3) A reference in a company's articles to a contributory does not (unless the context requires) include a person who is a contributory only by virtue of section 76.
 
This subsection is deemed included in Chapter VII of Part V of the Companies Act for the purposes of the Secretary of State's power to make regulations under section 179 of that Act.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 507, and the Insolvency Act 1985, Sch 6, para 5.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter I - Preliminary - Contributories - 80 Nature of contributory's liability

Publication date: 25 Jul 1986

The liability of a contributory creates a debt (in England and Wales in the nature of a specialty) accruing due from him at the time when his liability commenced, but payable at the times when calls are made for enforcing the liability.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 508.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter I - Preliminary - Contributories - 81 Contributories in case of death of a member

Publication date: 25 Jul 1986

(1) If a contributory dies either before or after he has been placed on the list of contributories, his personal representatives, and the heirs and legatees of heritage of his heritable estate in Scotland, are liable in a due course of administration to contribute to the assets of the company in discharge of his liability and are contributories accordingly.
 
(2) Where the personal representatives are placed on the list of contributories, the heirs or legatees of heritage need not be added, but they may be added as and when the court thinks fit.
 
(3) If in England and Wales the personal representatives make default in paying any money ordered to be paid by them, proceedings may be taken for administering the estate of the deceased contributory and for compelling payment out of it of the money due.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 509.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter I - Preliminary - Contributories - 82 Effect of contributory's bankruptcy

Publication date: 25 Jul 1986

(1) The following applies if a contributory becomes bankrupt, either before or after he has been placed on the list of contributories.
 
(2) His trustee in bankruptcy represents him for all purposes of the winding up, and is a contributory accordingly.
 
(3) The trustee may be called on to admit to proof against the bankrupt's estate, or otherwise allow to be paid out of the bankrupt's assets in due course of law, any money due from the bankrupt in respect of his liability to contribute to the company's assets.
 
(4) There may be proved against the bankrupt's estate the estimated value of his liability to future calls as well as calls already made.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 510.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter I - Preliminary - Contributories - 83 Companies registered under Companies Act, Part XXII, Chapter II

Publication date: 25 Jul 1986

(1) The following applies in the event of a company being wound up which has been registered under section 680 of the Companies Act (or previous corresponding provisions in the Companies Act 1948 or earlier Acts).
 
(2) Every person is a contributory, in respect of the company's debts and liabilities contracted before registration, who is liable—
 
  (a) to pay, or contribute to the payment of, any debt or liability so contracted, or
 
  (b) to pay, or contribute to the payment of, any sum for the adjustment of the rights of the members among themselves in respect of any such debt or liability, or
 
  (c) to pay, or contribute to the amount of, the expenses of winding up the company, so far as relates to the debts or liabilities above-mentioned.
 
(3) Every contributory is liable to contribute to the assets of the company, in the course of the winding up, all sums due from him in respect of any such liability.
 
(4) In the event of the death, bankruptcy or insolvency of any contributory, provisions of this Act, with respect to the personal representatives, to the heirs and legatees of heritage of the heritable estate in Scotland of deceased contributories and to the trustees of bankrupt or insolvent contributories respectively, apply.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 511.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter II - Voluntary Winding Up (Introductory and General) - Resolutions for, and commencement of, voluntary winding up - 84 Circumstances in which company may be wound up voluntarily

Publication date: 25 Jul 1986

(1) A company may be wound up voluntarily—
 
  (a) when the period (if any) fixed for the duration of the company by the articles expires, or the event (if any) occurs, on the occurrence of which the articles provide that the company is to be dissolved, and the company in general meeting has passed a resolution requiring it to be wound up voluntarily;
 
  (b) if the company resolves by special resolution that it be wound up voluntarily;
 
  (c) . . ..
 
(2) In this Act the expression “a resolution for voluntary winding up” means a resolution passed under [either of the paragraphs] of subsection (1).
 
[(2A) Before a company passes a resolution for voluntary winding up it must give written notice of the resolution to the holder of any qualifying floating charge to which section 72A applies.
 
(2B) Where notice is given under subsection (2A) a resolution for voluntary winding up may be passed only—
 
  (a) after the end of the period of five business days beginning with the day on which the notice was given, or
 
  (b) if the person to whom the notice was given has consented in writing to the passing of the resolution.]
 
[(3) Chapter 3 of Part 3 of the Companies Act 2006 (resolutions affecting a company's constitution) applies to a resolution under paragraph (a) of subsection (1) as well as a special resolution under paragraph (b).]
 
[(4) This section has effect subject to section 43 of the Commonhold and Leasehold Reform Act 2002.]
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 572.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-s (1): para (c) repealed by SI 2007/2194, art 10, Sch 4, Pt 3, para 39(1), (2), Sch 5.
 
  Date in force: this repeal has effect in relation to written resolutions for which the circulation date (the Companies Act 2006, s 290) is on or after 1 October 2007 and to resolutions passed at a meeting of which notice is given on or after that date: see SI 2007/2194, arts 1(3)(a), 10(1), (2), Sch 4, Pt 3, para 39(5); for savings see art 12 thereof.
 
  Sub-s (2): words "either of the paragraphs" in square brackets substituted by SI 2007/2194, art 10(1), (2), Sch 4, Pt 3, para 39(1), (3).
 
  Date in force: this amendment has effect in relation to written resolutions for which the circulation date (the Companies Act 2006, s 290) is on or after 1 October 2007 and to resolutions passed at a meeting of which notice is given on or after that date: see SI 2007/2194, arts 1(3)(a), 10(1), (2), Sch 4, Pt 3, para 39(5); for savings see art 12 thereof.
 
  Sub-ss (2A), (2B): inserted by SI 2003/2096, art 4, Schedule, Pt 1, paras 8, 10.
 
  Date in force: 15 September 2003 (except in relation to any case where a petition for an administration order was presented before that date): see SI 2003/2096, arts 1(1), 6.
 
  Sub-s (3): substituted by SI 2007/2194, art 10(1), (2), Sch 4, Pt 3, para 39(1), (4).
 
  Date in force: this amendment has effect in relation to written resolutions for which the circulation date (the Companies Act 2006, s 290) is on or after 1 October 2007 and to resolutions passed at a meeting of which notice is given on or after that date: see SI 2007/2194, arts 1(3)(a), 10(1), (2), Sch 4, Pt 3, para 39(5); for savings see art 12 thereof.
 
  Sub-s (4): inserted, in relation to England and Wales, by the Commonhold and Leasehold Reform Act 2002, s 68, Sch 5, para 6.
 
  Date in force: 27 September 2004: by virtue of SI 2004/1832, art 2.
 
Modification
 
  Anything directed to be done, or which may be done, to or by the registrar of companies in Scotland by virtue of sub-s (3) above, or the assistant registrar of friendly societies for Scotland by virtue of that subsection as applied in relation to friendly societies, industrial and provident societies or building societies, shall, or (as the case may be) may, also be done to or by the Accountant in Bankruptcy: see the Scotland Act 1998, s 125, Sch 8, para 23(2), (3).
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 and the Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128, regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 (as amended by SI 2005/1989, reg 3, Sch 2) and SSI 2001/128, regs 4, 6, Schs 2, 3.
 
  Modified, in relation to a UK credit institution which on or after 5 May 2004 intends to pass a resolution to wind up the institution under sub-s (1)(b) or (c) above, by the Credit Institutions (Reorganisation and Winding up) Regulations 2004, SI 2004/1045, reg 8.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter II - Voluntary Winding Up (Introductory and General) - Resolutions for, and commencement of, voluntary winding up - 85 Notice of resolution to wind up

Publication date: 25 Jul 1986

(1) When a company has passed a resolution for voluntary winding up, it shall, within 14 days after the passing of the resolution, give notice of the resolution by advertisement in the Gazette.
 
(2) If default is made in complying with this section, the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine.
 
For the purposes of this subsection the liquidator is deemed an officer of the company.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 573.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter II - Voluntary Winding Up (Introductory and General) - Resolutions for, and commencement of, voluntary winding up - 86 Commencement of winding up

Publication date: 25 Jul 1986

A voluntary winding up is deemed to commence at the time of the passing of the resolution for voluntary winding up.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 574.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter II - Voluntary Winding Up (Introductory and General) - Consequences of resolution to wind up - 87 Effect on business and status of company

Publication date: 25 Jul 1986

(1) In case of a voluntary winding up, the company shall from the commencement of the winding up cease to carry on its business, except so far as may be required for its beneficial winding up.
 
(2) However, the corporate state and corporate powers of the company, notwithstanding anything to the contrary in its articles, continue until the company is dissolved.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 575.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter II - Voluntary Winding Up (Introductory and General) - Consequences of resolution to wind up - 88 Avoidance of share transfers, etc after winding-up resolution

Publication date: 25 Jul 1986

Any transfer of shares, not being a transfer made to or with the sanction of the liquidator, and any alteration in the status of the company's members, made after the commencement of a voluntary winding up, is void.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 576.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3.
 
See Further
 
  See further, the disapplication of this section in relation to any transfer of shares under a financial collateral arrangement: the Financial Collateral Arrangements (No 2) Regulations 2003, SI 2003/3226, reg 10(2).
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter II - Voluntary Winding Up (Introductory and General) - Declaration of solvency - 89 Statutory declaration of solvency

Publication date: 25 Jul 1986

(1) Where it is proposed to wind up a company voluntarily, the directors (or, in the case of a company having more than two directors, the majority of them) may at a directors' meeting make a statutory declaration to the effect that they have made a full inquiry into the company's affairs and that, having done so, they have formed the opinion that the company will be able to pay its debts in full, together with interest at the official rate (as defined in section 251), within such period, not exceeding 12 months from the commencement of the winding up, as may be specified in the declaration.
 
(2) Such a declaration by the directors has no effect for purposes of this Act unless—
 
  (a) it is made within the 5 weeks immediately preceding the date of the passing of the resolution for winding up, or on that date but before the passing of the resolution, and
 
  (b) it embodies a statement of the company's assets and liabilities as at the latest practicable date before the making of the declaration.
 
(3) The declaration shall be delivered to the registrar of companies before the expiration of 15 days immediately following the date on which the resolution for winding up is passed.
 
(4) A director making a declaration under this section without having reasonable grounds for the opinion that the company will be able to pay its debts in full, together with interest at the official rate, within the period specified is liable to imprisonment or a fine, or both.
 
(5) If the company is wound up in pursuance of a resolution passed within 5 weeks after the making of the declaration, and its debts (together with interest at the official rate) are not paid or provided for in full within the period specified, it is to be presumed (unless the contrary is shown) that the director did not have reasonable grounds for his opinion.
 
