Legalize / United Kingdom / Public General Act

Corporate Insolvency and Governance Act 2020

Type Public General Act

Publication 2020-06-25

Last updated 2022-02-14

State In force

Department Statute Law Database

Source legislation.gov.uk

articles Not indexed

Reform history JSON API

(197B) (1) This Article applies where a company becomes subject to a relevant insolvency procedure. (2) A company becomes subject to a relevant insolvency procedure for the purposes of this Article where— (a) a moratorium under Part 1A comes into force for the company, (b) the company enters administration, (c) an administrative receiver of the company is appointed (otherwise than in succession to another administrative receiver), (d) a voluntary arrangement approved under Part 2 takes effect in relation to the company, (e) the company goes into liquidation, (f) a provisional liquidator of the company is appointed (otherwise than in succession to another provisional liquidator), or (g) a court order is made under section 901C(1) of the Companies Act 2006 in relation to the company (order summoning meeting relating to compromise or arrangement). (3) A provision of a contract for the supply of goods or services to the company ceases to have effect when the company becomes subject to the relevant insolvency procedure if and to the extent that, under the provision— (a) the contract or the supply would terminate, or any other thing would take place, because the company becomes subject to the relevant insolvency procedure, or (b) the supplier would be entitled to terminate the contract or the supply, or to do any other thing, because the company becomes subject to the relevant insolvency procedure. (4) Where— (a) under a provision of a contract for the supply of goods or services to the company the supplier is entitled to terminate the contract or the supply because of an event occurring before the start of the insolvency period, and (b) the entitlement arises before the start of that period, the entitlement may not be exercised during that period. (5) Where a provision of a contract ceases to have effect under paragraph (3) or an entitlement under a provision of a contract is not exercisable under paragraph (4), the supplier may terminate the contract if— (a) in a case where the company has become subject to a relevant insolvency procedure as specified in paragraph (2)(b), (c), (e) or (f), the office-holder consents to the termination of the contract, (b) in any other case, the company consents to the termination of the contract, or (c) the High Court is satisfied that the continuation of the contract would cause the supplier hardship and grants permission for the termination of the contract. (6) Where a provision of a contract ceases to have effect under paragraph (3) and the company becomes subject to a further relevant insolvency procedure, the supplier may terminate the contract in accordance with paragraph (5)(a) to (c). (7) The supplier shall not make it a condition of any supply of goods and services after the time when the company becomes subject to the relevant insolvency procedure, or do anything which has the effect of making it a condition of such a supply, that any outstanding charges in respect of a supply made to the company before that time are paid. (8) In this Article “the insolvency period”, in relation to a relevant insolvency procedure, means the period beginning when the company becomes subject to the relevant insolvency procedure and ending— (a) in the case of a moratorium under Part 1A, when the moratorium comes to an end, (b) in the case of the company entering administration, when the appointment of the administrator ceases to have effect under — (i) paragraphs 77 to 85 of Schedule B1, or (ii) an order under section 901F of the Companies Act 2006, (c) in the case of the appointment of an administrative receiver of the company, when the receiver or any successor to the receiver ceases to hold office without a successor being appointed, (d) in the case of a voluntary arrangement approved under Part 2 taking effect in relation to the company, when the arrangement ceases to have effect, (e) in the case of the company going into liquidation, when the liquidator has— (i) pursuant to Article 80(1), laid the account of the winding up before a general meeting of the company and given an explanation of it, (ii) pursuant to Article 92(1), laid the account of the winding up before a general meeting of the company and a meeting of the creditors and given an explanation of it to each meeting, or (iii) pursuant to Article 124(1), given the liquidator's report of the winding up to a general meeting of the company's creditors, or when the appointment of the liquidator ceases to have effect under an order under section 901F of the Companies Act 2006, (f) in the case of the appointment of a provisional liquidator for the company, when the provisional liquidator or any successor to the provisional liquidator ceases to hold office without a successor being appointed, and (g) in the case of the making of a court order under section 901C(1) of the Companies Act 2006 in relation to the company, when— (i) an order made by the High Court under section 901F of that Act takes effect, or (ii) the High Court decides not to make such an order. (9) In this Article “office-holder”, in relation to a company which has entered into an insolvency procedure as specified in paragraph (2)(b), (c), (e) or (f), means the administrator, administrative receiver, liquidator or provisional liquidator respectively. (10) Schedule 2ZZA provides for exclusions from the operation of this Article. (197C) (1) Regulations may omit any of sub-paragraphs (a) to (g) of Article 197B(2) (relevant insolvency procedures). (2) Regulations may amend Schedule 2ZZA so as to— (a) remove or amend any exclusion from Article 197B for the time being specified there, or (b) add further exclusions from Article 197B. (3) In paragraph (2), references to exclusions from Article 197B are to circumstances in which Article 197B, or any provision of that Article, does not apply. (4) The circumstances referred to in paragraph (3) may be framed by reference to kinds of company, supplier, contract, goods or services or in any other way. (5) Regulations under this Article may make— (a) consequential provision; (b) transitional and supplementary provision. (6) Regulations under this Article made by virtue of paragraph (5) may in particular make provision amending this Order or any other statutory provision whenever passed or made (including, if paragraph 1(1) or (2) of Schedule 2ZZA is omitted, provision omitting Article 197A or 197 respectively). (7) Regulations may not be made under this Article unless a draft of the regulations has been laid before, and approved by a resolution of, the Assembly.

(2) In the Insolvency (Northern Ireland) Order 1989, in Article 2(2), in the definition of “regulations”, before “Article 359(2)” insert “ Article 197C and ”.

(3) Schedule 13—

(a) inserts a new Schedule into the Insolvency (Northern Ireland) Order 1989 which provides for exclusions from the operation of Article 197B of that Order, and

(b) contains consequential amendments.

(4) The amendments made by this section and Schedule 13 have effect in relation to a company which becomes subject to a relevant insolvency procedure on or after the day on which this section comes into force (but in respect of contracts entered into before, as well as those entered into on or after, that day).

Temporary exclusion for small suppliers: Northern Ireland

19

(1) Article 197B of the Insolvency (Northern Ireland) Order 1989 does not apply in relation to a contract for the supply of goods or services to a company where—

(a) the company becomes subject to a relevant insolvency procedure during the relevant period, and

(b) the supplier is a small entity at the time the company becomes subject to the procedure.

(2) In subsection (1)(a) “relevant period” means the period which—

(a) begins with the day on which this section comes into force, and

(b) ends with 30 June 2021.

(3) For the purposes of subsection (1)(b), whether the supplier is a “small entity” at the time the company becomes subject to a relevant insolvency procedure (the “ relevant time ”) is to be determined under subsections (4) to (10).

(4) Where the supplier is not in its first financial year at the relevant time, the supplier is a small entity at the relevant time if at least two of the following conditions were met in relation to its most recent financial year—

Condition 1: the supplier's turnover was not more than £10.2 million;

Condition 2: the supplier's balance sheet total was not more than £5.1 million;

Condition 3: the number of the supplier's employees was not more than 50.

(5) For the purposes of Condition 1 in subsection (4), if the supplier's most recent financial year was not 12 months, the maximum figure for turnover must be proportionately adjusted.

(6) For the purposes of Condition 2 in subsection (4), the supplier's balance sheet total means the aggregate of the amounts shown as assets in the supplier's balance sheet.

(7) For the purposes of Condition 3 in subsection (4), the number of the supplier's employees means the average number of persons employed by the supplier in its most recent financial year, determined as follows—

(a) find for each month in that financial year the number of persons employed under contracts of service by the supplier in that month (whether throughout the month or not),

(b) add together the monthly totals, and

(8) In subsections (4) to (7) the supplier's “most recent financial year” is the financial year of the supplier which, at the relevant time, has ended most recently.

(9) Where the supplier is in its first financial year at the relevant time, the supplier is a small entity at the relevant time if at least two of the following conditions are met—

Condition 1: the supplier's average turnover for each complete month in the supplier's first financial year is not more than £850,000;

Condition 2: the aggregate of amounts which would be shown in a balance sheet of the supplier drawn up at the relevant time is not more than £5.1 million;

Condition 3: the average number of persons employed by the supplier in the supplier's first financial year (determined as specified in subsection (7)) is not more than 50.

(10) In this section—

“entity” means—a company,a limited liability partnership,any other association or body of persons, whether or not incorporated, andan individual carrying on a trade or business;

“relevant insolvency procedure” has the same meaning as in Article 197B of the Insolvency (Northern Ireland) Order 1989.

