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

(124A) (1) This section applies where Part 26A of the Companies Act 2006 (“the 2006 Act”) (arrangements and reconstructions: companies in financial difficulty) applies in relation to an infrastructure company. (2) A relevant applicant must give notice to the Bank of England of— (a) any application which the relevant applicant intends to make under section 901C(1) of the 2006 Act, and (b) any application which the relevant applicant believes a creditor or member of the company has made, or intends to make, under section 901C(1) of that Act in relation to the company. (3) A relevant applicant may not make an application under section 901C(1) of the 2006 Act in relation to the company without the consent of the Bank of England. (4) In this section “relevant applicant”, in relation to a company, means— (a) the company; (b) if the company is being wound up, the liquidator; (c) if the company is in administration, the administrator. (5) The Bank of England is entitled to be heard at any hearing of an application made under section 901C or 901F of the 2006 Act in relation to the company. (6) Any notice or other document required to be sent to a creditor of the company must also be sent to the Bank of England. (7) A person appointed for the purpose by the Bank of England is entitled— (a) to attend any meeting of creditors of the company summoned under section 901C of the 2006 Act; (b) to make representations as to any matter for decision at such a meeting. (8) Sections 197, 198 and 202A of the Banking Act 2009, and sections 201 and 202 of that Act, so far as relating to those sections, apply in relation to a failure by an infrastructure company to comply with subsection (2) or (3) above as they apply in relation to a compliance failure within the meaning of Part 5 of that Act.

Co-operative and Community Benefit Societies Act 2014

50

In section 118 of the Co-operative and Community Benefit Societies Act 2014 (power to apply provisions about company arrangements and administration in relation to registered societies), in subsection (2), after paragraph (c) insert—

(d) Part 26A of that Act (compromise or arrangement with creditors where company in financial difficulty).

Mutuals’ Deferred Shares Act 2015

51

In section 2 of the Mutuals' Deferred Shares Act 2015 (restriction on voting rights), in subsection (2)(b), after “section 896” insert “ or 901C ”.

SCHEDULE 10

PART 1 — Prohibition of petitions on basis of statutory demands

1

(1) During the relevant period a creditor may not present a petition for the winding up of a company under section 124 of the 1986 Act on the ground specified—

(a) in the case of a registered company, in section 122(1)(f) of that Act, or

(b) in the case of an unregistered company, in section 221(5)(b) of that Act,

unless conditions A to D are met (subject to sub-paragraphs (9) to (11)).

(2) Condition A is that the creditor is owed a debt by the company—

(a) whose amount is liquidated,

(b) which has fallen due for payment, and

(3) Condition B is that the creditor has delivered written notice to the company in accordance with sub-paragraphs (4) to (6).

(4) Notice under sub-paragraph (3) must contain the following—

(a) identification details for the company,

(b) the name and address of the creditor,

(d) the date of the notice,

(e) a statement that the creditor is seeking the company’s proposals for the payment of the debt, and

(f) a statement that if no proposal to the creditor’s satisfaction is made within the period of 21 days beginning with the date on which the notice is delivered, the creditor intends to present a petition to the court for the winding-up of the company.

(5) Notice under sub-paragraph (3) must be delivered—

(a) to the company’s registered office, or

(b) in accordance with sub-paragraph (6) if—

(i) for any reason it is not practicable to deliver the notice to the company’s registered office,

(ii) the company has no registered office, or

(iii) the company is an unregistered company.

(6) Where this sub-paragraph applies the notice may be delivered to—

(a) the company’s last known principal place of business, or

(b) the secretary, or a director, manager or (in relation to an unregistered company) principal officer of the company.

(7) Condition C is that at end of the period of 21 days beginning with the day on which condition B was met the company has not made a proposal for the payment of the debt that is to the creditor’s satisfaction.

(8) Condition D is that—

(a) where the petition is presented by one creditor, the sum of the debts (or the debt, if there is only one) owed by the company to that creditor in respect of which conditions A to C are met is £10,000 or more;

(b) where the petition is presented by more than one creditor, the sum of the debts owed by the company to the creditors in respect of which conditions A to C are met is £10,000 or more.

(9) A creditor may at any time apply to the court for an order that, in respect of a specified debt—

(a) conditions B and C shall not apply, or

(b) condition C shall apply as if the reference to the period of 21 days were to such shorter period as the court may direct.

(10) Where an order is made under sub-paragraph (9)(a), the references in sub-paragraph (8) to conditions A to C are to be read as references to condition A.

(11) If the court makes an order under sub-paragraph (9)(b) it may—

(a) give such directions as to delivery of the written notice referred to in condition B as it thinks fit, or

(b) direct that sub-paragraphs (4) to (6) shall apply in respect of the delivery of that notice subject to such modifications it thinks fit.

PART 2 — Restriction on winding-up petitions and orders

Restriction on winding-up petitions: registered companies

2

(1) This paragraph applies in relation to a petition which is presented in England and Wales by a creditor under section 124 of the 1986 Act during the relevant period.