(6) If a declaration required by subsection (3) to be delivered to the registrar is not so delivered within the time prescribed by that subsection, the company and every officer in default is liable to a fine and, for continued contravention, to a daily default fine.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 577, and the Insolvency Act 1985, Sch 6, para 35.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  Anything directed to be done to or by the registrar of companies in Scotland by virtue of sub-s (3) above, or the assistant registrar of friendly societies for Scotland by virtue of that subsection as applied in relation to friendly societies, industrial and provident societies or building societies, shall instead be done to or by the Accountant in Bankruptcy: see the Scotland Act 1998, s 125, Sch 8, para 23(4), (5).
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter II - Voluntary Winding Up (Introductory and General) - Declaration of solvency - 90 Distinction between members' and creditors' voluntary winding up

Publication date: 25 Jul 1986

A winding up in the case of which a directors' statutory declaration under section 89 has been made is a “members' voluntary winding up”; and a winding up in the case of which such a declaration has not been made is a “creditors' voluntary winding up”.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 578.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter III - Members' Voluntary Winding Up - 91 Appointment of liquidator

Publication date: 25 Jul 1986

(1) In a members' voluntary winding up, the company in general meeting shall appoint one or more liquidators for the purpose of winding up the company's affairs and distributing its assets.
 
(2) On the appointment of a liquidator all the powers of the directors cease, except so far as the company in general meeting or the liquidator sanctions their continuance.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 580.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 and the Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128, regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 and SSI 2001/128, regs 4, 6, Schs 2, 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter III - Members' Voluntary Winding Up - 92 Power to fill vacancy in office of liquidator

Publication date: 25 Jul 1986

(1) If a vacancy occurs by death, resignation or otherwise in the office of liquidator appointed by the company, the company in general meeting may, subject to any arrangement with its creditors, fill the vacancy.
 
(2) For that purpose a general meeting may be convened by any contributory or, if there were more liquidators than one, by the continuing liquidators.
 
(3) The meeting shall be held in manner provided by this Act or by the articles, or in such manner as may, on application by any contributory or by the continuing liquidators, be determined by the court.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 581.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 and the Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128, regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 and SSI 2001/128, regs 4, 6, Schs 2, 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter III - Members' Voluntary Winding Up - 93 General company meeting at each year's end

Publication date: 25 Jul 1986

(1) Subject to sections 96 and 102, in the event of the winding up continuing for more than one year, the liquidator shall summon a general meeting of the company at the end of the first year from the commencement of the winding up, and of each succeeding year, or at the first convenient date within 3 months from the end of the year or such longer period as the Secretary of State may allow.
 
(2) The liquidator shall lay before the meeting an account of his acts and dealings, and of the conduct of the winding up, during the preceding year.
 
(3) If the liquidator fails to comply with this section, he is liable to a fine.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 584, and the Insolvency Act 1985, Sch 6, para 36.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 and the Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128, regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 and SSI 2001/128, regs 4, 6, Schs 2, 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter III - Members' Voluntary Winding Up - 94 Final meeting prior to dissolution

Publication date: 25 Jul 1986

(1) As soon as the company's affairs are fully wound up, the liquidator shall make up an account of the winding up, showing how it has been conducted and the company's property has been disposed of, and thereupon shall call a general meeting of the company for the purpose of laying before it the account, and giving an explanation of it.
 
(2) The meeting shall be called by advertisement in the Gazette, specifying its time, place and object and published at least one month before the meeting.
 
(3) Within one week after the meeting, the liquidator shall send to the registrar of companies a copy of the account, and shall make a return to him of the holding of the meeting and of its date.
 
(4) If the copy is not sent or the return is not made in accordance with subsection (3), the liquidator is liable to a fine and, for continued contravention, to a daily default fine.
 
(5) If a quorum is not present at the meeting, the liquidator shall, in lieu of the return mentioned above, make a return that the meeting was duly summoned and that no quorum was present; and upon such a return being made, the provisions of subsection (3) as to the making of the return are deemed complied with.
 
(6) If the liquidator fails to call a general meeting of the company as required by subsection (1), he is liable to a fine.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 585(1)–(4), (7).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  Anything directed to be done, or which may be done, to or by the registrar of companies in Scotland by virtue of sub-s (3) above, or the assistant registrar of friendly societies for Scotland by virtue of that subsection as applied in relation to friendly societies, industrial and provident societies or building societies, shall, or (as the case may be) may, also be done to or by the Accountant in Bankruptcy: see the Scotland Act 1998, s 125, Sch 8, para 23(2), (3).
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 and the Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128, regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 and SSI 2001/128, regs 4, 6, Schs 2, 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter III - Members' Voluntary Winding Up - 95 Effect of company's insolvency

Publication date: 25 Jul 1986

(1) This section applies where the liquidator is of the opinion that the company will be unable to pay its debts in full (together with interest at the official rate) within the period stated in the directors' declaration under section 89.
 
(2) The liquidator shall—
 
  (a) summon a meeting of creditors for a day not later than the 28th day after the day on which he formed that opinion;
 
  (b) send notices of the creditors' meeting to the creditors by post not less than 7 days before the day on which that meeting is to be held;
 
  (c) cause notice of the creditors' meeting to be advertised once in the Gazette and once at least in 2 newspapers circulating in the relevant locality (that is to say the locality in which the company's principal place of business in Great Britain was situated during the relevant period); and
 
  (d) during the period before the day on which the creditors' meeting is to be held, furnish creditors free of charge with such information concerning the affairs of the company as they may reasonably require;
 
and the notice of the creditors' meeting shall state the duty imposed by paragraph (d) above.
 
(3) The liquidator shall also—
 
  (a) make out a statement in the prescribed form as to the affairs of the company;
 
  (b) lay that statement before the creditors' meeting; and
 
  (c) attend and preside at that meeting.
 
(4) The statement as to the affairs of the company shall be verified by affidavit by the liquidator and shall show—
 
  (a) particulars of the company's assets, debts and liabilities;
 
  (b) the names and addresses of the company's creditors;
 
  (c) the securities held by them respectively;
 
  (d) the dates when the securities were respectively given; and
 
  (e) such further or other information as may be prescribed.
 
(5) Where the company's principal place of business in Great Britain was situated in different localities at different times during the relevant period, the duty imposed by subsection (2)(c) applies separately in relation to each of those localities.
 
(6) Where the company had no place of business in Great Britain during the relevant period, references in subsections (2)(c) and (5) to the company's principal place of business in Great Britain are replaced by references to its registered office.
 
(7) In this section “the relevant period” means the period of 6 months immediately preceding the day on which were sent the notices summoning the company meeting at which it was resolved that the company be wound up voluntarily.
 
(8) If the liquidator without reasonable excuse fails to comply with this section, he is liable to a fine.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 83(1)–(6), (9), (10).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 and the Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128, regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 and SSI 2001/128, regs 4, 6, Schs 2, 3.
 
  Modified, in relation to the notification to the Financial Services Authority of the application of this section in the case of a members' voluntary winding up where the liquidator is of the opinion that this section applies, by the Credit Institutions (Reorganisation and Winding up) Regulations 2004, SI 2004/1045, reg 9(4).
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter III - Members' Voluntary Winding Up - 96 Conversion to creditors' voluntary winding up

Publication date: 25 Jul 1986

As from the day on which the creditors' meeting is held under section 95, this Act has effect as if—
 
  (a) the directors' declaration under section 89 had not been made; and
 
  (b) the creditors' meeting and the company meeting at which it was resolved that the company be wound up voluntarily were the meetings mentioned in section 98 in the next Chapter;
 
and accordingly the winding up becomes a creditors' voluntary winding up.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 83(7) (in part).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter IV - Creditors' Voluntary Winding Up - 97 Application of this Chapter

Publication date: 25 Jul 1986

(1) Subject as follows, this Chapter applies in relation to a creditors' voluntary winding up.
 
(2) Sections 98 and 99 do not apply where, under section 96 in Chapter III, a members' voluntary winding up has become a creditors' voluntary winding up.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 587, and the Insolvency Act 1985, s 85(1).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter IV - Creditors' Voluntary Winding Up - 98 Meeting of creditors

Publication date: 25 Jul 1986

(1) The company shall—
 
  (a) cause a meeting of its creditors to be summoned for a day not later than the 14th day after the day on which there is to be held the company meeting at which the resolution for voluntary winding up is to be proposed;
 
  (b) cause the notices of the creditors' meeting to be sent by post to the creditors not less than 7 days before the day on which that meeting is to be held; and
 
  (c) cause notice of the creditors' meeting to be advertised once in the Gazette and once at least in two newspapers circulating in the relevant locality (that is to say the locality in which the company's principal place of business in Great Britain was situated during the relevant period).
 
(2) The notice of the creditors' meeting shall state either—
 
  (a) the name and address of a person qualified to act as an insolvency practitioner in relation to the company who, during the period before the day on which that meeting is to be held, will furnish creditors free of charge with such information concerning the company's affairs as they may reasonably require; or
 
  (b) a place in the relevant locality where, on the two business days falling next before the day on which that meeting is to be held, a list of the names and addresses of the company's creditors will be available for inspection free of charge.
 
(3) Where the company's principal place of business in Great Britain was situated in different localities at different times during the relevant period, the duties imposed by subsections (1)(c) and (2)(b) above apply separately in relation to each of those localities.
 
(4) Where the company had no place of business in Great Britain during the relevant period, references in subsections (1)(c) and (3) to the company's principal place of business in Great Britain are replaced by references to its registered office.
 
(5) In this section “the relevant period” means the period of 6 months immediately preceding the day on which were sent the notices summoning the company meeting at which it was resolved that the company be wound up voluntarily.
 
(6) If the company without reasonable excuse fails to comply with subsection (1) or (2), it is guilty of an offence and liable to a fine.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 85(2), (3), (6)–(8), (9)(a), (10).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter IV - Creditors' Voluntary Winding Up - 99 Directors to lay statement of affairs before creditors

Publication date: 25 Jul 1986

(1) The directors of the company shall—
 
  (a) make out a statement in the prescribed form as to the affairs of the company;
 
  (b) cause that statement to be laid before the creditors' meeting under section 98; and
 
  (c) appoint one of their number to preside at that meeting;
 
and it is the duty of the director so appointed to attend the meeting and preside over it.
 
(2) The statement as to the affairs of the company shall be verified by affidavit by some or all of the directors and shall show—
 
  (a) particulars of the company's assets, debts and liabilities;
 
  (b) the names and addresses of the company's creditors;
 
  (c) the securities held by them respectively;
 
  (d) the dates when the securities were respectively given; and
 
  (e) such further or other information as may be prescribed.
 