(11) This section has effect as if it were included in Part 7 of the Insolvency (Northern Ireland) Order 1989.

Power to amend corporate insolvency or governance legislation: Great Britain

Regulations to amend legislation: Great Britain

20

(1) The Secretary of State may by regulations amend, or modify the effect of, corporate insolvency or governance legislation so as to—

(a) change the conditions that must be met before a corporate insolvency or restructuring procedure applies to entities of any description (whether by adding, varying or removing any condition),

(b) change the way in which a corporate insolvency or restructuring procedure applies in relation to entities of any description, or

(c) change or disapply any duty of a person with corporate responsibility or the liability of such a person to any sanction.

(2) Regulations under this section may—

(a) make different provision for different purposes;

(b) make provision binding the Crown.

(3) Regulations under this section must be made in accordance with sections 21 to 26.

Purposes

21

(1) The Secretary of State may only make regulations under section 20(1)(a) or (b) if satisfied that the regulations are expedient for any of the following purposes—

(a) reducing, or assisting in the reduction of, the number of entities entering into corporate insolvency or restructuring procedures for reasons relating to the effects of coronavirus on businesses or on the economy of the United Kingdom;

(b) mitigating or otherwise dealing with the effect on corporate insolvency or restructuring procedures of any increase or potential increase in the number of entities entering into those procedures for the reasons referred to in paragraph (a);

(i) any worsening of the financial position of the business in consequence of, or for reasons relating to, coronavirus,

(ii) constraints on people's ability to work, or to be in proximity to each other, as a result of coronavirus, or

(iii) measures for public health taken in response to coronavirus.

(2) The Secretary of State may only make regulations under section 20(1)(c) if satisfied that the regulations are expedient for the purpose of securing that the duties of persons with corporate responsibility, or the liability of those persons to any sanction, take due account of the effects of coronavirus on businesses or on the economy of the United Kingdom.

Restrictions

22

(1) Before making regulations under section 20 the Secretary of State must consider the effect of the regulations on persons likely to be affected by them (for example, debtors, creditors or employees).

(2) The Secretary of State may only make regulations under section 20 if satisfied—

(a) that the need for the provision made by the regulations is urgent,

(b) that the provision made by the regulations is proportionate to the purpose for which it is made,

(c) that it is not practicable without legislation to bring about the result intended to be brought about by that provision, and

(d) if the Secretary of State could make the same provision in other subordinate legislation, that doing so would risk not achieving the purpose for which the regulations are made (because of possible delay or for any other reason).

(3) Regulations under section 20—

(a) may not create a criminal offence or civil penalty (but may modify the circumstances in which a person is guilty of an existing offence or liable for an existing civil penalty);

(b) may not make provision so as to impose or increase a fee.

(4) Regulations under section 20 may not make provision that could be made by an Act of the Scottish Parliament unless the Secretary of State has first consulted the Scottish Ministers.

Time-limited effect

23

(1) Regulations under section 20 must be framed so that any provision made by them—

(a) has effect only for a period not exceeding six months, or

(b) applies only in relation to circumstances occurring in a period not exceeding six months.

(2) This does not prevent further regulations under section 20 from—

(a) making the same provision for, or applying in relation to, subsequent periods (not exceeding six months at a time);

(b) extending (by up to six months) the period for or in relation to which earlier regulations under that section apply.

(3) The Secretary of State must keep regulations under section 20 under review during the period for which they have effect or in relation to which they apply.

(4) If on such a review the Secretary of State is satisfied that that period—

(a) is longer than expedient for the purpose for which the regulations were made, or

(b) has ceased to be proportionate to that purpose,

the Secretary of State must by regulations under this subsection revoke or amend the regulations as appropriate.

(5) Regulations under subsection (4) may contain transitional provision or savings.

Expiry

24

(1) The Secretary of State may not make regulations under section 20 after 29 April 2022.

(2) Where regulations under section 20 are in force on the date specified in subsection (1), that subsection does not—

(a) affect the continued operation of the regulations, or

(b) prevent the making of further regulations under section 20 on one or more occasions, where those further regulations make the same provision for, or applying in relation to, subsequent periods (not exceeding six months at a time).

(3) The Secretary of State may by regulations substitute a later date for the date for the time being specified in subsection (1).

(4) The power in subsection (3)—

(a) may not be exercised so as to substitute a date which is—

(i) after the period of one year beginning with the date for the time being specified in subsection (1), or

(ii) after the period of two years beginning with the date on which this Act is passed, but

(b) may be exercised more than once.

Consequential provision etc

25

(1) The Secretary of State may by regulations make consequential, incidental or supplementary provision, or transitional provision or savings, in connection with provision made by regulations under section 20.

(2) Regulations under this section may—

(a) make provision by amending or modifying the effect of any enactment (including this Act);

(b) make different provision for different purposes;

Procedure for regulations

26

(1) Regulations under sections 20 to 25 are to be made by statutory instrument.

(2) A statutory instrument containing—

(a) regulations made under section 20, other than one to which subsection (6)(a) applies, or

(b) regulations made under section 25 which make provision by amending an Act or an Act of the Scottish Parliament,

must be laid before Parliament as soon as reasonably practicable after being made.

(3) Regulations contained in a statutory instrument laid before Parliament by virtue of subsection (2) cease to have effect at the end of the period of 40 days beginning with the day on which the instrument is made, unless during that period the instrument is approved by a resolution of each House of Parliament.

(4) In calculating the period of 40 days, no account is to be taken of any time during which—

(a) Parliament is dissolved or prorogued, or

(b) both Houses of Parliament are adjourned for more than 4 days.

(5) Where regulations cease to have effect as a result of subsection (3) that does not—

(a) affect anything previously done under or by virtue of the regulations, or

(b) prevent the making of new regulations.

(6) A statutory instrument containing—

(a) regulations under section 20 which merely revoke other regulations under that section (with or without transitional provision), or

(b) regulations under section 23(4),

is subject to annulment in pursuance of a resolution of either House of Parliament.

(7) Regulations under section 24(3) may not be made unless a draft of the statutory instrument containing them has been laid before, and approved by a resolution of, each House of Parliament.

(8) A statutory instrument containing regulations under section 25 which do not make provision by amending an Act or an Act of the Scottish Parliament is subject to annulment in pursuance of a resolution of either House of Parliament (unless the regulations were contained in a statutory instrument laid before Parliament by virtue of subsection (2)).

Interpretation

27

(1) In sections 20 to 26 and this section—

“coronavirus” means severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2);

“corporate insolvency or governance legislation” means—the Insolvency Act 1986, except so far as relating to the insolvency or bankruptcy of individuals,Part 26A of the Companies Act 2006 (arrangements and reconstructions for companies in financial difficulty),the Company Directors Disqualification Act 1986,this Act,any subordinate legislation made under the enactments specified in paragraphs (a) to (d),the Cross-Border Insolvency Regulations 2006 (S.I. 2006/1030), andafter IP completion day, Regulation (EU) 2015/848 on insolvency proceedings;

“corporate insolvency or restructuring procedure” means—a moratorium under Part A1 of the Insolvency Act 1986;a company voluntary arrangement under Part 1 of that Act (including a moratorium under section 1A of that Act in a case where such a moratorium applies after the coming into force of paragraph 30 of Schedule 3);administration under Part 2 of that Act;receivership to which Part 3 of that Act applies;winding up under Part 4 or 5 of that Act;the procedure provided for by Part 26A of the Companies Act 2006;

“enactment” includes an Act of the Scottish Parliament and an instrument made under such an Act;

“person with corporate responsibility” means—in relation to a company, a director, manager, secretary or other officer of the body,in relation to a partnership or limited liability partnership, a partner or member, andin relation to any other entity, a person with responsibility for managing the entity;

“subordinate legislation” has the meaning given by section 21(1) of the Interpretation Act 1978.

(2) References to an enactment in subsection (1) include in particular that enactment as applied by any other enactment, with or without modifications, to partnerships, limited liability partnerships or other entities.

Power to amend corporate insolvency or governance legislation: Northern Ireland

Regulations to amend legislation: Northern Ireland

28

(1) The Department or the Secretary of State may by regulations amend, or modify the effect of, corporate insolvency or governance legislation so as to—

(a) change the conditions that must be met before a corporate insolvency or restructuring procedure applies to entities of any description (whether by adding, varying or removing any condition),

(b) change the way in which a corporate insolvency or restructuring procedure applies in relation to entities of any description, or

(c) change or disapply any duty of a person with corporate responsibility or the liability of such a person to any sanction.