(2) Rule 7.5(1) of the Insolvency Rules has effect as if it also required the petition to contain a statement—

(a) that the requirements in paragraph 1 of this Schedule are met, and

(b) that no proposals for the payment of the debt have been made, or a summary of the reasons why the proposals are not to the creditor’s satisfaction (as the case may be).

Restriction on winding-up petitions: unregistered companies

3

(1) This paragraph applies in relation to a petition which is presented in Scotland by a creditor under section 124 of the 1986 Act during the relevant period.

(2) Rules of Court in Scotland have effect as if they required the petition to contain an averment—

(a) that the requirements in paragraph 1 of this Schedule are met, and

(b) that no proposals for the payment of the debt have been made, or a summary of the reasons why the proposals are not to the creditor’s satisfaction (as the case may be).

Restriction on winding-up petitions: petitions made before commencement

4

(1) In this Schedule “relevant period” means the period which—

(a) begins with 1 October 2021, and

(b) ends with 31 March 2022.

(2) For the purposes of this Schedule, references to a petition presented by a creditor—

(a) do not include a petition presented by one or more creditors together with one or more other persons, but

(b) subject to that, do include a petition presented by more than one creditor, in which case the conditions specified in paragraph 1(2) to (7) must be met in relation to each creditor presenting the petition.

(3) For the purposes of this Schedule—

“the 1986 Act” means the Insolvency Act 1986;

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

“excluded debt” means a debt in respect of rent, or any sum or other payment that a tenant is liable to pay, under—in England and Wales, a relevant business tenancy; orin Scotland, a lease as defined in section 7(1) of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1985,and which is unpaid by reason of a financial effect of coronavirus;

“Insolvency Rules” means the Insolvency (England and Wales) Rules 2016 (S.I. 2016/1024);

“registered company” means a company registered under the Companies Act 2006 in England and Wales or Scotland;

“relevant business tenancy” means—a tenancy to which Part 2 of the Landlord and Tenant Act 1954 applies, ora tenancy to which that Part of that Act would apply if any relevant occupier were the tenant;

“relevant occupier” in relation to a tenancy, means a person, other than the tenant, who lawfully occupies premises which are, or form part of, the property comprised in the tenancy; and

“unregistered company” has the meaning given in Part 5 of the 1986 Act.

Restriction on winding-up orders: registered companies

5

(1) The provisions of this Schedule, so far as relating to registered companies, have effect as if they were included in Part 4 of the 1986 Act.

(2) Sub-paragraph (1) does not apply in relation to paragraphs 2 and 3 (modification of insolvency rules).

Restriction on winding-up orders: unregistered companies

6

(1) This paragraph applies where—

(a) a creditor presents a petition for the winding up of an unregistered company under section 124 of the 1986 Act in the relevant period,

(b) the company is deemed unable to pay its debts on a ground specified in section 222, 223 or 224 of that Act, and

(c) it appears to the court that coronavirus had a financial effect on the company before the presentation of the petition.

(2) The court may wind the company up under section 221(5)(b) of the 1986 Act on a ground specified in section 222, 223 or 224(1)(a) to (c) of that Act only if the court is satisfied that the facts by reference to which that ground applies would have arisen even if coronavirus had not had a financial effect on the company.

(3) The court may wind the company up under section 221(5)(b) of the 1986 Act on the ground specified in section 224(1)(d) or (2) of that Act only if the court is satisfied that the ground would apply even if coronavirus had not had a financial effect on the company.

(4) This paragraph is to be regarded as having come into force on 27 April 2020.

Restriction on winding-up orders: orders made before commencement

7

(1) This paragraph applies where—

(a) a court makes an order under section 122(1)(f) or 221(5)(b) of the 1986 Act on or after 27 April 2020 but before the day on which this Schedule comes into force, and

(b) the order was not one which the court would have made had paragraphs 5 and 6 been in force at the time.

(2) The court is to be regarded as having had no power to make the order (and, accordingly, the order is to be regarded as void).

(3) Neither the official receiver nor the liquidator or provisional liquidator is liable in any civil or criminal proceedings for anything done pursuant to the order.

(4) The court may give such directions to the official receiver, liquidator or provisional liquidator as it thinks fit for the purpose of restoring the company to which the order relates to the position it was in immediately before the petition was presented.

(5) If at any time it appears to the official receiver or, in Scotland, the interim liquidator that—

(a) an order made by the court under section 122(1)(f) or 221(5)(b) of the 1986 Act is void by virtue of sub-paragraph (2), and

(b) it might be appropriate for the court to give directions under sub-paragraph (4),

the official receiver or interim liquidator must refer the matter to the court to determine whether to give such directions.

(6) For the purposes of the 2016 Insolvency Rules or Rules of Court in Scotland, a reference under sub-paragraph (5) is to be treated as if it were an application under section 147 of the 1986 Act.