(3) If—
 
  (a) the directors without reasonable excuse fail to comply with subsection (1) or (2); or
 
  (b) any director without reasonable excuse fails to comply with subsection (1), so far as requiring him to attend and preside at the creditors' meeting,
 
the directors are or (as the case may be) the director is guilty of an offence and liable to a fine.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 85(4), (5), (9)(b), (c), (10).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter IV - Creditors' Voluntary Winding Up - 100 Appointment of liquidator

Publication date: 25 Jul 1986

(1) The creditors and the company at their respective meetings mentioned in section 98 may nominate a person to be liquidator for the purpose of winding up the company's affairs and distributing its assets.
 
(2) The liquidator shall be the person nominated by the creditors or, where no person has been so nominated, the person (if any) nominated by the company.
 
(3) In the case of different persons being nominated, any director, member or creditor of the company may, within 7 days after the date on which the nomination was made by the creditors, apply to the court for an order either—
 
  (a) directing that the person nominated as liquidator by the company shall be liquidator instead of or jointly with the person nominated by the creditors, or
 
  (b) appointing some other person to be liquidator instead of the person nominated by the creditors.
 
[(4) The court shall grant an application under subsection (3) made by the holder of a qualifying floating charge in respect of the company's property (within the meaning of paragraph 14 of Schedule B1) unless the court thinks it right to refuse the application because of the particular circumstances of the case.]
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 589, and the Insolvency Act 1985, Sch 6, para 37(1), (2).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-s (4): inserted by the Enterprise Act 2002, s 248(3), Sch 17, paras 9, 14; for effect see s 249, Sch 17, para 1 thereto.
 
  Date in force: to be appointed: see the Enterprise Act 2002, s 279.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 and the Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128, regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 and SSI 2001/128, regs 4, 6, Schs 2, 3.
 
  Modified, in relation to the notification to the Financial Services Authority of the appointment of a liquidator, by the Credit Institutions (Reorganisation and Winding up) Regulations 2004, SI 2004/1045, reg 9(3), (5).
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter IV - Creditors' Voluntary Winding Up - 101 Appointment of liquidation committee

Publication date: 25 Jul 1986

(1) The creditors at the meeting to be held under section 98 or at any subsequent meeting may, if they think fit, appoint a committee (”the liquidation committee”) of not more than 5 persons to exercise the functions conferred on it by or under this Act.
 
(2) If such a committee is appointed, the company may, either at the meeting at which the resolution for voluntary winding up is passed or at any time subsequently in general meeting, appoint such number of persons as they think fit to act as members of the committee, not exceeding 5.
 
(3) However, the creditors may, if they think fit, resolve that all or any of the persons so appointed by the company ought not to be members of the liquidation committee; and if the creditors so resolve—
 
  (a) the persons mentioned in the resolution are not then, unless the court otherwise directs, qualified to act as members of the committee; and
 
  (b) on any application to the court under this provision the court may, if it thinks fit, appoint other persons to act as such members in place of the persons mentioned in the resolution.
 
(4) In Scotland, the liquidation committee has, in addition to the powers and duties conferred and imposed on it by this Act, such of the powers and duties of commissioners on a bankrupt estate as may be conferred and imposed on liquidation committees by the rules.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 590, and the Insolvency Act 1985, Sch 6, para 38(2)–(4).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 and the Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128, regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 and SSI 2001/128, regs 4, 6, Schs 2, 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter IV - Creditors' Voluntary Winding Up - 102 Creditors' meeting where winding up converted under s 96

Publication date: 25 Jul 1986

Where, in the case of a winding up which was, under section 96 in Chapter III, converted to a creditors' voluntary winding up, a creditors' meeting is held in accordance with section 95, any appointment made or committee established by that meeting is deemed to have been made or established by a meeting held in accordance with section 98 in this Chapter.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 83(7) (in part).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter IV - Creditors' Voluntary Winding Up - 103 Cesser of directors' powers

Publication date: 25 Jul 1986

On the appointment of a liquidator, all the powers of the directors cease, except so far as the liquidation committee (or, if there is no such committee, the creditors) sanction their continuance.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 591(2), and the Insolvency Act 1985, Sch 6, para 39.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter IV - Creditors' Voluntary Winding Up - 104 Vacancy in office of liquidator

Publication date: 25 Jul 1986

If a vacancy occurs, by death, resignation or otherwise, in the office of a liquidator (other than a liquidator appointed by, or by the direction of, the court) the creditors may fill the vacancy.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 592.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter IV - Creditors' Voluntary Winding Up - 105 Meetings of company and creditors at each year's end

Publication date: 25 Jul 1986

(1) If the winding up continues for more than one year, the liquidator shall summon a general meeting of the company and a meeting of the creditors at the end of the first year from the commencement of the winding up, and of each succeeding year, or at the first convenient date within 3 months from the end of the year or such longer period as the Secretary of State may allow.
 
(2) The liquidator shall lay before each of the meetings an account of his acts and dealings and of the conduct of the winding up during the preceding year.
 
(3) If the liquidator fails to comply with this section, he is liable to a fine.
 
(4) Where under section 96 a members' voluntary winding up has become a creditors' voluntary winding up, and the creditors' meeting under section 95 is held 3 months or less before the end of the first year from the commencement of the winding up, the liquidator is not required by this section to summon a meeting of creditors at the end of that year.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 594, and the Insolvency Act 1985, s 83(8).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 and the Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128, regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 and SSI 2001/128, regs 4, 6, Schs 2, 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter IV - Creditors' Voluntary Winding Up - 106 Final meeting prior to dissolution

Publication date: 25 Jul 1986

(1) As soon as the company's affairs are fully wound up, the liquidator shall make up an account of the winding up, showing how it has been conducted and the company's property has been disposed of, and thereupon shall call a general meeting of the company and a meeting of the creditors for the purpose of laying the account before the meetings and giving an explanation of it.
 
(2) Each such meeting shall be called by advertisement in the Gazette specifying the time, place and object of the meeting, and published at least one month before it.
 
(3) Within one week after the date of the meetings (or, if they are not held on the same date, after the date of the later one) the liquidator shall send to the registrar of companies a copy of the account, and shall make a return to him of the holding of the meetings and of their dates.
 
(4) If the copy is not sent or the return is not made in accordance with subsection (3), the liquidator is liable to a fine and, for continued contravention, to a daily default fine.
 
(5) However, if a quorum is not present at either such meeting, the liquidator shall, in lieu of the return required by subsection (3), make a return that the meeting was duly summoned and that no quorum was present; and upon such return being made the provisions of that subsection as to the making of the return are, in respect of that meeting, deemed complied with.
 
(6) If the liquidator fails to call a general meeting of the company or a meeting of the creditors as required by this section, he is liable to a fine.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 595(1)–(5), (8).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  Anything directed to be done, or which may be done, to or by the registrar of companies in Scotland by virtue of sub-s (3) or (5) above, or the assistant registrar of friendly societies for Scotland by virtue of those subsections as applied in relation to friendly societies, industrial and provident societies or building societies, shall, or (as the case may be) may, also be done to or by the Accountant in Bankruptcy: see the Scotland Act 1998, s 125, Sch 8, para 23(2), (3).
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 and the Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128, regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 and SSI 2001/128, regs 4, 6, Schs 2, 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter V - Provisions Applying to Both Kinds of Voluntary Winding Up - 107 Distribution of company's property

Publication date: 25 Jul 1986

Subject to the provisions of this Act as to preferential payments, the company's property in a voluntary winding up shall on the winding up be applied in satisfaction of the company's liabilities pari passu and, subject to that application, shall (unless the articles otherwise provide) be distributed among the members according to their rights and interests in the company.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 597.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter V - Provisions Applying to Both Kinds of Voluntary Winding Up - 108 Appointment or removal of liquidator by the court

Publication date: 25 Jul 1986

(1) If from any cause whatever there is no liquidator acting, the court may appoint a liquidator.
 
(2) The court may, on cause shown, remove a liquidator and appoint another.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 599.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter V - Provisions Applying to Both Kinds of Voluntary Winding Up - 109 Notice by liquidator of his appointment

Publication date: 25 Jul 1986

(1) The liquidator shall, within 14 days after his appointment, publish in the Gazette and deliver to the registrar of companies for registration a notice of his appointment in the form prescribed by statutory instrument made by the Secretary of State.
 
(2) If the liquidator fails to comply with this section, he is liable to a fine and, for continued contravention, to a daily default fine.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 600.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  Anything directed to be done to or by the registrar of companies in Scotland by virtue of sub-s (1) above, or the assistant registrar of friendly societies for Scotland by virtue of that subsection as applied in relation to friendly societies, industrial and provident societies or building societies, shall instead be done to or by the Accountant in Bankruptcy: see the Scotland Act 1998, s 125, Sch 8, para 23(4), (5).
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter V - Provisions Applying to Both Kinds of Voluntary Winding Up - 110 Acceptance of shares, etc, as consideration for sale of company property

Publication date: 25 Jul 1986

(1) This section applies, in the case of a company proposed to be, or being, wound up voluntarily, where the whole or part of the company's business or property is proposed to be transferred or sold
 
  [(a)] to another company (”the transferee company”), whether or not the latter is a company within the meaning of the Companies Act[, or
 
  (b) to a limited liability partnership (the “transferee limited liability partnership”)].
 
(2) With the requisite sanction, the liquidator of the company being, or proposed to be, wound up (”the transferor company”) may receive, in compensation or part compensation for the transfer or [sale—
 
  (a) in the case of the transferee company, shares, policies or other like interests in the transferee company for distribution among the members of the transferor company, or
 
  (b) in the case of the transferee limited liability partnership, membership in the transferee limited liability partnership for distribution among the members of the transferor company].
 
(3) The sanction requisite under subsection (2) is—
 
  (a) in the case of a members' voluntary winding up, that of a special resolution of the company, conferring either a general authority on the liquidator or an authority in respect of any particular arrangement, and
 
  (b) in the case of a creditors' voluntary winding up, that of either the court or the liquidation committee.
 
(4) Alternatively to subsection (2), the liquidator may (with that sanction) enter into any other arrangement whereby the members of the transferor [company may—
 
  (a) in the case of the transferee company, in lieu of receiving cash, shares, policies or other like interests (or in addition thereto) participate in the profits of, or receive any other benefit from, the transferee company, or
 
  (b) in the case of the transferee limited liability partnership, in lieu of receiving cash or membership (or in addition thereto), participate in some other way in the profits of, or receive any other benefit from, the transferee limited liability partnership].
 
(5) A sale or arrangement in pursuance of this section is binding on members of the transferor company.
 