(2) Regulations under this section may—

(a) make different provision for different purposes;

(b) make provision binding the Crown.

(3) Regulations under this section must be made in accordance with sections 29 to 35.

(4) In sections 29 to 35, “relevant authority” means the Department or the Secretary of State.

Purposes

29

(1) A relevant authority may only make regulations under section 28(1)(a) or (b) if satisfied that the regulations are expedient for any of the following purposes—

(a) reducing, or assisting in the reduction of, the number of entities entering into corporate insolvency or restructuring procedures for reasons relating to the effects of coronavirus on businesses or on the economy of the United Kingdom;

(b) mitigating or otherwise dealing with the effect on corporate insolvency or restructuring procedures of any increase or potential increase in the number of entities entering into those procedures for the reasons referred to in paragraph (a);

(i) any worsening of the financial position of the business in consequence of, or for reasons relating to, coronavirus,

(ii) constraints on people's ability to work, or to be in proximity to each other, as a result of coronavirus, or

(iii) measures for public health taken in response to coronavirus.

(2) A relevant authority may only make regulations under section 28(1)(c) if satisfied that the regulations are expedient for the purpose of securing that the duties of persons with corporate responsibility, or the liability of those persons to any sanction, take due account of the effects of coronavirus on businesses or on the economy of the United Kingdom.

Restrictions

30

(1) Before making regulations under section 28 the relevant authority concerned must consider the effect of the regulations on persons likely to be affected by them (for example, debtors, creditors or employees).

(2) A relevant authority may only make regulations under section 28 if satisfied—

(a) that the need for the provision made by the regulations is urgent,

(b) that the provision made by the regulations is proportionate to the purpose for which it is made,

(c) that it is not practicable without legislation to bring about the result intended to be brought about by that provision, and

(d) if a Northern Ireland Department or the Secretary of State could make the same provision in exercise of power under a statutory provision other than section 28, that doing so would risk not achieving the purpose for which the regulations are made (because of possible delay or for any other reason).

(3) Regulations under section 28—

(a) may not create a criminal offence or civil penalty (but may modify the circumstances in which a person is guilty of an existing offence or liable for an existing civil penalty);

(b) may not make provision so as to impose or increase a fee.

Time-limited effect

31

(1) Regulations under section 28 must be framed so that any provision made by them—

(a) has effect only for a period not exceeding six months, or

(b) applies only in relation to circumstances occurring in a period not exceeding six months.

(2) This does not prevent further regulations under section 28 from—

(a) making the same provision for, or applying in relation to, subsequent periods (not exceeding six months at a time);

(b) extending (by up to six months) the period for or in relation to which earlier regulations under that section apply.

(3) A relevant authority must keep regulations made by it under section 28 under review during the period for which they have effect or in relation to which they apply.

(4) If on such a review the relevant authority is satisfied that that period—

(a) is longer than expedient for the purpose for which the regulations were made, or

(b) has ceased to be proportionate to that purpose,

the relevant authority must by regulations under this subsection revoke or amend the regulations as appropriate.

(5) Regulations under subsection (4) may contain transitional provision or savings.

Expiry

32

(1) A relevant authority may not make regulations under section 28 after 29 April 2022.

(2) Where regulations under section 28 are in force on the date specified in subsection (1), that subsection does not—

(a) affect the continued operation of the regulations, or

(b) prevent the making of further regulations under section 28 on one or more occasions, where those further regulations make the same provision for, or applying in relation to, subsequent periods (not exceeding six months at a time).

(3) A relevant authority may by regulations substitute a later date for the date for the time being specified in subsection (1).

(4) The power in subsection (3)—

(a) may not be exercised so as to substitute a date which is—

(i) after the period of one year beginning with the date for the time being specified in subsection (1), or

(ii) after the period of two years beginning with the date on which this Act is passed, but

(b) may be exercised more than once.

Consequential provision etc

33

(1) A relevant authority may by regulations make consequential, incidental or supplementary provision, or transitional provision or savings, in connection with provision made by regulations under section 28.

(2) Regulations under this section may—

(a) make provision by amending or modifying the effect of any statutory provision (including this Act);

(b) make different provision for different purposes;

Procedure for regulations made by the Department

34

(1) Any power of the Department to make regulations under sections 28 to 33 is exercisable by statutory rule for the purposes of the Statutory Rules (Northern Ireland) Order 1979 (S.I. 1979/1573 (N.I. 12)).

(2) Regulations made under section 28 by the Department, other than any to which subsection (5) applies, and regulations made under section 33 by the Department which make provision by amending an Act or Northern Ireland legislation, must be laid before the Assembly as soon as reasonably practicable after being made.

(3) Regulations laid before the Assembly by virtue of subsection (2) cease to have effect at the end of the period of 40 days beginning with the day on which the regulations are made, unless during that period the regulations are approved by a resolution of the Assembly.

(4) In calculating the period of 40 days, no account is to be taken of any time during which the Assembly is—

(a) dissolved, or

(b) in recess for more than 4 days, or

(5) Where regulations cease to have effect as a result of subsection (3) that does not—

(a) affect anything previously done under or by virtue of the regulations, or

(b) prevent the making of new regulations.

(6) Regulations made by the Department under section 28 which merely revoke other regulations under that section (with or without transitional provision), and regulations made by the Department under section 31(4), are subject to negative resolution within the meaning of section 41(6) the 1954 Act.

(7) Regulations under section 32(3) may not be made by the Department unless a draft of the regulations has been laid before, and approved by a resolution of, the Assembly.

(8) Regulations made by the Department under section 33 which do not make provision by amending an Act or Northern Ireland legislation are subject to negative resolution within the meaning of section 41(6) of the 1954 Act, but this does not apply to any contained in a statutory rule by virtue of subsection (9).

(9) A statutory rule that (in accordance with subsection (2)) is laid before the Assembly may contain regulations under section 33 that would, but for subsection (8) and this subsection, be subject to negative resolution within the meaning of section 41(6) of the 1954 Act.

(10) Section 41(3) of the 1954 Act applies for the purposes of subsection (7) in relation to the laying of a draft as it applies in relation to the laying of a statutory document under an enactment.

(11) In this section—

“the 1954 Act” means the Interpretation Act (Northern Ireland) 1954 (c. 33 (N.I.));

“the Assembly” means the Northern Ireland Assembly.

Procedure for regulations made by the Secretary of State

35

(1) Regulations made by the Secretary of State under sections 28 to 33 are to be made by statutory instrument.

(2) A statutory instrument containing—

(a) regulations made under section 28 by the Secretary of State, other than one to which subsection (6)(a) applies, or

(b) regulations made under section 33 by the Secretary of State which make provision by amending an Act,

must be laid before Parliament as soon as reasonably practicable after being made.

(3) Regulations contained in a statutory instrument laid before Parliament by virtue of subsection (2) cease to have effect at the end of the period of 40 days beginning with the day on which the instrument is made, unless during that period the instrument is approved by a resolution of each House of Parliament.

(4) In calculating the period of 40 days, no account is to be taken of any time during which—

(a) Parliament is dissolved or prorogued, or

(b) both Houses of Parliament are adjourned for more than 4 days.

(5) Where regulations cease to have effect as a result of subsection (3) that does not—

(a) affect anything previously done under or by virtue of the regulations, or

(b) prevent the making of new regulations.

(6) A statutory instrument containing—

(a) regulations made by the Secretary of State under section 28 which merely revoke other regulations under that section (with or without transitional provision), or

(b) regulations made by the Secretary of State under section 31(4),

is subject to annulment in pursuance of a resolution of either House of Parliament.

(7) Regulations under section 32(3) may not be made by the Secretary of State unless a draft of the statutory instrument containing them has been laid before, and approved by a resolution of, each House of Parliament.

(8) A statutory instrument containing regulations made by the Secretary of State under section 33 which do not make provision by amending an Act is subject to annulment in pursuance of a resolution of either House of Parliament (unless the regulations were contained in a statutory instrument laid before Parliament by virtue of subsection (2)).