Modifications of 1986 Act

8

(1) Paragraphs 9 to 18 apply where—

(a) a creditor presents a petition under section 124 of the 1986 Act during the relevant period in relation to a registered or unregistered company, and

(b) the court to which it is presented makes an order under section 122(1)(f) or 221(5)(b) of that Act (“the winding-up order”).

(2) Paragraphs 9 to 18 are to be regarded as having come into force on 27 April 2020.

9

If the winding up would by virtue of section 129(2) of the 1986 Act be deemed to commence at the time of the presentation of the petition, the winding up is instead for the purposes of that Act to be deemed to commence on the making of the winding-up order.

10

In section 74 of the 1986 Act (liability as contributories of present and past members), subsection (2)(a) has effect as if the reference to one year or more before the commencement of the winding up were to—

(a) one year or more before the day on which the petition was presented, or

(b) if the winding-up order was made more than 6 months after the day on which the petition was presented, 18 months or more before the day on which the winding-up order was made.

11

In section 206 of the 1986 Act (fraud etc in anticipation of winding up), subsection (1) has effect as if the reference to 12 months immediately preceding the commencement of the winding up were to a period which—

(a) begins with whichever is the later of—

(i) the day 12 months before the day on which the petition was presented, and

(ii) the day 18 months before the day on which the winding-up order was made, and

(b) ends with the day on which the winding-up order was made.

12

In section 207 of the 1986 Act (transactions in fraud of creditors), subsection (2)(a) has effect as if the reference to conduct occurring more than 5 years before the commencement of the winding up were to conduct occurring—

(a) more than 5 years before the day on which the petition was presented, or

(b) if the winding-up order was made more than 6 months after the day on which the petition was presented, more than 5 years and 6 months before the day on which the winding-up order was made.

13

In section 208 of the 1986 Act (misconduct in course of winding up), subsection (2) has effect as if the reference to 12 months immediately preceding the commencement of the winding up were to a period which—

(a) begins with whichever is the later of—

(i) the day 12 months before the day on which the petition was presented, and

(ii) the day 18 months before the day on which the winding-up order was made, and

(b) ends with the day on which the winding-up order was made.

14

(1) Section 214A of the 1986 Act (as inserted for the purposes of limited liability partnerships by the Limited Liability Partnership Regulations 2001 (S.I. 2001/1090) and the Limited Liability Partnership (Scotland) Regulations 2001 (S.S.I. 2001/128)) has effect as follows.

(2) Subsection (2) has effect as if the reference to 2 years ending with the commencement of the winding up were to a period which—

(a) begins with whichever is the later of—

(i) the day 2 years before the day on which the petition was presented, and

(ii) the day 2 years and 6 months before the day on which the winding-up order was made, and

(b) ends with the day on which the winding-up order was made.

15

(1) Section 240 of the 1986 Act (definition of “relevant time”) has effect as follows.

(2) Subsection (1)(a) has effect as if the reference to the period of 2 years ending with the onset of insolvency were to the period which—

(a) begins with whichever is the later of—

(i) the day 2 years before the day on which the petition was presented, and

(ii) the day 2 years and 6 months before the day on which the winding-up order was made, and

(b) ends with the day on which the winding-up order was made.

(3) Subsection (1)(b) has effect as if the reference to the period of 6 months ending with the onset of insolvency were to the period which—

(a) begins with whichever is the later of—

(i) the day 6 months before the day on which the petition was presented, and

(ii) the day 12 months before the day on which the winding-up order was made, and

(b) ends with the day on which the winding-up order was made.

16

(1) Section 242 of the 1986 Act (gratuitous alienations (Scotland)) has effect as follows.

(2) Subsection (3)(a) has effect as if the reference to a day not earlier than 5 years before the date on which the winding up of the company commences were to—

(a) a day not earlier than 5 years before the day on which the petition was presented, or

(b) if the winding-up order was made more than 6 months after the day on which the petition was presented, a day not more than 5 years and 6 months before the day on which the winding-up order was made.

(3) Subsection (3)(b) has effect as if the reference to a day not earlier than 2 years before the date on which the winding up of the company commences were to—

(a) a day not earlier than 2 years before the day on which the petition was presented, or

(b) if the winding-up order was made more than 6 months after the day on which the petition was presented, a day not more than 2 years and 6 months before the day on which the winding-up order was made.

17

In section 243 of the 1986 Act (unfair preferences (Scotland)), subsection (1) has effect as if the reference to a preference created not earlier than 6 months before the commencement of the winding up were to a preference created—

(a) not earlier than 6 months before the day on which the petition was presented, or

(b) if the winding-up order was made more than 6 months after the day on which the petition was presented, not earlier than 12 months before the day on which the winding-up order was made.

18

(1) Section 245 of the 1986 Act (avoidance of certain floating charges) has effect as follows.