(6) A special resolution is not invalid for purposes of this section by reason that it is passed before or concurrently with a resolution for voluntary winding up or for appointing liquidators; but, if an order is made within a year for winding up the company by the court, the special resolution is not valid unless sanctioned by the court.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 582(1)–(4), (7), 593, and the Insolvency Act 1985, Sch 6, para 40.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-s (1): reference to “(a)” in square brackets inserted in relation to England and Wales by SI 2001/1090, reg 9(1), (2)(a), Sch 5, para 15(1), (2), and in relation to Scotland by SSI 2001/128, reg 5, Sch 4, para 1(1), (2).
 
  Date in force (in relation to Scotland): 6 April 2001: see SSI 2001/128, reg 1(1).
 
  Date in force (in relation to England and Wales): 6 April 2001: see SI 2001/1090, reg 1.
 
  Sub-s (1): para (b) and word “, or” immediately preceding it inserted in relation to England and Wales by SI 2001/1090, reg 9(1), (2)(a), Sch 5, para 15(1), (2), and in relation to Scotland by SSI 2001/128, reg 5, Sch 4, para 1(1), (2).
 
  Date in force (in relation to Scotland): 6 April 2001: see SSI 2001/128, reg 1(1).
 
  Date in force (in relation to England and Wales): 6 April 2001: see SI 2001/1090, reg 1.
 
  Sub-s (2): words from “sale—” to “the transferor company” in square brackets substituted in relation to England and Wales by SI 2001/1090, reg 9(1), (2)(a), Sch 5, para 15(1), (3), and in relation to Scotland by SSI 2001/128, reg 5, Sch 4, para 1(1), (3).
 
  Date in force (in relation to Scotland): 6 April 2001: see SSI 2001/128, reg 1(1).
 
  Date in force (in relation to England and Wales): 6 April 2001: see SI 2001/1090, reg 1.
 
  Sub-s (4): words from “company may—” to “limited liability partnership” in square brackets substituted in relation to England and Wales by SI 2001/1090, reg 9(1), (2)(a), Sch 5, para 15(1), (4), and (subject to minor variation) in relation to Scotland by SSI 2001/128, reg 5, Sch 4, para 1(1), (4) (for the exact text as substituted in relation to Scotland see the said sub-para (4)).
 
  Date in force (in relation to Scotland): 6 April 2001: see SSI 2001/128, reg 1(1).
 
  Date in force (in relation to England and Wales): 6 April 2001: see SI 2001/1090, reg 1.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001 (SI 2001/1090) and the Limited Liability Partnerships (Scotland) Regulations 2001 (SSI 2001/128), regulate LLPs by applying to them, with appropriate modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 (as amended by SI 2004/355, art 10) and SSI 2001/128, regs 4, 6, Schs 2, 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter V - Provisions Applying to Both Kinds of Voluntary Winding Up - 111 Dissent from arrangement under s 110

Publication date: 25 Jul 1986

(1) This section applies in the case of a voluntary winding up where, for the purposes of section 110(2) or (4), there has been passed a special resolution of the transferor company providing the sanction requisite for the liquidator under that section.
 
(2) If a member of the transferor company who did not vote in favour of the special resolution expresses his dissent from it in writing, addressed to the liquidator and left at the company's registered office within 7 days after the passing of the resolution, he may require the liquidator either to abstain from carrying the resolution into effect or to purchase his interest at a price to be determined by agreement or by arbitration under this section.
 
(3) If the liquidator elects to purchase the member's interest, the purchase money must be paid before the company is dissolved and be raised by the liquidator in such manner as may be determined by special resolution.
 
(4) For purposes of an arbitration under this section, the provisions of the Companies Clauses Consolidation Act 1845 or, in the case of a winding up in Scotland, the Companies Clauses Consolidation (Scotland) Act 1845 with respect to the settlement of disputes by arbitration are incorporated with this Act, and—
 
  (a) in the construction of those provisions this Act is deemed the special Act and “the company” means the transferor company, and
 
  (b) any appointment by the incorporated provisions directed to be made under the hand of the secretary or any two of the directors may be made in writing by the liquidator (or, if there is more than one liquidator, then any two or more of them).
 
NOTES
 
Derivation
 
  Sub-ss (2)–(4) derived from the Companies Act 1985, s 582(5), (6), (8).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 and the Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128, regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 and SSI 2001/128, regs 4, 6, Schs 2, 3.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter V - Provisions Applying to Both Kinds of Voluntary Winding Up - 112 Reference of questions to court

Publication date: 25 Jul 1986

(1) The liquidator or any contributory or creditor may apply to the court to determine any question arising in the winding up of a company, or to exercise, as respects the enforcing of calls or any other matter, all or any of the powers which the court might exercise if the company were being wound up by the court.
 
(2) The court, if satisfied that the determination of the question or the required exercise of power will be just and beneficial, may accede wholly or partially to the application on such terms and conditions as it thinks fit, or may make such other order on the application as it thinks just.
 
(3) A copy of an order made by virtue of this section staying the proceedings in the winding up shall forthwith be forwarded by the company, or otherwise as may be prescribed, to the registrar of companies, who shall enter it in his records relating to the company.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 602.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  Anything directed to be done, or which may be done, to or by the registrar of companies in Scotland by virtue of sub-s (3) above, or the assistant registrar of friendly societies for Scotland by virtue of that subsection as applied in relation to friendly societies, industrial and provident societies or building societies, shall, or (as the case may be) may, also be done to or by the Accountant in Bankruptcy: see the Scotland Act 1998, s 125, Sch 8, para 23(2), (3).
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter V - Provisions Applying to Both Kinds of Voluntary Winding Up - 113 Court's power to control proceedings (Scotland)

Publication date: 25 Jul 1986

If the court, on the application of the liquidator in the winding up of a company registered in Scotland, so directs, no action or proceeding shall be proceeded with or commenced against the company except by leave of the court and subject to such terms as the court may impose.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 603.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter V - Provisions Applying to Both Kinds of Voluntary Winding Up - 114 No liquidator appointed or nominated by company

Publication date: 25 Jul 1986

(1) This section applies where, in the case of a voluntary winding up, no liquidator has been appointed or nominated by the company.
 
(2) The powers of the directors shall not be exercised, except with the sanction of the court or (in the case of a creditors' voluntary winding up) so far as may be necessary to secure compliance with sections 98 (creditors' meeting) and 99 (statement of affairs), during the period before the appointment or nomination of a liquidator of the company.
 
(3) Subsection (2) does not apply in relation to the powers of the directors—
 
  (a) to dispose of perishable goods and other goods the value of which is likely to diminish if they are not immediately disposed of, and
 
  (b) to do all such other things as may be necessary for the protection of the company's assets.
 
(4) If the directors of the company without reasonable excuse fail to comply with this section, they are liable to a fine.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 82.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter V - Provisions Applying to Both Kinds of Voluntary Winding Up - 115 Expenses of voluntary winding up

Publication date: 25 Jul 1986

All expenses properly incurred in the winding up, including the remuneration of the liquidator, are payable out of the company's assets in priority to all other claims.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 604.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter V - Provisions Applying to Both Kinds of Voluntary Winding Up - 116 Saving for certain rights

Publication date: 25 Jul 1986

The voluntary winding up of a company does not bar the right of any creditor or contributory to have it wound up by the court; but in the case of an application by a contributory the court must be satisfied that the rights of the contributories will be prejudiced by a voluntary winding up.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 605.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Jurisdiction (England and Wales) - 117 High Court and county court jurisdiction

Publication date: 25 Jul 1986

(1) The High Court has jurisdiction to wind up any company registered in England and Wales.
 
(2) Where the amount of a company's share capital paid up or credited as paid up does not exceed £120,000, then (subject to this section) the county court of the district in which the company's registered office is situated has concurrent jurisdiction with the High Court to wind up the company.
 
(3) The money sum for the time being specified in subsection (2) is subject to increase or reduction by order under section 416 in Part XV.
 
(4) The Lord Chancellor [may, with the concurrence of the Lord Chief Justice, by order] in a statutory instrument exclude a county court from having winding-up jurisdiction, and for the purposes of that jurisdiction may attach its district, or any part thereof, to any other county court, and may by statutory instrument revoke or vary any such order.
 
In exercising the powers of this section, the Lord Chancellor shall provide that a county court is not to have winding-up jurisdiction unless it has for the time being jurisdiction for the purposes of Parts VIII to XI of this Act (individual insolvency).
 
(5) Every court in England and Wales having winding-up jurisdiction has for the purposes of that jurisdiction all the powers of the High Court; and every prescribed officer of the court shall perform any duties which an officer of the High Court may discharge by order of a judge of that court or otherwise in relation to winding up.
 
(6) For the purposes of this section, a company's “registered office” is the place which has longest been its registered office during the 6 months immediately preceding the presentation of the petition for winding up.
 
[(7) This section is subject to Article 3 of the EC Regulation (jurisdiction under EC Regulation).]
 
[(8) The Lord Chief Justice may nominate a judicial office holder (as defined in section 109(4) of the Constitutional Reform Act 2005) to exercise his functions under this section.]
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 512, and the Insolvency Act 1985, Sch 6, paras 25, 26.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-s (4): words "may, with the concurrence of the Lord Chief Justice, by order" in square brackets substituted by the Constitutional Reform Act 2005, s 15(1), Sch 4, Pt 1, paras 185, 186(1), (2).
 
  Date in force: 3 April 2006: see SI 2006/1014, art 2(a), Sch 1, paras 10, 11(r).
 
  Sub-s (7): inserted by SI 2002/1240, regs 3, 6.
 
  Date in force: 31 May 2002: see SI 2002/1240, reg 1.
 
  Sub-s (8): inserted by the Constitutional Reform Act 2005, s 15(1), Sch 4, Pt 1, paras 185, 186(1), (3).
 
  Date in force: 3 April 2006: see SI 2006/1014, art 2(a), Sch 1, paras 10, 11(r).
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  Modified, for the purposes of the the Insolvent Partnerships Order 1994, SI 1994/2421, by the Insolvent Partnerships Order 1994, SI 1994/2421, arts 7–10, Sch 3, Pt II, para 6, Sch 4, Pt II, para 5, Sch 5, para 1, Sch 6, para 1 (as amended by SI 2006/680, art 3, Sch 2, paras 5–7).
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3.
 
See Further
 
  See further, in relation to the disapplication of sub-ss (2)–(5) above, for the purposes of the European Grouping of Territorial Cooperation Regulations 2007, SI 2007/1949: the European Grouping of Territorial Cooperation Regulations 2007, SI 2007/1949, regs 2, 7, 10, Schedule, Pt 2, para 6.
 
Subordinate Legislation
 
  Civil Courts (Amendment No 2) Order 1986, SI 1986/1361.
 
  Civil Courts (Amendment) Order 1988, SI 1988/2165 (made under sub-s (4)).
 