Interpretation

36

(1) In sections 28 to 35 and this section—

“coronavirus” means severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2);

“corporate insolvency or governance legislation” means—the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)), except so far as relating to the insolvency or bankruptcy of individuals,Part 26A of the Companies Act 2006 (arrangements and reconstructions for companies in financial difficulty),the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)),this Act,any statutory provision made under the enactments specified in paragraphs (a) to (d),the Cross-Border Insolvency Regulations (Northern Ireland) 2007 (S.R. (N.I.) 2007/115), andafter IP completion day, Regulation (EU) 2015/848 on insolvency proceedings;

“corporate insolvency or restructuring procedure” means—a moratorium under Part 1A of the Insolvency (Northern Ireland) Order 1989;a company voluntary arrangement under Part 2 of that Order (including a moratorium under Article 14A of that Order in a case where such a moratorium applies after the coming into force of paragraph 26 of Schedule 7);administration under Part 3 of that Order;receivership to which Part 4 of that Order applies;winding up under Part 5 or 6 of that Order;the procedure provided for by Part 26A of the Companies Act 2006;

“the Department” means the Department for the Economy in Northern Ireland;

“person with corporate responsibility” means—in relation to a company, a director, manager, secretary or other officer of the body,in relation to a partnership or limited liability partnership, a partner or member, andin relation to any other entity, a person with responsibility for managing the entity;

“relevant authority” has the meaning given by section 28(4);

“statutory provision” has the meaning given by section 1(f) of the Interpretation Act (Northern Ireland) 1954 (c. 33 (N.I.)).

(2) References to an enactment in subsection (1) include in particular that enactment as applied by any other enactment, with or without modifications, to partnerships, limited liability partnerships or other entities.

(3) In this section “enactment” includes an enactment contained in Northern Ireland legislation or an instrument made under Northern Ireland legislation.

Meetings and filings

Meetings of companies and other bodies

37

Schedule 14 makes provision about meetings of companies and other bodies.

Temporary extension of period for public company to file accounts

38

(1) This section applies where (but for this section) the period allowed for the directors of a public company to comply with their obligation under section 441 of the Companies Act 2006 to deliver accounts and reports for a financial year to the registrar would end—

(a) after 25 March 2020, and

(b) before the relevant day.

(2) The period allowed for the directors to comply with that obligation is to be taken to be (and always to have been) a period that ends with the relevant day.

(3) The relevant day is whichever is the earlier of—

(a) 30 September 2020, and

(b) the last day of the period of 12 months immediately following the end of the relevant accounting reference period.

(4) Expressions used in this section and section 442 of the Companies Act 2006 (period allowed for filing accounts) have the same meaning in this section as in that section.

Temporary power to extend periods for providing information to registrar

39

(1) The Secretary of State may by regulations provide that any provision listed in section 40 is to have effect as if for a reference in the provision to a period of days or months (“the existing period”) there were substituted a reference to such longer period ( “ the substituted period ”) as is specified in the regulations.

(2) The substituted period must not exceed—

(a) 42 days, in a case where the existing period is 21 days or fewer, and

(b) 12 months, in a case where the existing period is 3, 6 or 9 months.

(3) The power conferred by this section may not be exercised in relation to a reference to a period of 12 months.

(4) Regulations under this section may make—

(a) different provision for different purposes;

(b) consequential, incidental or supplementary provision (including provision modifying an enactment);

(5) In subsection (4) “enactment” includes an Act of the Scottish Parliament and an instrument made under such an Act.

(6) Regulations under this section are to be made by statutory instrument.

(7) A statutory instrument containing regulations under this section is subject to annulment in pursuance of a resolution of either House of Parliament.

(8) This section expires at the end of the day on 5 April 2021.

(9) The expiry of this section does not affect the continued operation of any regulations made under this section for the purpose of determining the length of any period that begins before the expiry.

Section 39: the listed provisions

40

The provisions referred to in section 39(1) are—

(a) section 9 of the Limited Partnerships Act 1907 (registration of changes to a limited partnership);

(b) section 466 of the Companies Act 1985 (registration of alteration to a floating charge);

(d) regulation 80C of the European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326) (notice of change in members of the supervisory organ);

(e) the following sections of the Companies Act 2006—

section 87 (notice of change of address of registered office);

section 114 (notice of place where register of members is kept);

section 162 (notice of place where register of directors is kept);

section 167 (notice of change in directors etc);

section 275 (notice of place where register of secretaries is kept);

section 276 (notice of change in secretaries etc);

section 442 (period allowed for filing accounts);

section 790M (register of people with significant control);

section 790N (notice of place where PSC register is kept);

section 790VA (notice of change to the PSC register);

section 853A(1) (confirmation statements);

section 859A (registration of charge);

section 859B (registration of charge contained in debentures);

section 859Q (notice of place where copies of instruments creating charges are kept);

(f) the following provisions of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694)—

regulation 7 (notice of change to the registration information);

regulation 8 (notice of ceasing to be a Scottish qualifying partnership);

the provisions of Part 5 (duties to deliver information);

regulation 35 (confirmation statements).

Powers to change periods

Power to change duration of temporary provisions: Great Britain

41

(1) The Secretary of State may by regulations made by statutory instrument amend a relevant provision so as to—

(a) curtail the period for the time being specified in that provision, or

(b) prolong that period by up to six months if the Secretary of State considers it reasonable to do so to mitigate an effect of coronavirus.

(2) In this section—

“coronavirus” means severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2);

“relevant provision” means—section 12(2),section 15(2),paragraph 1 of Schedule 4, or...

(3) A statutory instrument containing regulations made under subsection (1)(a) is subject to annulment in pursuance of a resolution of either House of Parliament.

(4) A statutory instrument containing regulations made under subsection (1)(b) must be laid before Parliament as soon as reasonably practicable after being made.

(5) Subsection (4) does not apply if a draft of the statutory instrument has been laid before and approved by a resolution of each House of Parliament.

(6) Regulations contained in a statutory instrument laid before Parliament by virtue of subsection (4) cease to have effect at the end of the period of 40 days beginning with the day on which the instrument is made, unless during that period the instrument is approved by a resolution of each House of Parliament.

(7) In calculating the period of 40 days, no account is to be taken of any time during which—

(a) Parliament is dissolved or prorogued, or

(b) both Houses of Parliament are adjourned for more than 4 days.

(8) Where regulations relating to any relevant provision cease to have effect as a result of subsection (6), the period specified in the relevant provision ends—

(a) at the time it would have ended under the relevant provision if the regulations had not been made, or

(b) if later, at the end of the period of 40 days mentioned in subsection (6).

(9) Where regulations cease to have effect as a result of subsection (6) that does not prevent the making of new regulations.

(10) Regulations under this section may make—

(a) different provision for the purposes of different relevant provisions;

(b) consequential, transitional or transitory provision or savings.

Power to change duration of temporary provisions: Northern Ireland

42

(1) The Department may by regulations amend a relevant provision so as to—

(a) curtail the period for the time being specified in that provision, or

(b) prolong that period by up to six months if the Department considers it reasonable to do so to mitigate an effect of coronavirus.

(2) In this section—

“coronavirus” means severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2);

“relevant provision” means—section 13(2),section 19(2),paragraph 1 of Schedule 8, or...

(3) Regulations under subsection (1)(a) are subject to negative resolution within the meaning of section 41(6) of the Interpretation Act (Northern Ireland) 1954 (c. 33 (N.I.)).

(4) Regulations under subsection (1)(b) must be laid before the Assembly as soon as reasonably practicable after being made.

(5) Subsection (4) does not apply if a draft of the regulations has been laid before, and approved by a resolution of, the Assembly.

(6) Section 41(3) of the Interpretation Act (Northern Ireland) 1954 applies for the purposes of subsection (5) in relation to the laying of a draft as it applies in relation to the laying of a statutory document under an enactment.

(7) Regulations laid before the Assembly by virtue of subsection (4) cease to have effect at the end of the period of 40 days beginning with the day on which the regulations are made, unless during that period the regulations are approved by a resolution of the Assembly.

(8) In calculating the period of 40 days, no account is to be taken of any time during which the Assembly is—

(a) dissolved,

(b) in recess for more than 4 days, or

(9) Where regulations cease to have effect as a result of subsection (7), the period specified in the relevant provision ends—

(a) at the time it would have ended under the relevant provision if the regulations had not been made, or

(b) if later, at the end of the period of 40 days mentioned in subsection (7).

(10) Where regulations cease to have effect as a result of subsection (7) that does not prevent the making of new regulations.

(11) Regulations under this section may make—

(a) different provision for the purposes of different relevant provisions;

(b) consequential, transitional or transitory provision or savings.

(12) The power of the Department to make regulations under this section is exercisable by statutory rule for the purposes of the Statutory Rules (Northern Ireland) Order 1979 (S.I. 1979/1573 (N.I. 12)).