(2) Subsection (3)(a) has effect as if the reference to the period of 2 years ending with the onset of insolvency were to the period which—

(a) begins with whichever is the later of—

(i) the day 2 years before the day on which the petition was presented, and

(ii) the day 2 years and 6 months before the day on which the winding-up order was made, and

(b) ends with the day on which the winding-up order was made.

(3) Subsection (3)(b) has effect as if the reference to the period of 12 months ending with the onset of insolvency were to the period which—

(a) begins with whichever is the later of—

(i) the day 12 months before the day on which the petition was presented, and

(ii) the day 18 months before the day on which the winding-up order was made, and

(b) ends with the day on which the winding-up order was made.

Modification of Insolvency Rules and Rules of Court

19

(1) This paragraph applies in relation to a petition which is presented in England and Wales by a creditor under section 124 of the 1986 Act—

(a) on or after the day on which this Schedule comes into force, but

(b) before the end of the relevant period.

(2) Any provision of the 2016 Insolvency Rules which requires or permits (or authorises the court to require or permit) notice, publication or advertisement of the petition does not apply until such time as the court has made a determination in relation to the question of whether it is likely that the court will be able to make an order under section 122(1)(f) or 221(5)(b) of the 1986 Act.

(3) Rule 7.5(1) of the 2016 Insolvency Rules (contents of winding-up petition) has effect as if it also required the petition to contain a statement that the petitioner considers that the condition described in paragraph 2(2) or (4) or 3(2) or (4) of this Schedule (as the case may be) is met.

(4) In Rule 12.39 of the 2016 Insolvency Rules (the court file), the rights referred to in paragraphs (3) to (5) of that Rule are not exercisable without the permission of the court until such time as the court has made the determination referred to in sub-paragraph (2).

20

(1) This paragraph applies in relation to a petition which is presented in Scotland by a creditor under section 124 of the 1986 Act—

(a) on or after the day on which this Schedule comes into force, but

(b) before the end of the relevant period.

(2) Any provision of Rules of Court which requires or permits (or authorises the court to require or permit) notice, publication, advertisement or inspection of the petition or proceedings does not apply until such time as the court has made a determination in relation to the question of whether it is likely that the court will be able to make an order under section 122(1)(f) or 221(5)(b) of the 1986 Act.

(3) The court may by order in any case disapply sub-paragraph (2), so far as relating to inspection of the petition or proceedings, to any extent.

(4) Rules of Court in Scotland have effect as if they required the petition to contain an averment that the petitioner considers that the condition described in paragraph 2(2) or (4) or 3(2) or (4) of this Schedule (as the case may be) is met.

Interpretation

21

(1) In this Part of this Schedule, “relevant period” means the period which—

(a) begins with 27 April 2020, and

(b) ends with 30 September 2021.

(2) For the purposes of this Part of this Schedule, references to a petition presented by a creditor—

(a) do not include a petition presented by one or more creditors together with one or more other persons, but

(b) subject to that, do include a petition presented by more than one creditor (in which case the condition referred to in paragraph 3(2) or (4) or 4(2) or (4) must be met in relation to each creditor presenting the petition).

(3) For the purposes of this Part of this Schedule—

“the 2016 Insolvency Rules” means the Insolvency (England and Wales) Rules 2016 (S.I. 2016/1024);

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

coronavirus has a “financial effect” on a company if (and only if) the company's financial position worsens in consequence of, or for reasons relating to, coronavirus;

“interim liquidator” means a person appointed under section 138(1) of the 1986 Act.

PART 3 — General

22

In this Schedule—

“the 1986 Act” means the Insolvency Act 1986;

“registered company” means a company registered under the Companies Act 2006 in England and Wales or Scotland;

“unregistered company” has the same meaning as in Part 5 of the 1986 Act.

23

(1) The provisions of this Schedule, so far as relating to registered companies, have effect as if they were included in Part 4 of the 1986 Act.

(2) Sub-paragraph (1) does not apply in relation to paragraph 19 or 20 (modification of insolvency rules).

(3) In the application of the provisions of this Schedule to charitable incorporated organisations (by virtue of sub-paragraph (1) and paragraph 1 of Schedule 1 to the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012 (S.I. 2012/3013)) references to section 122(1)(f) of the 1986 Act are to be taken as references to section 122(1)(c) of that Act (as inserted by that Schedule for the purposes of those organisations).

SCHEDULE 11

PART 1 — Prohibition of petitions on basis of statutory demands

1

(1) During the relevant period a creditor may not present a petition for the winding up of a company under Article 104 of the 1989 Order on a ground specified—

(a) in the case of a registered company, in Article 102(f) of that Order, or

(b) in the case of an unregistered company, in Article 185(4)(b) of that Order,

unless conditions A to D are met (subject to sub-paragraphs (9) to (11)).

(2) Condition A is that the creditor is owed a debt by the company—

(a) whose amount is liquidated,

(b) which has fallen due for payment, and

(3) Condition B is that the creditor has delivered written notice to the company in accordance with sub-paragraphs (4) to (6).