  Civil Courts (Amendment) Order 1989, SI 1989/106 (made under sub-s (4)).
 
  Civil Courts (Amendment No 3) Order 1994, SI 1994/2626 (made under sub-s (4)).
 
  Civil Courts (Amendment No 4) Order 1994, SI 1994/2893 (made under sub-s (4)).
 
  Civil Courts (Amendment No 3) Order 1996, SI 1996/2579 (made under sub-s (4)).
 
  Civil Courts (Amendment) Order 1998, SI 1998/1880 (made under sub-s (4)).
 
  Civil Courts (Amendment) Order 2006, SI 2006/1542.
 
  Civil Courts (Amendment) Order 2007, SI 2007/786.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Jurisdiction (England and Wales) - 118 Proceedings taken in wrong court

Publication date: 25 Jul 1986

(1) Nothing in section 117 invalidates a proceeding by reason of its being taken in the wrong court.
 
(2) The winding up of a company by the court in England and Wales, or any proceedings in the winding up, may be retained in the court in which the proceedings were commenced, although it may not be the court in which they ought to have been commenced.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 513.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
See Further
 
  See further, in relation to the disapplication of this section, for the purposes of the European Grouping of Territorial Cooperation Regulations 2007, SI 2007/1949: the European Grouping of Territorial Cooperation Regulations 2007, SI 2007/1949, regs 2, 7, 10, Schedule, Pt 2, para 6.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Jurisdiction (England and Wales) - 119 Proceedings in county court; case stated for High Court

Publication date: 25 Jul 1986

(1) If any question arises in any winding-up proceedings in a county court which all the parties to the proceedings, or which one of them and the judge of the court, desire to have determined in the first instance in the High Court, the judge shall state the facts in the form of a special case for the opinion of the High Court.
 
(2) Thereupon the special case and the proceedings (or such of them as may be required) shall be transmitted to the High Court for the purposes of the determination.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 514.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
See Further
 
  See further, in relation to the disapplication of this section, for the purposes of the European Grouping of Territorial Cooperation Regulations 2007, SI 2007/1949: the European Grouping of Territorial Cooperation Regulations 2007, SI 2007/1949, regs 2, 7, 10, Schedule, Pt 2, para 6.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Jurisdiction (Scotland) - 120 Court of Session and sheriff court jurisdiction

Publication date: 25 Jul 1986

(1) The Court of Session has jurisdiction to wind up any company registered in Scotland.
 
(2) When the Court of Session is in vacation, the jurisdiction conferred on that court by this section may (subject to the provisions of this Part) be exercised by the judge acting as vacation judge . . .
 
(3) Where the amount of a company's share capital paid up or credited as paid up does not exceed £120,000, the sheriff court of the sheriffdom in which the company's registered office is situated has concurrent jurisdiction with the Court of Session to wind up the company; but—
 
  (a) the Court of Session may, if it thinks expedient having regard to the amount of the company's assets to do so—
 
  (i) remit to sheriff court any petition presented to the Court of Session for winding up such a company, or
 
  (ii) require such a petition presented to a sheriff court to be remitted to the Court of Session; and
 
  (b) the Court of Session may require any such petition as above-mentioned presented to one sheriff court to be remitted to another sheriff court; and
 
  (c) in a winding up in the sheriff court the sheriff may submit a stated case for the opinion of the Court of Session on any question of law arising in that winding up.
 
(4) For purposes of this section, the expression “registered office” means the place which has longest been the company's registered office during the 6 months immediately preceding the presentation of the petition for winding up.
 
(5) The money sum for the time being specified in subsection (3) is subject to increase or reduction by order under section 416 in Part XV.
 
[(6) This section is subject to Article 3 of the EC Regulation (jurisdiction under EC Regulation).]
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 515, and the Insolvency Act 1985, Sch 6, para 25.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-s (2): words omitted repealed by the Court of Session Act 1988, s 52, Sch 2.
 
  Sub-s (6): inserted by SI 2002/1240, regs 3, 7.
 
  Date in force: 31 May 2002: see SI 2002/1240, reg 1.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3.
 
See Further
 
  See further, in relation to the disapplication of sub-ss (3), (5) above, for the purposes of the European Grouping of Territorial Cooperation Regulations 2007, SI 2007/1949: the European Grouping of Territorial Cooperation Regulations 2007, SI 2007/1949, regs 2, 7, 10, Schedule, Pt 2, para 6.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Jurisdiction (Scotland) - 121 Power to remit winding up to Lord Ordinary

Publication date: 25 Jul 1986

(1) The Court of Session may, by Act of Sederunt, make provision for the taking of proceedings in a winding up before one of the Lords Ordinary; and, where provision is so made, the Lord Ordinary has, for the purposes of the winding up, all the powers and jurisdiction of the court.
 
(2) However, the Lord Ordinary may report to the Inner House any matter which may arise in the course of a winding up.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 516.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Grounds and effect of winding-up petition - 122 Circumstances in which company may be wound up by the court

Publication date: 25 Jul 1986

(1) A company may be wound up by the court if—
 
  (a) the company has by special resolution resolved that the company be wound up by the court,
 
  (b) being a public company which was registered as such on its original incorporation, the company has not been issued with a certificate under section 117 of the Companies Act (public company share capital requirements) [a trading certificate under section 761 of the Companies Act 2006 (requirement as to minimum share capital)] and more than a year has expired since it was so registered,
 
  (c) it is an old public company, within the meaning of the Consequential Provisions Act,
 
  (d) the company does not commence its business within a year from its incorporation or suspends its business for a whole year,
 
  (e) [except in the case of a private company limited by shares or by guarantee,] the number of members is reduced below 2,
 
  (f) the company is unable to pay its debts,
 
  [(fa) at the time at which a moratorium for the company under section 1A comes to an end, no voluntary arrangement approved under Part I has effect in relation to the company,]
 
  (g) the court is of the opinion that it is just and equitable that the company should be wound up.
 
(2) In Scotland, a company which the Court of Session has jurisdiction to wind up may be wound up by the Court if there is subsisting a floating charge over property comprised in the company's property and undertaking, and the court is satisfied that the security of the creditor entitled to the benefit of the floating charge is in jeopardy.
 
For this purpose a creditor's security is deemed to be in jeopardy if the Court is satisfied that events have occurred or are about to occur which render it unreasonable in the creditor's interests that the company should retain power to dispose of the property which is subject to the floating charge.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 517.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-s (1): in para (b) words from "a certificate under" to "share capital requirements)" in italics repealed and subsequent words in square brackets substituted by SI 2008/948, arts 3(1)(b), 6, Sch 1, Pt 2, para 102.
 
  Date in force: 6 April 2008: see SI 2008/948, art 2(2); for transitional provisions and savings see arts 6, 12 thereof.
 
  Sub-s (1): in para (e) words in square brackets inserted by SI 1992/1699, reg 2(b), Schedule, para 8.
 
  Sub-s (1): para (fa) inserted by the Insolvency Act 2000, s 1, Sch 1, paras 1, 6.
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 (as amended by SI 2005/1989, reg 3, Sch 2).
 
See Further
 
  Sub-s (1)(b) above shall not apply to a converting Societas Europaea: the European Public Limited-Liability Company Regulations 2004, SI 2004/2326, reg 88, Sch 4, paras 9(b), 11.
 
  See further, in relation to the application of sub-s (1) above, with modifications, in respect of the Lloyd's of London insurance market: the Insurers (Reorganisation and Winding Up) (Lloyd's) Regulations 2005, SI 2005/1998, reg 25(3).
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Grounds and effect of winding-up petition - 123 Definition of inability to pay debts

Publication date: 25 Jul 1986

(1) A company is deemed unable to pay its debts—
 
  (a) if a creditor (by assignment or otherwise) to whom the company is indebted in a sum exceeding £750 then due has served on the company, by leaving it at the company's registered office, a written demand (in the prescribed form) requiring the company to pay the sum so due and the company has for 3 weeks thereafter neglected to pay the sum or to secure or compound for it to the reasonable satisfaction of the creditor, or
 
  (b) if, in England and Wales, execution or other process issued on a judgment, decree or order of any court in favour of a creditor of the company is returned unsatisfied in whole or in part, or
 
  (c) if, in Scotland, the induciae of a charge for payment on an extract decree, or an extract registered bond, or an extract registered protest, have expired without payment being made, or
 
  (d) if, in Northern Ireland, a certificate of unenforceability has been granted in respect of a judgment against the company, or
 
  (e) if it is proved to the satisfaction of the court that the company is unable to pay its debts as they fall due.
 
(2) A company is also deemed unable to pay its debts if it is proved to the satisfaction of the court that the value of the company's assets is less than the amount of its liabilities, taking into account its contingent and prospective liabilities.
 
(3) The money sum for the time being specified in subsection (1)(a) is subject to increase or reduction by order under section 416 in Part XV.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 518, and the Insolvency Act 1985, Sch 6, paras 25, 27.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Grounds and effect of winding-up petition - 124 Application for winding up

Publication date: 25 Jul 1986

(1) Subject to the provisions of this section, an application to the court for the winding up of a company shall be by petition presented either by the company, or the directors, or by any creditor or creditors (including any contingent or prospective creditor or creditors), contributory or contributories[, or by a liquidator (within the meaning of Article 2(b) of the EC Regulation) appointed in proceedings by virtue of Article 3(1) of the EC Regulation or a temporary administrator (within the meaning of Article 38 of the EC Regulation)] [or by [the designated officer for a magistrates' court] in the exercise of the power conferred by section 87A of the Magistrates' Courts Act 1980 (enforcement of fines imposed on companies)], or by all or any of those parties, together or separately.
 
(2) Except as mentioned below, a contributory is not entitled to present a winding-up petition unless either—
 
  (a) the number of members is reduced below 2, or
 
  (b) the shares in respect of which he is a contributory, or some of them, either were originally allotted to him, or have been held by him, and registered in his name, for at least 6 months during the 18 months before the commencement of the winding up, or have devolved on him through the death of a former holder.
 
(3) A person who is liable under section 76 to contribute to a company's assets in the event of its being wound up may petition on either of the grounds set out in section 122(1)(f) and (g), and subsection (2) above does not then apply; but unless the person is a contributory otherwise than under section 76, he may not in his character as contributory petition on any other ground.
 
This subsection is deemed included in Chapter VII of Part V of the Companies Act (redeemable shares; purchase by a company of its own shares) for the purposes of the Secretary of State's power to make regulations under section 179 of that Act.
 
[(3A) A winding-up petition on the ground set out in section 122(1)(fa) may only be presented by one or more creditors.]
 
(4) A winding-up petition may be presented by the Secretary of State—
 
  (a) if the ground of the petition is that in section 122(1)(b) or (c), or
 
  [(b) in a case falling within section 124A [or 124B] below.]
 