(13) In this section—

“the Assembly” means the Northern Ireland Assembly;

“the Department” means the Department for the Economy in Northern Ireland.

Implementation of insolvency measures

Modified procedure for regulations of the Secretary of State

43

(1) During the period of six months beginning with the day on which this section comes into force, any relevant provision that may be made by the Secretary of State by regulations that are subject to the affirmative resolution procedure may be made by regulations that are subject to the made affirmative procedure.

(2) In subsection (1) “relevant provision” means—

(a) provision under section A50(1) or (4) of the Insolvency Act 1986 (power to modify moratorium provisions in relation to certain companies);

(b) provision under section A51(1) of the Insolvency Act 1986 (moratorium: power to make provision in connection with pension schemes);

(c) provision under paragraph 20 of Schedule ZA1 to the Insolvency Act 1986 to exclude private registered providers of social housing from being eligible companies for the purposes of Part A1 of that Act;

(d) provision under section 14 or 16 of the Limited Liability Partnerships Act 2000 (insolvency etc and power to make consequential amendments) to the extent that the provision is made in connection with the application of Part A1 of the Insolvency Act 1986 to limited liability partnerships that are registered providers of social housing;

(e) provision under section 245 of the Charities Act 2011 (insolvency etc of charitable incorporated organisations etc) to the extent that the provision applies, or is otherwise made in connection with, the new insolvency measures.

(3) During the period of six months beginning with the day on which this section comes into force, the consultation duty in section 348(4) of the Charities Act 2011 does not apply in relation to regulations under section 245 of that Act to the extent that they contain provision which applies, or is otherwise made in connection with, the new insolvency measures.

(4) In subsections (2) and (3) “the new insolvency measures” means the provision made by—

(a) sections 1 to 3 and Schedules 1 to 4 (moratorium);

(b) sections 14 and 15 and Schedule 12 (termination clauses in supply contracts).

(5) For the purposes of this section —

(a) “regulations that are subject to the affirmative resolution procedure” means regulations that may not be made unless a draft of the statutory instrument containing them has been laid before and approved by a resolution of each House of Parliament;

(b) “regulations that are subject to the made affirmative procedure” means regulations that—

(i) are contained in a statutory instrument that must be laid before Parliament as soon as reasonably practicable after being made, and

(ii) cease to have effect at the end of the period of 40 days beginning with the day on which the instrument is made, unless during that period the instrument is approved by a resolution of each House of Parliament.

(6) In calculating the period of 40 days mentioned in subsection (5)(b)(ii), no account is to be taken of any time during which—

(a) Parliament is dissolved or prorogued, or

(b) both Houses of Parliament are adjourned for more than 4 days.

(7) Where by virtue of this section the Secretary of State makes regulations that are subject to the made affirmative procedure and the regulations cease to have effect because they are not approved within the period mentioned in subsection (5)(b)(ii), the fact that the regulations cease to have effect does not—

(a) affect anything previously done under or by virtue of the regulations, or

(b) prevent the making of new regulations.

Modified procedure for regulations of the Welsh Ministers

44

(1) During the period of six months beginning with the day on which this section comes into force, any relevant provision that may be made by the Welsh Ministers by regulations that are subject to the affirmative resolution procedure may be made by regulations that are subject to the made affirmative procedure.

(2) In subsection (1) “relevant provision” means—

(a) provision under section A50(2) of the Insolvency Act 1986 (power to modify moratorium provisions in relation to certain companies);

(b) provision under paragraph 21 of Schedule ZA1 to the Insolvency Act 1986 (exclusion of registered social landlords from eligibility under Part A1 of that Act);

(c) provision under section 247A of the Charities Act 2011 (regulations about moratoriums for charitable incorporated organisations that are registered social landlords).

(3) During the period of six months beginning with the day on which this section comes into force, the consultation duty in section 247A(6) of the Charities Act 2011 does not apply in relation to regulations under section 247A of that Act.

(4) For the purposes of this section —

(a) “regulations that are subject to the affirmative resolution procedure” means regulations that may not be made unless a draft of the statutory instrument containing them has been laid before and approved by a resolution of Senedd Cymru;

(b) “regulations that are subject to the made affirmative procedure” means regulations that—

(i) are contained in a statutory instrument that must be laid before Senedd Cymru as soon as reasonably practicable after being made, and

(ii) cease to have effect at the end of the period of 40 days beginning with the day on which the instrument is made, unless during that period the instrument is approved by a resolution of Senedd Cymru.

(5) In calculating the period of 40 days mentioned in subsection (4)(b)(ii), no account is to be taken of any time during which Senedd Cymru is—

(a) dissolved, or

(b) in recess for more than 4 days.

(6) Where by virtue of this section the Welsh Ministers make regulations that are subject to the made affirmative procedure and the regulations cease to have effect because they are not approved within the period mentioned in subsection (4)(b)(ii), the fact that the regulations cease to have effect does not—

(a) affect anything previously done under or by virtue of the regulations, or

(b) prevent the making of new regulations.

Modified procedure for regulations of the Scottish Ministers

45

(1) During the period of six months beginning with the day on which this section comes into force, any relevant provision that may be made by the Scottish Ministers by regulations that are subject to the affirmative procedure (see section 29 of the Interpretation and Legislative Reform (Scotland) Act 2010 (asp 10)) may be made by regulations that are subject to the made affirmative procedure.

(2) In subsection (1) “relevant provision” means—

(a) provision under section A50(3) of the Insolvency Act 1986 (power to modify moratorium provisions in relation to certain companies);

(b) provision under paragraph 22 of Schedule ZA1 to the Insolvency Act 1986 (exclusion of registered social landlords from eligibility under Part A1 of that Act).

(3) For the purposes of this section “regulations that are subject to the made affirmative procedure” means regulations that—

(a) must be laid before the Scottish Parliament as soon as reasonably practicable after being made, and

(b) cease to have effect at the end of the period of 40 days beginning with the day on which the regulations are made, unless during that period the regulations are approved by a resolution of the Scottish Parliament.

(4) In calculating the period of 40 days mentioned in subsection (3)(b), no account is to be taken of any time during which the Scottish Parliament is—

(a) dissolved, or

(b) in recess for more than 4 days.

(5) Where by virtue of this section the Scottish Ministers make regulations that are subject to the made affirmative procedure and the regulations cease to have effect because they are not approved within the period mentioned in subsection (3)(b), the fact that the regulations cease to have effect does not—

(a) affect anything previously done under or by virtue of the regulations, or

(b) prevent the making of new regulations.

(6) Section 30 of the Interpretation and Legislative Reform (Scotland) Act 2010 does not apply in relation to regulations that are subject to the made affirmative procedure by virtue of this section.

Modified procedure for regulations of Northern Ireland departments

46

(1) During the period of six months beginning with the day on which this section comes into force, any relevant provision that may be made by a Northern Ireland department by regulations that are subject to the affirmative resolution procedure may be made by regulations that are subject to the made affirmative procedure.

(2) In subsection (1) “relevant provision” means—

(a) provision under Article 13HA(1) of the Insolvency (Northern Ireland) Order 1989 (power to modify moratorium provisions in relation to certain companies);

(b) provision under Article 13HB(1) of that Order (moratorium: power to make provision in connection with pension schemes).

(3) For the purposes of this section—

(a) “regulations that are subject to the affirmative resolution procedure” means regulations that may not be made unless a draft of the regulations has been laid before, and approved by a resolution of, the Assembly;

(b) “regulations that are subject to the made affirmative procedure” means regulations that—

(i) must be laid before the Assembly as soon as reasonably practicable after being made, and

(ii) cease to have effect at the end of the period of 40 days beginning with the day on which the regulations are made, unless during that period the regulations are approved by a resolution of the Assembly.

(4) In calculating the period of 40 days mentioned in subsection (3)(b)(ii), no account is to be taken of any time during which the Assembly is—

(a) dissolved,

(b) in recess for more than 4 days, or

(5) Where by virtue of this section a Northern Ireland department makes regulations that are subject to the made affirmative procedure and the regulations cease to have effect because they are not approved within the period mentioned in subsection (3)(b)(ii), the fact that the regulations cease to have effect does not—

(a) affect anything previously done under or by virtue of the regulations, or

(b) prevent the making of new regulations.

(6) In this section “the Assembly” means the Northern Ireland Assembly.

General

Power to make consequential provision

47

(1) The Secretary of State or the Treasury may by regulations make provision that is consequential on this Act.