(4) Notice under sub-paragraph (3) must contain the following—

(a) identification details for the company,

(b) the name and address of the creditor,

(d) the date of the notice,

(e) a statement that the creditor is seeking the company’s proposals for the payment of the debt, and

(f) a statement that if no proposal to the creditor’s satisfaction is made within the period of 21 days beginning with the date on which the notice is delivered, the creditor intends to present a petition to the High Court for the winding-up of the company.

(5) Notice under sub-paragraph (3) must be delivered—

(a) to the company’s registered office, or

(b) in accordance with sub-paragraph (6) if—

(i) for any reason it is not practicable to deliver the notice to the company’s registered office,

(ii) the company has no registered office, or

(iii) the company is an unregistered company.

(6) Where this sub-paragraph applies the notice may be delivered to—

(a) the company’s last known principal place of business, or

(b) the secretary, or a director, manager or (in relation to an unregistered company) principal officer of the company.

(7) Condition C is that at the end of the period of 21 days beginning with the day on which condition B was met the company has not made a proposal for the payment of the debt that is to the creditor’s satisfaction.

(8) Condition D is that—

(a) where the petition is presented by one creditor, the sum of the debts (or the debt, if there is only one) owed by the company to that creditor in respect of which conditions A to C are met is £10,000 or more,

(b) where the petition is presented by more than one creditor, the sum of the debts owed by the company to the creditors in respect of which conditions A to C are met is £10,000 or more.

(9) A creditor may at any time apply to the High Court for an order that, in respect of a specified debt—

(a) conditions B and C do not apply, or

(b) condition C applies as if the reference to the period of 21 days were to such shorter period as the Court may direct.

(10) Where an order is made under sub-paragraph (9)(a), the references in sub-paragraph (8) to conditions A to C are to be read as references to condition A.

(11) If the Court makes an order under sub-paragraph (9)(b) it may—

(a) give such directions as to delivery of the written notice referred to in condition B as it thinks fit, or

(b) direct that sub-paragraphs (4) to (6) apply in respect of the delivery of that notice subject to such modifications it thinks fit.

PART 2 — Restriction on winding-up petitions and orders

Restriction on winding-up petitions: registered companies

2

(1) This paragraph applies in relation to a petition which is presented by a creditor under Article 104 of the 1989 Order during the relevant period.

(2) Schedule 2 to the Insolvency Rules has effect as if for Form 4.02 (Winding-up Petition) there were substituted the Form at the end of this Schedule.

Restriction on winding-up petitions: unregistered companies

3

(1) In this Schedule “relevant period” means the period which—

(a) begins with 1 October 2021, and

(b) ends with 31 March 2022.

(2) For the purposes of this Schedule, references to a petition presented by a creditor—

(a) do not include a petition presented by one or more creditors together with one or more other persons, but

(b) subject to that, do include a petition presented by more than one creditor, in which case the conditions specified in paragraph 1(2) to (7) must be met in relation to each creditor presenting the petition.

(3) For the purposes of this Schedule—

“the 1989 Order” means the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19));

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

“excluded debt” means a debt in respect of rent, or any sum or other payment that a tenant is liable to pay, under a relevant business tenancy and which is unpaid by reason of a financial effect of coronavirus;

“Insolvency Rules” means the Insolvency Rules (Northern Ireland) 1991 (S.R. (N.I.) 1991/364);

“registered company” means a company registered under the Companies Act 2006 in Northern Ireland;

“relevant business tenancy” means—a tenancy to which the Business Tenancies (Northern Ireland) Order 1996 (S.I. 1996/725 (N.I. 5)) applies, ora tenancy to which that Order would apply if any relevant occupier were the tenant;

“relevant occupier” in relation to a tenancy, means a person, other than the tenant, who lawfully occupies premises which are, or form part of, the property comprised in the tenancy; and

“unregistered company” has the meaning given in Part 6 of the 1989 Order.

Restriction on winding-up petitions: petitions made before commencement

4

(1) The provisions of this Schedule, so far as relating to registered companies, have effect as if they were included in Part 5 of the 1989 Order.

(2) Sub-paragraph (1) does not apply in relation to paragraph 2 (modification of insolvency rules).

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Restriction on winding-up orders: registered companies

5

(1) This paragraph applies where—

(a) a creditor presents a petition for the winding up of a registered company under Article 104 of the 1989 Order in the relevant period,

(b) the company is deemed unable to pay its debts on a ground specified in Article 103(1) or (2) of that Order, and

(c) it appears to the High Court that coronavirus had a financial effect on the company before the presentation of the petition.

(2) The High Court may wind the company up under Article 102(f) of the 1989 Order on a ground specified in Article 103(1)(a) to (d) of that Order only if the Court is satisfied that the facts by reference to which that ground applies would have arisen even if coronavirus had not had a financial effect on the company.

(3) The High Court may wind the company up under Article 102(f) of the 1989 Order on the ground specified in Article 103(1)(e) or (2) of that Order only if the Court is satisfied that the ground would apply even if coronavirus had not had a financial effect on the company.