[(4AA) A winding up petition may be presented by the Financial Services Authority in a case falling within section 124C(1) or (2).]
 
[(4A) A winding-up petition may be presented by the Regulator of Community Interest Companies in a case falling within section 50 of the Companies (Audit, Investigations and Community Enterprise) Act 2004.]
 
(5) Where a company is being wound up voluntarily in England and Wales, a winding-up petition may be presented by the official receiver attached to the court as well as by any other person authorised in that behalf under the other provisions of this section; but the court shall not make a winding-up order on the petition unless it is satisfied that the voluntary winding up cannot be continued with due regard to the interests of the creditors or contributories.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 519, and the Insolvency Act 1985, Sch 6, para 28.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-s (1): words from “, or by a” to “the EC Regulation)” in square brackets inserted by SI 2002/1240, regs 3, 8.
 
  Date in force: 31 May 2002: see SI 2002/1240, reg 1.
 
  Sub-s (1): words from “or by” to “imposed on companies)” in square brackets inserted by the Criminal Justice Act 1988, s 62(2).
 
  Sub-s (1): words “the designated officer for a magistrates' court" in square brackets substituted by the Courts Act 2003, s 109(1), Sch 8, para 294.
 
  Date in force: 1 April 2005: see SI 2005/910, art 3(y); for transitional provisions see SI 2005/911, arts 2-5.
 
  Sub-s (3A): inserted by the Insolvency Act 2000, s 1, Sch 1, paras 1, 7.
 
  Date in force: 1 January 2003: see SI 2002/2711, art 2.
 
  Sub-s (4): para (b) substituted by the Companies Act 1989, s 60(2).
 
  Sub-s (4): in para (b) words "or 124B" in square brackets inserted by SI 2004/2326, reg 73(4)(a).
 
  Date in force: 8 October 2004: see SI 2004/2326, reg 1(2).
 
  Sub-s (4AA): inserted by SI 2006/2078, reg 33(2).
 
  Date in force: 18 August 2006: see SI 2006/2078, reg 1.
 
  Sub-s (4A): inserted by the Companies (Audit, Investigations and Community Enterprise) Act 2004, s 50(3).
 
  Date in force: 1 July 2005: see SI 2004/3322, art 2(3), Sch 3.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 (as amended by SI 2005/1989, reg 3, Sch 2).
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Grounds and effect of winding-up petition - [124A Petition for winding up on grounds of public interest]

Publication date: 25 Jul 1986

[(1) Where it appears to the Secretary of State from—
 
  (a) any report made or information obtained under Part XIV [(except section 448A)] of the Companies Act 1985 (company investigations, &c.),
 
  [(b) any report made by inspectors under—
 
  (i) section 167, 168, 169 or 284 of the Financial Services and Markets Act 2000, or
 
  (ii) where the company is an open-ended investment company (within the meaning of that Act), regulations made as a result of section 262(2)(k) of that Act;
 
  (bb) any information or documents obtained under section 165, 171, 172, 173 or 175 of that Act,]
 
  (c) any information obtained under section 2 of the Criminal Justice Act 1987 or section 52 of the Criminal Justice (Scotland) Act 1987 (fraud investigations), or
 
  (d) any information obtained under section 83 of the Companies Act 1989 (powers exercisable for purpose of assisting overseas regulatory authorities),
 
that it is expedient in the public interest that a company should be wound up, he may present a petition for it to be wound up if the court thinks it just and equitable for it to be so.
 
(2) This section does not apply if the company is already being wound up by the court.]
 
NOTES
 
Amendment
 
  Inserted by the Companies Act 1989, s 60(3).
 
  Sub-s (1): in para (a) words "(except section 448A)" in square brackets inserted by the Companies (Audit, Investigations and Community Enterprise) Act 2004, s 25(1), Sch 2, Pt 3, para 27.
 
  Date in force: 6 April 2005: see SI 2004/3322, art 2(2), Sch 2; for transitional provisions relating to company investigations see art 13 thereof.
 
  Sub-s (1): paras (b), (bb) substituted, for para (b) as originally enacted, by SI 2001/3649, art 305.
 
  Date in force: 1 December 2001: see SI 2001/3649, art 1.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 (as amended by SI 2004/355, art 10).
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Grounds and effect of winding-up petition - [124B Petition for winding up of SE]

Publication date: 25 Jul 1986

[(1) Where—
 
 (a) an SE whose registered office is in Great Britain is not in compliance with Article 7 of Council Regulation (EC) No 2157/2001 on the Statute for a European company (the "EC Regulation") (location of head office and registered office), and
 
 (b) it appears to the Secretary of State that the SE should be wound up, he may present a petition for it to be wound up if the court thinks it is just and equitable for it to be so.
 
(2) This section does not apply if the SE is already being wound up by the court.
 
(3) In this section "SE" has the same meaning as in the EC Regulation.]
 
NOTES
 
Amendment
 
 Inserted by SI 2004/2326, reg 73(3).
 
 Date in force: 8 October 2004: see SI 2004/2326, reg 1(2).
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Grounds and effect of winding-up petition - [124C Petition for winding up of SCE]

Publication date: 02 Feb 2005

[(1) Where, in the case of an SCE whose registered office is in Great Britain—
 
 (a) there has been such a breach as is mentioned in Article 73(1) of Council Regulation (EC) No 1435/2003 on the Statute for a European Cooperative Society (SCE) (the "European Cooperative Society Regulation") (winding up by the court or other competent authority), and
 
 (b) it appears to the Financial Services Authority that the SCE should be wound up,
 
the Authority may present a petition for the SCE to be wound up if the court thinks it is just and equitable for it to be so.
 
(2) Where, in the case of an SCE whose registered office is in Great Britain—
 
 (a) the SCE is not in compliance with Article 6 of the European Cooperative Society Regulation (location of head office and registered office, and
 
 (b) it appears to the Financial Service Authority that the SCE should be wound up,
 
the Authority may present a petition for the SCE to be wound up if the court thinks it is just and equitable for it to be so.
 
(3) This section does not apply if the SCE is already being wound up by the court.
 
(4) In this section "SCE" has the same meaning as in the European Cooperative Society Regulation.]
 
NOTES
 
Amendment
 
 Inserted by SI 2006/2078, reg 33(1).
 
 Date in force: 18 August 2006: see SI 2006/2078, reg 1.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Grounds and effect of winding-up petition - 125 Powers of court on hearing of petition

Publication date: 25 Jul 1986

(1) On hearing a winding-up petition the court may dismiss it, or adjourn the hearing conditionally or unconditionally, or make an interim order, or any other order that it thinks fit; but the court shall not refuse to make a winding-up order on the ground only that the company's assets have been mortgaged to an amount equal to or in excess of those assets, or that the company has no assets.
 
(2) If the petition is presented by members of the company as contributories on the ground that it is just and equitable that the company should be wound up, the court, if it is of opinion—
 
  (a) that the petitioners are entitled to relief either by winding up the company or by some other means, and
 
  (b) that in the absence of any other remedy it would be just and equitable that the company should be wound up,
 
shall make a winding-up order; but this does not apply if the court is also of the opinion both that some other remedy is available to the petitioners and that they are acting unreasonably in seeking to have the company wound up instead of pursuing that other remedy.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 520.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  Modified, in relation to the notification to the Financial Services Authority of any decision or winding-up order made on or after 5th May 2004, by the Credit Institutions (Reorganisation and Winding up) Regulations 2004, SI 2004/1045, reg 9(1)(b), (5).
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Grounds and effect of winding-up petition - 126 Power to stay or restrain proceedings against company

Publication date: 25 Jul 1986

(1) At any time after the presentation of a winding-up petition, and before a winding-up order has been made, the company, or any creditor or contributory, may—
 
  (a) where any action or proceeding against the company is pending in the High Court or Court of Appeal in England and Wales or Northern Ireland, apply to the court in which the action or proceeding is pending for a stay of proceedings therein, and
 
  (b) where any other action or proceeding is pending against the company, apply to the court having jurisdiction to wind up the company to restrain further proceedings in the action or proceeding;
 
and the court to which application is so made may (as the case may be) stay, sist or restrain the proceedings accordingly on such terms as it thinks fit.
 
(2) In the case of a company registered under section 680 of the Companies Act (pre-1862 companies; companies formed under legislation other than the Companies Acts) or the previous corresponding legislation, where the application to stay, sist or restrain is by a creditor, this section extends to actions and proceedings against any contributory of the company.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 521.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 and the Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128, regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 and SSI 2001/128, regs 4, 6, Schs 2, 3.
 
See Further
 
  See further, in relation to default proceedings: the Companies Act 1989, s 161.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Grounds and effect of winding-up petition - 127 Avoidance of property dispositions, etc

Publication date: 25 Jul 1986

[(1)] In a winding up by the court, any disposition of the company's property, and any transfer of shares, or alteration in the status of the company's members, made after the commencement of the winding up is, unless the court otherwise orders, void.
 
[(2) This section has no effect in respect of anything done by an administrator of a company while a winding-up petition is suspended under paragraph 40 of Schedule B1.]
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 522.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-s (1): numbered as such by the Enterprise Act 2002, s 248(3), Sch 17, paras 9, 15.
 
  Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
  Sub-s (2): inserted by the Enterprise Act 2002, s 248(3), Sch 17, paras 9, 15.
 
  Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 and the Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128, regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3 (as amended by SI 2005/1989, reg 3, Sch 2) and SSI 2001/128, regs 4, 6, Schs 2, 3.
 
See Further
 
  See further: the Companies Act 1989, ss 164, 175, 182(4), Sch 22, paras 7, 11.
 
  See further, in relation to winding-up proceedings of a collateral-taker or collateral-provider, the disapplication of this section in relation to any property or security interest subject to a disposition or created or otherwise arising under a financial collateral arrangement, or to prevent a close-out netting provision taking effect in accordance with its terms: the Financial Collateral Arrangements (No 2) Regulations 2003, SI 2003/3226, reg 10(1).
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Grounds and effect of winding-up petition - 128 Avoidance of attachments, etc

Publication date: 25 Jul 1986

(1) Where a company registered in England and Wales is being wound up by the court, any attachment, sequestration, distress or execution put in force against the estate or effects of the company after the commencement of the winding up is void.
 
(2) This section, so far as relates to any estate or effects of the company situated in England and Wales, applies in the case of a company registered in Scotland as it applies in the case of a company registered in England and Wales.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 523.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 
See Further
 
  See further, in relation to default proceedings: the Companies Act 1989, s 161.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Commencement of winding up - 129 Commencement of winding up by the court

Publication date: 25 Jul 1986

(1) If, before the presentation of a petition for the winding up of a company by the court, a resolution has been passed by the company for voluntary winding up, the winding up of the company is deemed to have commenced at the time of the passing of the resolution; and unless the court, on proof of fraud or mistake, directs otherwise, all proceedings taken in the voluntary winding up are deemed to have been validly taken.
 