(2) The power in subsection (1) may, in particular, be used to amend, repeal, revoke or otherwise modify any provision of this Act or any provision made by or under primary legislation passed or made—

(a) before this Act, or

(b) later in the same session of Parliament as this Act.

(3) But the power to amend or repeal any provision made by this Act may not be used after the period of 3 years beginning with the day on which it is passed.

(4) Regulations under this section—

(a) may make different provision for different purposes;

(b) may include transitional or transitory provision or savings.

(5) Regulations under this section are to be made by statutory instrument.

(6) A statutory instrument containing regulations under this section that amend or repeal provision made by primary legislation (whether alone or with other provision) may not be made unless a draft of the instrument has been laid before and approved by a resolution of each House of Parliament.

(7) Any other statutory instrument containing regulations under this section is subject to annulment in pursuance of a resolution of either House of Parliament.

(8) In this section “primary legislation” means—

(a) an Act,

(b) an Act or Measure of Senedd Cymru,

(d) Northern Ireland legislation.

Extent

48

(1) An amendment, repeal or revocation made by this Act has the same extent within the United Kingdom as the provision amended, repealed or revoked.

(2) The following provisions extend to England and Wales and Scotland only—

(a) section 3 and Parts 1 and 2 of Schedule 4;

(b) section 10 and Schedule 10;

(d) section 15;

(e) sections 20 to 24;

(f) section 41.

(3) The following provisions extend to England and Wales only—

(a) section 44;

(b) Part 3 of Schedule 4.

(4) The following provisions extend to Scotland only—

(a) section 45;

(b) Part 4 of Schedule 4.

(5) The following provisions extend to Northern Ireland only—

(a) section 6 and Schedule 8;

(b) section 11 and Schedule 11;

(d) section 19;

(e) sections 28 to 36;

(f) section 42.

(6) Subject to the above, this Act extends to England and Wales, Scotland and Northern Ireland.

Commencement

49

(1) This Act comes into force on the day after that on which it is passed, subject to subsection (2).

(2) Paragraph 51 of Schedule 3 comes into force on such day as the Secretary of State may by regulations appoint.

(3) Different days may be appointed for different purposes.

(4) The Secretary of State may by regulations make transitional or saving provision in connection with the coming into force of any provision of this Act.

(5) The power to make regulations under subsection (4) includes power to make different provision for different purposes.

(6) Regulations under this section are to be made by statutory instrument.

Short title

50

This Act may be cited as the Corporate Insolvency and Governance Act 2020.

SCHEDULE 1

In the Insolvency Act 1986, before Schedule A1 (which is repealed by Schedule 3 to this Act) insert—

SCHEDULE 2

In the Insolvency Act 1986, after Schedule ZA1 (inserted by Schedule 1 to this Act) insert—

SCHEDULE 3

Insolvency Act 1986

1

The Insolvency Act 1986 is amended as follows.

2

Omit section 1A (moratorium where directors propose voluntary arrangement).

3

In section 2 (procedure where nominee is not the liquidator or administrator), in subsection (1), omit from “and the directors” to the end.

4

(1) Section 4 (decision of the company and its creditors in relation to voluntary arrangement) is amended as follows.

(2) After subsection (4) insert—

(4A) Subject to subsection (4B), where the nominee's report under section 2(2) is submitted to the court before the end of the period of 12 weeks beginning with the day after the end of any moratorium for the company under Part A1, neither the company nor its creditors may approve any proposal or modification under which the following are to be paid otherwise than in full— (a) moratorium debts (within the meaning given by section 174A); (b) priority pre-moratorium debts (within the meaning given by section 174A). (4B) Subsection (4A) does not prevent the approval of such a proposal or modification with the concurrence of the creditor concerned.

5

(1) Section 4A (approval of voluntary arrangement) is amended as follows.

(2) In subsection (2)(b), for “(4)” substitute “ (6) ”.

(3) In subsection (5), for “within the meaning given by paragraph 44 of Schedule A1” substitute “ as defined by section A49(13) ”.

(4) In subsection (5A), for “within the meaning of paragraph 44 of Schedule A1” substitute “ as defined by section A49(13) ”.

6

(1) Section 5 (effect of approval of voluntary arrangement) is amended as follows.

(2) After subsection (3) insert—

(3A) Where immediately before the voluntary arrangement took effect a moratorium for the company was in force under Part A1 and a petition for the winding up of the company, other than an excepted petition within the meaning of section A20, was presented before the beginning of the moratorium, the court must dismiss the petition.

(3) In subsection (4) after “subsection (3)(a)” insert “ or dismiss a petition under subsection (3A) ”.

7

(1) Section 7A (prosecution of delinquent officers of company) is amended as follows.

(2) For subsection (1) substitute—

(1) This section applies where the approval of a voluntary arrangement in relation to a company has taken effect under section 4A.

(3) In subsection (2)—

(a) for the words before paragraph (a) substitute “ If it appears to the supervisor that any past or present officer of the company has committed an offence in connection with the voluntary arrangement, the supervisor must forthwith ”;

(b) in paragraph (b), omit “nominee or”.

(4) In subsection (8), omit “nominee or”.

8

In section 7B (arrangements coming to an end prematurely) omit—

(a) “or paragraph 36 of Schedule A1”;

(b) “or, as the case may be, paragraph 37(2)(b)(i) of Schedule A1”.

9

In section 115 (expenses of voluntary winding up), at the beginning insert “ After the payment of any liabilities to which section 174A applies, ”.

10

In section 122 (circumstances in which company may be wound up by the court), in subsection (1), omit paragraph (fa).

11

In section 124 (winding up by the court), omit subsection (3A).

12

In section 127 (avoidance of property dispositions etc), after subsection (2) insert—

(3) This section has no effect in respect of anything done during a moratorium under Part A1, or during a period mentioned in section 5(4)(a) following the end of a moratorium, where the winding-up order was made on a petition presented before the moratorium begins, unless the petition was presented under section 367 of the Financial Services and Markets Act 2000 on the ground mentioned in section 367(3)(b) of that Act.

13

Before section 175 (and before the italic heading “Preferential debts” above that section) insert—

(174A) (1) This section applies where proceedings for the winding up of a company are begun before the end of the period of 12 weeks beginning with the day after the end of any moratorium for the company under Part A1. (2) In the winding up, the following are payable out of the company's assets (in the order of priority shown) in preference to all other claims— (a) any prescribed fees or expenses of the official receiver acting in any capacity in relation to the company; (b) moratorium debts and priority pre-moratorium debts. (3) In subsection (2)(b) “priority pre-moratorium debt” means— (a) any pre-moratorium debt that is payable in respect of— (i) the monitor's remuneration or expenses, (ii) goods or services supplied during the moratorium, (iii) rent in respect of a period during the moratorium, or (iv) wages or salary arising under a contract of employment, so far as relating to a period of employment before or during the moratorium, (b) any pre-moratorium debt that— (i) consists of a liability to make a redundancy payment, and (ii) fell due before or during the moratorium, and (c) any pre-moratorium debt that— (i) arises under a contract or other instrument involving financial services, (ii) fell due before or during the moratorium, and (iii) is not relevant accelerated debt (see subsection (4)). (4) For the purposes of subsection (3)(c)— - “relevant accelerated debt” means any pre-moratorium debt that fell due during the relevant period by reason of the operation of, or the exercise of rights under, an acceleration or early termination clause in a contract or other instrument involving financial services; - “the relevant period” means the period— 1. beginning with the day on which the statement under section A6(1)(e) is made, and 2. ending with the last day of the moratorium. (5) The rules may make provision as to the order in which the debts mentioned in subsection (2)(b) rank among themselves in a case where the assets of the company are insufficient to meet them in full. (6) The Secretary of State may by regulations made by statutory instrument amend this section for the purposes of changing the definition of “moratorium debt” or “priority pre-moratorium debt” in this section. (7) Regulations under subsection (6) may make consequential, supplementary, incidental or transitional provision or savings. (8) A statutory instrument containing regulations under subsection (6) may not be made unless a draft of the instrument has been laid before and approved by a resolution of each House of Parliament. (9) For the purposes of this section proceedings for the winding up of a company are begun when— (a) a winding-up petition is presented, or (b) a resolution for voluntary winding up is passed. (10) Any rules made under section A18(4) (meaning of supply of goods or services) apply also for the purposes of subsection (3)(a)(ii) of this section. (11) In this section— - “acceleration or early termination clause”, in relation to a contract or other instrument involving financial services, means a provision of the contract or other instrument— 1. under which, on the happening of an event— 1. a debt or other liability falls due earlier than it otherwise would, or 2. a debt or other liability is terminated and replaced by another debt or liability, or 2. which confers on a party a right which, if exercised, will result in — 1. a debt or other liability falling due earlier than it otherwise would, or 2. a debt or other liability being terminated and replaced by another debt or liability; - “contract or other instrument involving financial services” has the same meaning as it has for the purposes of section A18 (see Schedule ZA2); - “monitor's remuneration or expenses” has the meaning given by section A18; - “moratorium debt” has the meaning given by section A53; - “pre-moratorium debt” has the meaning given by section A53; - “redundancy payment” has the meaning given by section A18; - “wages or salary” has the meaning given by section A18.