(4) This paragraph is to be regarded as having come into force on 27 April 2020.

Restriction on winding-up orders: unregistered companies

6

(1) This paragraph applies where—

(a) a creditor presents a petition for the winding up of an unregistered company under Article 104 of the 1989 Order in the relevant period,

(b) the company is deemed unable to pay its debts on a ground specified in Article 186, 187 or 188 of that Order, and

(c) it appears to the High Court that coronavirus had a financial effect on the company before the presentation of the petition.

(2) The High Court may wind the company up under Article 185(4)(b) of the 1989 Order on a ground specified in Article 186, 187 or 188(1)(a) to (c) of that Order only if the Court is satisfied that the facts by reference to which that ground applies would have arisen even if coronavirus had not had a financial effect on the company.

(3) The High Court may wind the company up under Article 185(4)(b) of the 1989 Order on the ground specified in Article 188(1)(d) or (2) of that Order only if the Court is satisfied that the ground would apply even if coronavirus had not had a financial effect on the company.

(4) This paragraph is to be regarded as having come into force on 27 April 2020.

Restriction on winding-up orders: orders made before commencement

7

(1) This paragraph applies where—

(a) the High Court makes an order under Article 102(f) or 185(4)(b) of the 1989 Order on or after 27 April 2020 but before the day on which this Schedule comes into force, and

(b) the order was not one which the Court would have made had paragraphs 5 and 6 been in force at the time.

(2) The High Court is to be regarded as having had no power to make the order (and, accordingly, the order is to be regarded as void).

(3) Neither the official receiver nor the liquidator or provisional liquidator is liable in any civil or criminal proceedings for anything done pursuant to the order.

(4) The High Court may give such directions to the official receiver, liquidator or provisional liquidator as it thinks fit for the purpose of restoring the company to which the order relates to the position it was in immediately before the petition was presented.

(5) If at any time it appears to the official receiver that—

(a) an order made by the High Court under Article 102(f) or 185(4)(b) of the 1989 Order is void by virtue of sub-paragraph (2), and

(b) it might be appropriate for the Court to give directions under sub-paragraph (4),

the official receiver must refer the matter to the Court to determine whether to give such directions.

(6) For the purposes of the 1991 Insolvency Rules a reference under sub-paragraph (5) is to be treated as if it were an application under Article 125 of the 1989 Order.

Modifications of 1989 Order

8

(1) Paragraphs 9 to 16 apply where—

(a) a creditor presents a petition under Article 104 of the 1989 Order during the relevant period in relation to a registered or unregistered company, and

(b) the High Court makes an order under Article 102(f) or 185(4)(b) of that Order (“the winding-up order”).

(2) Paragraphs 9 to 16 are to be regarded as having come into force on 27 April 2020.

9

If the winding up would by virtue of Article 109(2) of the 1989 Order be deemed to commence at the time of the presentation of the petition, the winding up is instead for the purposes of that Order to be deemed to commence on the making of the winding-up order.

10

In Article 61 of the 1989 Order (liability as contributories of present and past members), paragraph (2)(a) has effect as if the reference to one year or more before the commencement of the winding up were to—

(a) one year or more before the day on which the petition was presented, or

(b) if the winding-up order was made more than 6 months after the day on which the petition was presented, 18 months or more before the day on which the winding-up order was made.

11

In Article 170 of the 1989 Order (fraud etc in anticipation of winding up), paragraph (1) has effect as if the reference to 12 months immediately preceding the commencement of the winding up were to a period which—

(a) begins with whichever is the later of—

(i) the day 12 months before the day on which the petition was presented, and

(ii) the day 18 months before the day on which the winding-up order was made, and

(b) ends with the day on which the winding-up order was made.

12

In Article 171 of the 1989 Order (transactions in fraud of creditors), paragraph (1)(a) has effect as if the reference to 5 years immediately preceding the commencement of the winding up were to—

(a) 5 years immediately preceding the day on which the petition was presented, or

(b) if the winding-up order was made more than 6 months after the day on which the petition was presented, 5 years and 6 months immediately preceding the day on which the winding-up order was made.

13

In Article 172 of the 1989 Order (misconduct in course of winding up), paragraph (2) has effect as if the reference to 12 months immediately preceding the commencement of the winding up were to a period which—

(a) begins with whichever is the later of—

(i) the day 12 months before the day on which the petition was presented, and

(ii) the day 18 months before the day on which the winding-up order was made, and

(b) ends with the day on which the winding-up order was made.

14

(1) Article 178A of the 1989 Order (as inserted for the purposes of limited liability partnerships by the Limited Liability Partnership Regulations (Northern Ireland) 2004 (S.R. (N.I.) 2004/307)) has effect as follows.

(2) Paragraph (2) has effect as if the reference to 2 years ending with the commencement of the winding up were to a period which—

(a) begins with whichever is the later of—

(i) the day 2 years before the day on which the petition was presented, and

(ii) the day 2 years and 6 months before the day on which the winding-up order was made, and

(b) ends with the day on which the winding-up order was made.