[(1A) Where the court makes a winding-up order by virtue of paragraph 13(1)(e) of Schedule B1, the winding up is deemed to commence on the making of the order.]
 
(2) In any other case, the winding up of a company by the court is deemed to commence at the time of the presentation of the petition for winding up.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 524.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-s (1A): inserted by the Enterprise Act 2002, s 248(3), Sch 17, paras 9, 16.
 
  Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3.
 
See Further
 
  See further, the Energy Act 2004, s 159(1), Sch 20, Pt 4, para 45 which provides that the reference in sub-s (1A) above to Sch B1, para 13(1)(e) hereto includes a reference to the Energy Act 2004, s 157(1)(e).
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Commencement of winding up - 130 Consequences of winding-up order

Publication date: 25 Jul 1986

(1) On the making of a winding-up order, a copy of the order must forthwith be forwarded by the company (or otherwise as may be prescribed) to the registrar of companies, who shall enter it in his records relating to the company.
 
(2) When a winding-up order has been made or a provisional liquidator has been appointed, no action or proceeding shall be proceeded with or commenced against the company or its property, except by leave of the court and subject to such terms as the court may impose.
 
(3) When an order has been made for winding up a company registered under section 680 of the Companies Act, no action or proceeding shall be commenced or proceeded with against the company or its property or any contributory of the company, in respect of any debt of the company, except by leave of the court, and subject to such terms as the court may impose.
 
(4) An order for winding up a company operates in favour of all the creditors and of all contributories of the company as if made on the joint petition of a creditor and of a contributory.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 525, and the Insolvency Act 1985, Sch 6, para 29.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  Anything directed to be done, or which may be done, to or by the registrar of companies in Scotland by virtue of sub-s (1) above, or the assistant registrar of friendly societies for Scotland by virtue of that subsection as applied in relation to friendly societies, industrial and provident societies or building societies, shall, or (as the case may be) may, also be done to or by the Accountant in Bankruptcy: see the Scotland Act 1998, s 125, Sch 8, para 23(2), (3).
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships Regulations 2001, SI 2001/1090 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SI 2001/1090, reg 5, Sch 3.
 
See Further
 
  See further: the Companies Act 1989, ss 161, 182(4), Sch 22, paras 5, 12.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Investigation procedures - 131 Company's statement of affairs

Publication date: 25 Jul 1986

(1) Where the court has made a winding-up order or appointed a provisional liquidator, the official receiver may require some or all of the persons mentioned in subsection (3) below to make out and submit to him a statement in the prescribed form as to the affairs of the company.
 
(2) The statement shall be verified by affidavit by the persons required to submit it and shall show—
 
  (a) particulars of the company's assets, debts and liabilities;
 
  (b) the names and addresses of the company's creditors;
 
  (c) the securities held by them respectively;
 
  (d) the dates when the securities were respectively given; and
 
  (e) such further or other information as may be prescribed or as the official receiver may require.
 
(3) The persons referred to in subsection (1) are—
 
  (a) those who are or have been officers of the company;
 
  (b) those who have taken part in the formation of the company at any time within one year before the relevant date;
 
  (c) those who are in the company's employment, or have been in its employment within that year, and are in the official receiver's opinion capable of giving the information required;
 
  (d) those who are or have been within that year officers of, or in the employment of, a company which is, or within that year was, an officer of the company.
 
(4) Where any persons are required under this section to submit a statement of affairs to the official receiver, they shall do so (subject to the next subsection) before the end of the period of 21 days beginning with the day after that on which the prescribed notice of the requirement is given to them by the official receiver.
 
(5) The official receiver, if he thinks fit, may—
 
  (a) at any time release a person from an obligation imposed on him under subsection (1) or (2) above; or
 
  (b) either when giving the notice mentioned in subsection (4) or subsequently, extend the period so mentioned;
 
and where the official receiver has refused to exercise a power conferred by this subsection, the court, if it thinks fit, may exercise it.
 
(6) In this section—
 
  ”employment” includes employment under a contract for services; and
 
  ”the relevant date” means—
 
  (a) in a case where a provisional liquidator is appointed, the date of his appointment; and
 
  (b) in a case where no such appointment is made, the date of the winding-up order.
 
(7) If a person without reasonable excuse fails to comply with any obligation imposed under this section, he is liable to a fine and, for continued contravention, to a daily default fine.
 
(8) In the application of this section to Scotland references to the official receiver are to the liquidator or, in a case where a provisional liquidator is appointed, the provisional liquidator.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 66.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Investigation procedures - 132 Investigation by official receiver

Publication date: 25 Jul 1986

(1) Where a winding-up order is made by the court in England and Wales, it is the duty of the official receiver to investigate—
 
  (a) if the company has failed, the causes of the failure; and
 
  (b) generally, the promotion, formation, business, dealings and affairs of the company,
 
and to make such report (if any) to the court as he thinks fit.
 
(2) The report is, in any proceedings, prima facie evidence of the facts stated in it.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 67.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Investigation procedures - 133 Public examination of officers

Publication date: 25 Jul 1986

(1) Where a company is being wound up by the court, the official receiver or, in Scotland, the liquidator may at any time before the dissolution of the company apply to the court for the public examination of any person who—
 
  (a) is or has been an officer of the company; or
 
  (b) has acted as liquidator or administrator of the company or as receiver or manager or, in Scotland, receiver of its property; or
 
  (c) not being a person falling within paragraph (a) or (b), is or has been concerned, or has taken part, in the promotion, formation or management of the company.
 
(2) Unless the court otherwise orders, the official receiver or, in Scotland, the liquidator shall make an application under subsection (1) if he is requested in accordance with the rules to do so by—
 
  (a) one-half, in value, of the company's creditors; or
 
  (b) three-quarters, in value, of the company's contributories.
 
(3) On an application under subsection (1), the court shall direct that a public examination of the person to whom the application relates shall be held on a day appointed by the court; and that person shall attend on that day and be publicly examined as to the promotion, formation or management of the company or as to the conduct of its business and affairs, or his conduct or dealings in relation to the company.
 
(4) The following may take part in the public examination of a person under this section and may question that person concerning the matters mentioned in subsection (3), namely—
 
  (a) the official receiver;
 
  (b) the liquidator of the company;
 
  (c) any person who has been appointed as special manager of the company's property or business;
 
  (d) any creditor of the company who has tendered a proof or, in Scotland, submitted a claim in the winding up;
 
  (e) any contributory of the company.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 68(1)–(4).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Investigation procedures - 134 Enforcement of s 133

Publication date: 25 Jul 1986

(1) If a person without reasonable excuse fails at any time to attend his public examination under section 133, he is guilty of a contempt of court and liable to be punished accordingly.
 
(2) In a case where a person without reasonable excuse fails at any time to attend his examination under section 133 or there are reasonable grounds for believing that a person has absconded, or is about to abscond, with a view to avoiding or delaying his examination under that section, the court may cause a warrant to be issued to a constable or prescribed officer of the court—
 
  (a) for the arrest of that person; and
 
  (b) for the seizure of any books, papers, records, money or goods in that person's possession.
 
(3) In such a case the court may authorise the person arrested under the warrant to be kept in custody, and anything seized under such a warrant to be held, in accordance with the rules, until such time as the court may order.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 68(5), (6).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Appointment of liquidator - 135 Appointment and powers of provisional liquidator

Publication date: 25 Jul 1986

(1) Subject to the provisions of this section, the court may, at any time after the presentation of a winding-up petition, appoint a liquidator provisionally.
 
(2) In England and Wales, the appointment of a provisional liquidator may be made at any time before the making of a winding-up order; and either the official receiver or any other fit person may be appointed.
 
(3) In Scotland, such an appointment may be made at any time before the first appointment of liquidators.
 
(4) The provisional liquidator shall carry out such functions as the court may confer on him.
 
(5) When a liquidator is provisionally appointed by the court, his powers may be limited by the order appointing him.
 
NOTES
 
Derivation
 
  Sub-ss (1)–(3), (5) derived from the Companies Act 1985, s 532; sub-s (4) derived from the Insolvency Act 1985, s 69(3).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 
  Modified, in relation to the notification to the Financial Services Authority of the appointment of a provisional liquidator under sub-s (1) above on or after 5 May 2004, by the Credit Institutions (Reorganisation and Winding up) Regulations 2004, SI 2004/1045, reg 9(1)(c), (5).
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Appointment of liquidator - 136 Functions of official receiver in relation to office of liquidator

Publication date: 25 Jul 1986

(1) The following provisions of this section have effect, subject to section 140 below, on a winding-up order being made by the court in England and Wales.
 
(2) The official receiver, by virtue of his office, becomes the liquidator of the company and continues in office until another person becomes liquidator under the provisions of this Part.
 
(3) The official receiver is, by virtue of his office, the liquidator during any vacancy.
 
(4) At any time when he is the liquidator of the company, the official receiver may summon separate meetings of the company's creditors and contributories for the purpose of choosing a person to be liquidator of the company in place of the official receiver.
 
(5) It is the duty of the official receiver—
 
  (a) as soon as practicable in the period of 12 weeks beginning with the day on which the winding-up order was made, to decide whether to exercise his power under subsection (4) to summon meetings, and
 
  (b) if in pursuance of paragraph (a) he decides not to exercise that power, to give notice of his decision, before the end of that period, to the court and to the company's creditors and contributories, and
 
  (c) (whether or not he has decided to exercise that power) to exercise his power to summon meetings under subsection (4) if he is at any time requested, in accordance with the rules, to do so by one-quarter, in value, of the company's creditors;
 
and accordingly, where the duty imposed by paragraph (c) arises before the official receiver has performed a duty imposed by paragraph (a) or (b), he is not required to perform the latter duty.
 
(6) A notice given under subsection (5)(b) to the company's creditors shall contain an explanation of the creditors' power under subsection (5)(c) to require the official receiver to summon meetings of the company's creditors and contributories.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 70(1)–(3), (4)(a), (5), (6).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Appointment of liquidator - 137 Appointment by Secretary of State

Publication date: 25 Jul 1986

(1) In a winding up by the court in England and Wales the official receiver may, at any time when he is the liquidator of the company, apply to the Secretary of State for the appointment of a person as liquidator in his place.
 
(2) If meetings are held in pursuance of a decision under section 136(5)(a), but no person is chosen to be liquidator as a result of those meetings, it is the duty of the official receiver to decide whether to refer the need for an appointment to the Secretary of State.
 