14

(1) Section 175 (preferential debts: general provision) is amended as follows.

(2) In subsection (1), at the end insert

after the payment of— (a) any liabilities to which section 174A applies, and (b) expenses of the winding up.

(3) In subsection (1A), omit “after the expenses of the winding up”.

15

(1) Section 233 (supplies of gas, water, electricity etc) is amended as follows.

(2) In subsection (1)—

(a) omit paragraph (ba);

(b) in the words after paragraph (e), omit “the nominee,”.

(3) In subsection (4), omit paragraph (ba).

16

In section 246ZD (power to assign certain causes of action), in subsection (2)—

(a) after “under” insert “ or by virtue of ”;

(b) before paragraph (a) insert—

(za) section A43 (challenges to monitor remuneration in subsequent insolvency proceedings);

17

In section 246A (remote attendance at meetings), in subsection (10), before paragraph (a) insert—

(za) the monitor in relation to a moratorium under Part A1,

18

In section 246B (use of websites), in subsection (3), before paragraph (a) insert—

(za) the monitor in relation to a moratorium under Part A1,

19

In section 247 (meaning of “insolvency” etc), in subsection (1), after “includes” insert “ the coming into force of a moratorium for the company under Part A1, ”.

20

In section 387 (“the relevant date” in relation to preferential debts), omit subsection (2A).

21

(1) Section 388 (meaning of “act as insolvency practitioner”) is amended as follows.

(2) In subsection (1)(a), for “or administrative receiver” substitute “ , administrative receiver or monitor ”.

(3) In subsection (4), at the appropriate place insert—

“monitor” has the same meaning as in Part A1 (moratorium);

22

(1) Section 411 (company insolvency rules) is amended as follows.

(2) In subsection (1), in the words after paragraph (b), for “Parts I” substitute “ Parts A1 ”.

(3) In subsection (3), for “Parts I” substitute “ Parts A1 ”.

23

(1) Section 414 (fees orders) is amended as follows.

(2) In subsection (1)(a), for “Parts I” substitute “ Parts A1 ”.

(3) In subsection (8), for “Parts I” substitute “ Parts A1 ”.

24

Before section 416 (monetary limits (companies winding up)) insert—

(415B) (1) The Secretary of State may by regulations increase or reduce any of the money sums for the time being specified in the following provisions of Part A1— (a) section A25(1) (maximum amount of credit which company may obtain without disclosing moratorium); (b) section A28(2) (maximum amount for certain payments without obtaining monitor consent etc); (c) section A46(2) (minimum value of company property concealed or fraudulently removed, affecting criminal liability of company's officer). (2) Regulations under this section may contain such transitional provisions as may appear to the Secretary of State necessary or expedient. (3) Regulations under this section are to be made by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.

25

Omit section 417A (money sums: company moratorium).

26

In section 430 (provision introducing Schedule of punishments), after subsection (4) insert—

(4A) In relation to an offence committed before section 154(1) of the Criminal Justice Act 2003 comes into force, a reference in Schedule 10 to 12 months on summary conviction in England and Wales is to be read as a reference to 6 months.

27

In section 431 (summary proceedings), in subsection (1), for “Parts I” substitute “ Parts A1 ”.

28

In section 432 (offences by bodies corporate), in subsection (4)—

(a) after “sections” insert “ A19(5), A25(3), A26(4), A27(1), A28(5), A29(6), A30(2), A31(10), A32(4), ”;

(b) omit from “and those under” to the end.

29

In section 434 (Crown application), after “Insolvency Act 1985” insert “ and Part A1 ”.

30

Omit Schedule A1 (moratorium where directors propose voluntary arrangement).

31

(1) Schedule B1 (administration) is amended as follows.

(2) Omit paragraph 24.

(3) Before paragraph 65 (but after the italic heading “Distribution”) insert—

(64A) (1) This paragraph applies where a company enters administration before the end of the period of 12 weeks beginning with the day after the end of any moratorium for the company under Part A1. (2) The administrator must make a distribution to the creditors of the company in respect of— (a) moratorium debts (within the meaning given by section 174A), and (b) priority pre-moratorium debts (within the meaning given by section 174A). (3) A sum payable under sub-paragraph (2) is to be paid in priority to— (a) any security to which paragraph 70 applies or paragraph 115(1) applies; (b) any sums payable under paragraph 99. (4) The administrator must realise any property necessary to comply with sub-paragraph (2). (5) The rules may make provision as to the order in which the moratorium and priority pre-moratorium debts rank among themselves for the purposes of this paragraph in a case where the assets of the company are insufficient to meet them in full.

(4) In paragraph 65, for sub-paragraph (1) substitute—

(1) If the assets of a company are sufficient to meet any debts or other liabilities payable under paragraph 64A in full, the administrator of the company may make a distribution to any other creditor of the company.

(5) In paragraph 66, for “The administrator of a company” substitute “ If the debts and other liabilities payable under paragraph 64A have been met, the administrator of a company ”.

32

(1) Schedule 8 (provision capable of inclusion in company insolvency rules) is amended as follows.

(2) In paragraph 2, for “Parts I” substitute “ Parts A1 ”.

(3) In paragraph 8, after “is,” insert “ the monitor in relation to a moratorium under Part A1 or ”.

33

(1) Schedule 10 (punishment of offences under the Act) is amended as follows.

(2) Omit the entries relating to Schedule A1.