15

(1) Article 204 of the 1989 Order (definition of “relevant time”) has effect as follows.

(2) Paragraph (1)(a) has effect as if the reference to the period of 2 years ending with the onset of insolvency were to the period which—

(a) begins with whichever is the later of—

(i) the day 2 years before the day on which the petition was presented, and

(ii) the day 2 years and 6 months before the day on which the winding-up order was made, and

(b) ends with the day on which the winding-up order was made.

(3) Paragraph (1)(b) has effect as if the reference to the period of 6 months ending with the onset of insolvency were to the period which—

(a) begins with whichever is the later of—

(i) the day 6 months before the day on which the petition was presented, and

(ii) the day 12 months before the day on which the winding-up order was made, and

(b) ends with the day on which the winding-up order was made.

16

(1) Article 207 of the 1989 Order (avoidance of certain floating charges) has effect as follows.

(2) Paragraph (3)(a) has effect as if the reference to the period of 2 years ending with the onset of insolvency were to the period which—

(a) begins with whichever is the later of—

(i) the day 2 years before the day on which the petition was presented, and

(ii) the day 2 years and 6 months before the day on which the winding-up order was made, and

(b) ends with the day on which the winding-up order was made.

(3) Paragraph (3)(b) has effect as if the reference to the period of 12 months ending with the onset of insolvency were to the period which—

(a) begins with whichever is the later of—

(i) the day 12 months before the day on which the petition was presented, and

(ii) the day 18 months before the day on which the winding-up order was made, and

(b) ends with the day on which the winding-up order was made.

Modification of Insolvency Rules

17

(1) This paragraph applies in relation to a petition which is presented by a creditor under Article 104 of the 1989 Order—

(a) on or after the day on which this Schedule comes into force, but

(b) before the end of the relevant period.

(2) Any provision of the 1991 Insolvency Rules which requires or permits (or authorises the High Court to require or permit) notice, publication or advertisement of the petition does not apply until such time as the High Court has made a determination in relation to the question of whether it is likely that the Court will be able to make an order under Article 102(f) or 185(4)(b) of the 1989 Order.

(3) The 1991 Insolvency Rules have effect as if they required the petition to contain a statement that the petitioner considers that the condition described in paragraph 2(2) or (4) or 3(2) or (4) of this Schedule (as the case may be) is met.

(4) The rights referred to in the following provisions of the 1991 Insolvency Rules are not exercisable without the permission of the High Court—

(a) paragraph (1) of Rule 7.25 (right to inspect court record);

(b) paragraphs (1) to (3) of Rule 7.27 (right to inspect court file);

Interpretation

18

(1) In this Part of this Schedule, “relevant period” means the period which—

(a) begins with 27 April 2020, and

(b) ends with 30 September 2021.

(2) For the purposes of this Part of this Schedule, references to a petition presented by a creditor—

(a) do not include a petition presented by one or more creditors together with one or more other persons, but

(b) subject to that, do include a petition presented by more than one creditor (in which case the condition referred to in paragraph 3(2) or (4) or 4(2) or (4) must be met in relation to each creditor presenting the petition).

(3) For the purposes of this Part of this Schedule—

“the 1991 Insolvency Rules” means the Insolvency Rules (Northern Ireland) 1991 (S.R. (N.I.) 1991/364);

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

coronavirus has a “financial effect” on a company if (and only if) the company's financial position worsens in consequence of, or for reasons relating to, coronavirus.

PART 3 — General

19

In this Schedule—

“the 1989 Order” means the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19));

“registered company” means a company registered under the Companies Act 2006 in Northern Ireland;

“unregistered company” has the same meaning as in Part 6 of the 1989 Order.

20

(1) The provisions of this Schedule, so far as relating to registered companies, have effect as if they were included in Part 5 of the 1989 Order.

(2) Sub-paragraph (1) does not apply in relation to paragraph 17 (modification of insolvency rules).