(3) On an application under subsection (1), or a reference made in pursuance of a decision under subsection (2), the Secretary of State shall either make an appointment or decline to make one.
 
(4) Where a liquidator has been appointed by the Secretary of State under subsection (3), the liquidator shall give notice of his appointment to the company's creditors or, if the court so allows, shall advertise his appointment in accordance with the directions of the court.
 
(5) In that notice or advertisement the liquidator shall—
 
  (a) state whether he proposes to summon a general meeting of the company's creditors under section 141 below for the purpose of determining (together with any meeting of contributories) whether a liquidation committee should be established under that section, and
 
  (b) if he does not propose to summon such a meeting, set out the power of the company's creditors under that section to require him to summon one.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 70(4)(b), (7)–(9).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Appointment of liquidator - 138 Appointment of liquidator in Scotland

Publication date: 25 Jul 1986

(1) Where a winding-up order is made by the court in Scotland, a liquidator shall be appointed by the court at the time when the order is made.
 
(2) The liquidator so appointed (here referred to as “the interim liquidator”) continues in office until another person becomes liquidator in his place under this section or the next.
 
(3) The interim liquidator shall (subject to the next subsection) as soon as practicable in the period of 28 days beginning with the day on which the winding-up order was made or such longer period as the court may allow, summon separate meetings of the company's creditors and contributories for the purpose of choosing a person (who may be the person who is the interim liquidator) to be liquidator of the company in place of the interim liquidator.
 
(4) If it appears to the interim liquidator, in any case where a company is being wound up on grounds including its inability to pay its debts, that it would be inappropriate to summon under subsection (3) a meeting of the company's contributories, he may summon only a meeting of the company's creditors for the purpose mentioned in that subsection.
 
(5) If one or more meetings are held in pursuance of this section but no person is appointed or nominated by the meeting or meetings, the interim liquidator shall make a report to the court which shall appoint either the interim liquidator or some other person to be liquidator of the company.
 
(6) A person who becomes liquidator of the company in place of the interim liquidator shall, unless he is appointed by the court, forthwith notify the court of that fact.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 535, and the Insolvency Act 1985, s 71, Sch 6, para 30.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Appointment of liquidator - 139 Choice of liquidator at meetings of creditors and contributories

Publication date: 25 Jul 1986

(1) This section applies where a company is being wound up by the court and separate meetings of the company's creditors and contributories are summoned for the purpose of choosing a person to be liquidator of the company.
 
(2) The creditors and the contributories at their respective meetings may nominate a person to be liquidator.
 
(3) The liquidator shall be the person nominated by the creditors or, where no person has been so nominated, the person (if any) nominated by the contributories.
 
(4) In the case of different persons being nominated, any contributory or creditor may, within 7 days after the date on which the nomination was made by the creditors, apply to the court for an order either—
 
  (a) appointing the person nominated as liquidator by the contributories to be a liquidator instead of, or jointly with, the person nominated by the creditors; or
 
  (b) appointing some other person to be liquidator instead of the person nominated by the creditors.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 72.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Appointment of liquidator - 140 Appointment by the court following administration or voluntary arrangement

Publication date: 25 Jul 1986

[(1) Where a winding-up order is made immediately upon the appointment of an administrator ceasing to have effect, the court may appoint as liquidator of the company the person whose appointment as administrator has ceased to have effect.]
 
(2) Where a winding-up order is made at a time when there is a supervisor of a voluntary arrangement approved in relation to the company under Part I, the court may appoint as liquidator of the company the person who is the supervisor at the time when the winding-up order is made.
 
(3) Where the court makes an appointment under this section, the official receiver does not become the liquidator as otherwise provided by section 136(2), and he has no duty under section 136(5)(a) or (b) in respect of the summoning of creditors' or contributories' meetings.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 73.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Amendment
 
  Sub-s (1): substituted by the Enterprise Act 2002, s 248(3), Sch 17, paras 9, 17.
 
  Date in force: 15 September 2003: see SI 2003/2093, art 2(1), Sch 1; for transitional provisions and effect see art 3(1), (2)(a), (3) thereof and the Enterprise Act 2002, s 249, Sch 17, para 1.
 
Modification
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Liquidation committees - 141 Liquidation committee (England and Wales)

Publication date: 25 Jul 1986

(1) Where a winding-up order has been made by the court in England and Wales and separate meetings of creditors and contributories have been summoned for the purpose of choosing a person to be liquidator, those meetings may establish a committee (”the liquidation committee”) to exercise the functions conferred on it by or under this Act.
 
(2) The liquidator (not being the official receiver) may at any time, if he thinks fit, summon separate general meetings of the company's creditors and contributories for the purpose of determining whether such a committee should be established and, if it is so determined, of establishing it.
 
The liquidator (not being the official receiver) shall summon such a meeting if he is requested, in accordance with the rules, to do so by one-tenth, in value, of the company's creditors.
 
(3) Where meetings are summoned under this section, or for the purpose of choosing a person to be liquidator, and either the meeting of creditors or the meeting of contributories decides that a liquidation committee should be established, but the other meeting does not so decide or decides that a committee should not be established, the committee shall be established in accordance with the rules, unless the court otherwise orders.
 
(4) The liquidation committee is not to be able or required to carry out its functions at any time when the official receiver is liquidator; but at any such time its functions are vested in the Secretary of State except to the extent that the rules otherwise provide.
 
(5) Where there is for the time being no liquidation committee, and the liquidator is a person other than the official receiver, the functions of such a committee are vested in the Secretary of State except to the extent that the rules otherwise provide.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 74.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - Liquidation committees - 142 Liquidation committee (Scotland)

Publication date: 25 Jul 1986

(1) Where a winding-up order has been made by the court in Scotland and separate meetings of creditors and contributories have been summoned for the purpose of choosing a person to be liquidator or, under section 138(4), only a meeting of creditors has been summoned for that purpose, those meetings or (as the case may be) that meeting may establish a committee (”the liquidation committee”) to exercise the functions conferred on it by or under this Act.
 
(2) The liquidator may at any time, if he thinks fit, summon separate general meetings of the company's creditors and contributories for the purpose of determining whether such a committee should be established and, if it is so determined, of establishing it.
 
(3) The liquidator, if appointed by the court otherwise than under section 139(4)(a), is required to summon meetings under subsection (2) if he is requested, in accordance with the rules, to do so by one-tenth, in value, of the company's creditors.
 
(4) Where meetings are summoned under this section, or for the purpose of choosing a person to be liquidator, and either the meeting of creditors or the meeting of contributories decides that a liquidation committee should be established, but the other meeting does not so decide or decides that a committee should not be established, the committee shall be established in accordance with the rules, unless the court otherwise orders.
 
(5) Where in the case of any winding up there is for the time being no liquidation committee, the functions of such a committee are vested in the court except to the extent that the rules otherwise provide.
 
(6) In addition to the powers and duties conferred and imposed on it by this Act, a liquidation committee has such of the powers and duties of commissioners in a sequestration as may be conferred and imposed on such committees by the rules.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 75.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - The liquidator's functions - 143 General functions in winding up by the court

Publication date: 25 Jul 1986

(1) The functions of the liquidator of a company which is being wound up by the court are to secure that the assets of the company are got in, realised and distributed to the company's creditors and, if there is a surplus, to the persons entitled to it.
 
(2) It is the duty of the liquidator of a company which is being wound up by the court in England and Wales, if he is not the official receiver—
 
  (a) to furnish the official receiver with such information,
 
  (b) to produce to the official receiver, and permit inspection by the official receiver of, such books, papers and other records, and
 
  (c) to give the official receiver such other assistance,
 
as the official receiver may reasonably require for the purposes of carrying out his functions in relation to the winding up.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 69(1), (2).
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - The liquidator's functions - 144 Custody of company's property

Publication date: 25 Jul 1986

(1) When a winding-up order has been made, or where a provisional liquidator has been appointed, the liquidator or the provisional liquidator (as the case may be) shall take into his custody or under his control all the property and things in action to which the company is or appears to be entitled.
 
(2) In a winding up by the court in Scotland, if and so long as there is no liquidator, all the property of the company is deemed to be in the custody of the court.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 537.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - The liquidator's functions - 145 Vesting of company property in liquidator

Publication date: 25 Jul 1986

(1) When a company is being wound up by the court, the court may on the application of the liquidator by order direct that all or any part of the property of whatsoever description belonging to the company or held by trustees on its behalf shall vest in the liquidator by his official name; and thereupon the property to which the order relates vests accordingly.
 
(2) The liquidator may, after giving such indemnity (if any) as the court may direct, bring or defend in his official name any action or other legal proceeding which relates to that property or which it is necessary to bring or defend for the purpose of effectually winding up the company and recovering its property.
 
NOTES
 
Derivation
 
  This section derived from the Companies Act 1985, s 538.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapter VI - Winding Up by the Court - The liquidator's functions - 146 Duty to summon final meeting

Publication date: 25 Jul 1986

(1) Subject to the next subsection, if it appears to the liquidator of a company which is being wound by the court that the winding up of the company is for practical purposes complete and the liquidator is not the official receiver, the liquidator shall summon a final general meeting of the company's creditors which—
 
  (a) shall receive the liquidator's report of the winding up, and
 
  (b) shall determine whether the liquidator should have his release under section 174 in Chapter VII of this Part.
 
(2) The liquidator may, if he thinks fit, give the notice summoning the final general meeting at the same time as giving notice of any final distribution of the company's property but, if summoned for an earlier date, that meeting shall be adjourned (and, if necessary, further adjourned) until a date on which the liquidator is able to report to the meeting that the winding up of the company is for practical purposes complete.
 
(3) In the carrying out of his functions in the winding up it is the duty of the liquidator to retain sufficient sums from the company's property to cover the expenses of summoning and holding the meeting required by this section.
 
NOTES
 
Derivation
 
  This section derived from the Insolvency Act 1985, s 78.
 
Initial Commencement
 
  To be appointed
 
  To be appointed: this Act shall come into force on the day on which the Insolvency Act 1985, Pt III comes into force: see s 443.
 
Appointment
 
  Appointment: 29 December 1986 (being the day on which the Insolvency Act 1985, Pt III came into force): see SI 1986/1924, art 3.
 
Modification
 
  Modified by the Building Societies Act 1986, s 90, Sch 15, and the Friendly Societies Act 1992, s 23, Sch 10.
 
  The Limited Liability Partnerships Act 2000 provides for the creation of Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Scotland) Regulations 2001, SSI 2001/128 regulate LLPs by applying to them, with modifications, the appropriate provisions of this Act: see SSI 2001/128, regs 4, 6, Sch 2.
 

Part IV - Winding Up of Companies Registered under the Companies Acts - Chapte