(3) At the appropriate place insert—

A8(4)	Directors failing to notify monitor of beginning of moratorium.	1. On indictment.	2 years or a fine or both.
A8(4)	Directors failing to notify monitor of beginning of moratorium.	2. Summary.	On conviction in England and Wales: 12 months or a fine or both. On conviction in Scotland: 12 months or the statutory maximum or both.
A8(5)	Monitor failing to notify creditors etc of beginning of moratorium.	Summary.	Level 3 on the standard scale.
A17(6)	Directors failing to notify monitor of change in end of moratorium.	1. On indictment.	2 years or a fine or both.
A17(6)	Directors failing to notify monitor of change in end of moratorium.	2. Summary.	On conviction in England and Wales: 12 months or a fine or both. On conviction in Scotland: 12 months or the statutory maximum or both.
A17(7)	Monitor failing to notify creditors etc of change in end of moratorium.	Summary.	Level 3 on the standard scale.
A19(5)	Company or officer failing to state in correspondence etc that moratorium in force.	Summary.	Level 3 on the standard scale.
A24(4)	Directors failing to notify monitor of insolvency proceedings etc.	1. On indictment.	2 years or a fine or both.
A24(4)	Directors failing to notify monitor of insolvency proceedings etc.	2. Summary.	On conviction in England and Wales: 12 months or a fine or both. On conviction in Scotland: 12 months or the statutory maximum or both.
A25(3)(a)	Company obtaining credit without disclosing existence of moratorium.	1. On indictment.	A fine.
A25(3)(a)	Company obtaining credit without disclosing existence of moratorium.	2. Summary.	On conviction in England and Wales: a fine. On conviction in Scotland: the statutory maximum.
A25(3)(b)	Obtaining credit for company without disclosing existence of moratorium.	1. On indictment.	2 years or a fine or both.
A25(3)(b)	Obtaining credit for company without disclosing existence of moratorium.	2. Summary.	On conviction in England and Wales: 12 months or a fine or both. On conviction in Scotland: 12 months or the statutory maximum or both.
A26(4)(a)	Company granting security without monitor's consent.	1. On indictment.	A fine.
A26(4)(a)	Company granting security without monitor's consent.	2. Summary.	On conviction in England and Wales: a fine. On conviction in Scotland: the statutory maximum.
A26(4)(b)	Authorising or permitting company to do so.	1. On indictment.	2 years or a fine or both.
A26(4)(b)	Authorising or permitting company to do so.	2. Summary.	On conviction in England and Wales: 12 months or a fine or both. On conviction in Scotland: 12 months or the statutory maximum or both.
A27(1)(a)	Company entering into market contract, etc.	1. On indictment.	A fine.
A27(1)(a)	Company entering into market contract, etc.	2. Summary.	On conviction in England and Wales: a fine. On conviction in Scotland: the statutory maximum.
A27(1)(b)	Authorising or permitting company to do so.	1. On indictment.	2 years or a fine or both.
A27(1)(b)	Authorising or permitting company to do so.	2. Summary.	On conviction in England and Wales: 12 months or a fine or both. On conviction in Scotland: 12 months or the statutory maximum or both.
A28(5)(a)	Company making unauthorised payments.	1. On indictment.	A fine.
A28(5)(a)	Company making unauthorised payments.	2. Summary.	On conviction in England and Wales: a fine. On conviction in Scotland: the statutory maximum.
A28(5)(b)	Authorising or permitting company to do so.	1. On indictment.	2 years or a fine or both.
A28(5)(b)	Authorising or permitting company to do so.	2. Summary.	On conviction in England and Wales: 12 months or a fine or both. On conviction in Scotland: 12 months or the statutory maximum or both.
A29(6)(a)	Company making unauthorised disposal of property.	1. On indictment.	A fine.
A29(6)(a)	Company making unauthorised disposal of property.	2. Summary.	On conviction in England and Wales: a fine. On conviction in Scotland: the statutory maximum.
A29(6)(b)	Authorising or permitting such a disposal.	1. On indictment.	2 years or a fine or both.
A29(6)(b)	Authorising or permitting such a disposal.	2. Summary.	On conviction in England and Wales: 12 months or a fine or both. On conviction in Scotland: 12 months or the statutory maximum or both.
A30(2)(a)	Unauthorised disposal of hire-purchase property.	1. On indictment.	A fine.
A30(2)(a)	Unauthorised disposal of hire-purchase property.	2. Summary.	On conviction in England and Wales: a fine. On conviction in Scotland: the statutory maximum.
A30(2)(b)	Authorising or permitting such a disposal.	1. On indictment.	2 years or a fine or both.
A30(2)(b)	Authorising or permitting such a disposal.	2. Summary.	On conviction in England and Wales: 12 months or a fine or both. On conviction in Scotland: 12 months or the statutory maximum or both.
A31(8)	Directors failing to send to registrar copy of court order permitting disposal of charged property.	Summary.	Level 3 on the standard scale.
A31(10)(a)	Company failing to comply with requirements relating to disposal of charged property.	1. On indictment.	A fine.
A31(10)(a)	Company failing to comply with requirements relating to disposal of charged property.	2. Summary.	On conviction in England and Wales: a fine. On conviction in Scotland: the statutory maximum.
A31(10)(b)	Authorising or permitting such a failure.	1. On indictment.	2 years or a fine or both.
A31(10)(b)	Authorising or permitting such a failure.	2. Summary.	On conviction in England and Wales: 12 months or a fine or both. On conviction in Scotland: 12 months or the statutory maximum or both.
A32(4)(a)	Company failing to comply with requirements relating to disposal of hire-purchase property.	1. On indictment.	A fine.
A32(4)(a)	Company failing to comply with requirements relating to disposal of hire-purchase property.	2. Summary.	On conviction in England and Wales: a fine. On conviction in Scotland: the statutory maximum.
A32(4)(b)	Authorising or permitting such a failure.	1. On indictment.	2 years or a fine or both.
A32(4)(b)	Authorising or permitting such a failure.	2. Summary.	On conviction in England and Wales: 12 months or a fine or both. On conviction in Scotland: 12 months or the statutory maximum or both.
A32(6)	Directors failing to send to registrar copy of court order permitting disposal of hire-purchase property.	Summary.	Level 3 on the standard scale.
A39(9)	Monitor failing to notify creditors etc of change in monitor.	Summary.	Level 3 on the standard scale.
A46(1)	Fraud or privity to fraud during or in anticipation of moratorium.	1. On indictment.	2 years or a fine or both.
A46(1)	Fraud or privity to fraud during or in anticipation of moratorium.	2. Summary.	On conviction in England and Wales: 12 months or a fine or both. On conviction in Scotland: 12 months or the statutory maximum or both.
A46(4)	Knowingly taking in pawn or pledge, or otherwise receiving, company property.	1. On indictment.	2 years or a fine or both.
A46(4)	Knowingly taking in pawn or pledge, or otherwise receiving, company property.	2. Summary.	On conviction in England and Wales: 12 months or a fine or both. On conviction in Scotland: 12 months or the statutory maximum or both.
A47(1)	False representation or fraud for purpose of obtaining or extending moratorium.	1. On indictment.	2 years or a fine or both.
A47(1)	False representation or fraud for purpose of obtaining or extending moratorium.	2. Summary.	On conviction in England and Wales: 12 months or a fine or both. On conviction in Scotland: 12 months or the statutory maximum or both.
A49(5)	Directors failing to notify regulator of qualifying decision procedure in relation to regulated company	1. On indictment.	2 years or a fine or both.
A49(5)	Directors failing to notify regulator of qualifying decision procedure in relation to regulated company	2. Summary.	On conviction in England and Wales: 12 months or a fine or both. On conviction in Scotland: 12 months or the statutory maximum or both.

Building Societies Act 1986

34

In Schedule 15A to the Building Societies Act 1986 (application of other companies insolvency legislation to building societies), in paragraph 1(2)(a), omit “(except section 1A)”.

The Financial Markets and Insolvency (Settlement Finality) Regulations 1999

35

In regulation 19 of the Financial Markets and Insolvency (Settlement Finality) Regulations 1999 (S.I. 1999/2979) (administration orders, etc), omit paragraph (4).

Limited Liability Partnerships Act 2000

36

In section 14 of the Limited Liability Partnerships Act 2000 (regulations to make provision about insolvency and winding up), in subsection (1)(a), for “Parts 1” substitute “ Parts A1 ”.

37

The provision that may be made under section 16(1) of the Limited Liability Partnerships Act 2000 (consequential amendments) includes provision in consequence of the amendment made by paragraph 38.

The Limited Liability Partnerships Regulations 2001

38

In the Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090), in Part 4 (winding up and insolvency), in regulation 5 (application of the Insolvency Act 1986 to limited liability partnerships), in paragraph (1)(a) after “Parts” insert “ A1, ”.

The Financial Services and Markets Act 2000 (Disclosure of Confidential Information) Regulations 2001

39

In Schedule 2 to the Financial Services and Markets Act 2000 (Disclosure of Confidential Information) Regulations 2001 (S.I. 2001/2188) (disclosure of confidential information), at the end of the table insert—

The monitor in relation to a moratorium under Part A1 of the Insolvency Act 1986	The monitor's functions in relation to the moratorium

The Financial Collateral Arrangements (No.2) Regulations 2003

40

In regulation 8 of the Financial Collateral Arrangements (No.2) Regulations 2003 (S.I. 2003/3226) (certain legislation restricting enforcement of security not to apply to financial collateral arrangements), omit paragraph (5).

The Insolvency Practitioners Regulations 2005

41

In regulation 2 of the Insolvency Practitioners Regulations 2005 (S.I. 2005/524) (interpretation: general), in paragraph (2), before sub-paragraph (a) insert—

(za) where the insolvency practitioner acts as the monitor in relation to a moratorium under Part A1 of the Act, whichever is the earlier of the date on which— (i) the moratorium comes to an end, or (ii) the insolvency practitioner otherwise ceases to act as the monitor in relation to the moratorium;

Banking Act 2009

42

In section 154 of the Banking Act 2009 (winding-up or voluntary arrangement), in subsection (3A)—

(a) omit “and Schedule A1”;

(b) for “9” substitute “ 8 ”.

Charities Act 2011

43

The Charities Act 2011 is amended as follows.

44

(1) Section 245 is amended as follows.

(2) After subsection (1), insert—

(1A) Regulations under subsection (1)(b) may not apply Part A1 of the Insolvency Act 1986 (moratorium) in relation to a CIO that is registered as a social landlord under Part 1 of the Housing Act 1996 (but see section 247A).

(3) After subsection (3), insert—

(3A) In relation to a CIO that is a private registered provider of social housing, the power under section 347(3)(b) may be used to amend, disapply, or modify (in ways specified in the regulations) any provision made by or under Part 2 of the Housing and Regeneration Act 2008 or Chapter 5 of Part 4 of the Housing and Planning Act 2016.

45

After section 247 insert—

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