SCHEDULE 12

PART 1 — Exclusions

1

In the Insolvency Act 1986, after Schedule 4 insert—

SCHEDULE 4ZZA (1) (1) Section 233B(3) and (4) do not apply in relation to provision of a contract if— (a) the company becomes subject to a relevant insolvency procedure as specified in section 233B(2)(b) or (d), and (b) the provision of the contract ceases to have effect under section 233A(1). (2) Section 233B(7) does not apply in relation to a supply to the company if— (a) the company becomes subject to a relevant insolvency procedure as specified in section 233B(2)(b) to (f), and (b) the supply is a supply mentioned in section 233(3). (2) Section 233B does not apply in relation to a contract for the supply of goods or services to a company (“the company”) where any of paragraphs 3 to 11 applies. (3) (1) This paragraph applies where either the company or the supplier— (a) carries on the regulated activity of effecting or carrying out contracts of insurance, and (b) is not an exempt person in relation to that activity. (2) In this paragraph— - “exempt person”, in relation to a regulated activity, has the meaning given by section 417 of the Financial Services and Markets Act 2000; - “regulated activity” has the meaning given by section 22 of that Act, taken with Schedule 2 to that Act and any order under that section. (4) (1) This paragraph applies where either the company or the supplier— (a) has permission under Part 4A of the Financial Services and Markets Act 2000 to carry on the regulated activity of accepting deposits, (b) is a banking group company within the meaning of Part 1 of the Banking Act 2009 (see section 81D of that Act), or (c) has a liability in respect of a deposit which it accepted in accordance with the Banking Act 1979 or the Banking Act 1987. (2) In sub-paragraph (1)(a) “regulated activity” has the meaning given by section 22 of the Financial Services and Markets Act 2000 2000, taken with Schedule 2 to that Act and any order under that section. (5) This paragraph applies where either the company or the supplier is an electronic money institution within the meaning of the Electronic Money Regulations 2011 (S.I. 2011/99) (see regulation 2 of those Regulations). (6) (1) This paragraph applies where either the company or the supplier is an investment bank or an investment firm. (2) In this paragraph— - “investment bank” means a company or other entity that has permission under Part 4A of the Financial Services and Markets Act 2000 to carry on the regulated activity of— 1. safeguarding and administering investments, 2. managing an AIF or a UCITS, 3. acting as trustee or depositary of an AIF or a UCITS, 4. dealing in investments as principal, or 5. dealing in investments as agent; - “investment firm” has the same meaning as in the Banking Act 2009 (see section 258A of that Act), disregarding any order made under section 258A(2)(b) of that Act; - “regulated activity” has the meaning given by section 22 of the Financial Services and Markets Act 2000, taken with Schedule 2 to that Act and any order under that section. (7) This paragraph applies where either the company or the supplier is an authorised payment institution, a small payment institution or a registered account information service provider within the meaning of the Payment Services Regulations 2017 (S.I. 2017/752) (see regulation 2 of those Regulations). (8) This paragraph applies where either the company or the supplier is— (a) the operator of a payment system or an infrastructure provider within the meaning of Part 5 of the Financial Services (Banking Reform) Act 2013 (see section 42 of that Act), or (b) an infrastructure company within the meaning of Part 6 of that Act (see section 112 of that Act). (9) This paragraph applies where either the company or the supplier is a recognised investment exchange, a recognised clearing house or a recognised CSD within the meaning of the Financial Services and Markets Act 2000 (see section 285 of that Act). (10) This paragraph applies where either the company or the supplier is a securitisation company within the meaning of the Taxation of Securitisation Companies Regulations 2006 (S.I. 2006/3296) (see regulation 4 of those Regulations). (11) This paragraph applies where either the company or the supplier does or has done anything outside the United Kingdom which, if done in the United Kingdom, would cause any of the preceding paragraphs of this Part of this Schedule to apply. (12) To the extent that anything to which any of paragraphs 13 to 18 applies is a contract for the supply of goods or services, section 233B does not apply in relation to it. (13) (1) This paragraph applies to a financial contract. (2) “Financial contract” means— (a) a contract for the provision of financial services consisting of— (i) lending (including the factoring and financing of commercial transactions), (ii) financial leasing, or (iii) providing guarantees or commitments; (b) a securities contract, including— (i) a contract for the purchase, sale or loan of a security or group or index of securities; (ii) an option on a security or group or index of securities; (iii) a repurchase or reverse repurchase transaction on any such security, group or index; (c) a commodities contract, including— (i) a contract for the purchase, sale or loan of a commodity or group or index of commodities for future delivery; (ii) an option on a commodity or group or index of commodities; (iii) a repurchase or reverse repurchase transaction on any such commodity, group or index; (d) a futures or forwards contract, including a contract (other than a commodities contract) for the purchase, sale or transfer of a commodity or property of any other description, service, right or interest for a specified price at a future date; (e) a swap agreement, including— (i) a swap or option relating to interest rates, spot or other foreign exchange agreements, currency, an equity index or equity, a debt index or debt, commodity indexes or commodities, weather, emissions or inflation; (ii) a total return, credit spread or credit swap; (iii) any agreement or transaction similar to an agreement that is referred to in sub-paragraph (i) or (ii) and is the subject of recurrent dealing in the swaps or derivatives markets; (f) an inter-bank borrowing agreement where the term of the borrowing is three months or less; (g) a master agreement for any of the contracts or agreements referred to in paragraphs (a) to (f). (3) For the purposes of this paragraph “commodities” includes— (a) units recognised for compliance with the requirements of EU Directive 2003/87/EC establishing a scheme for greenhouse gas emission allowance trading, (b) allowances under paragraph 5 of Schedule 2 to the Climate Change Act 2008 relating to a trading scheme dealt with under Part 1 of that Schedule (schemes limiting activities relating to emissions of greenhouse gas), and (c) renewables obligation certificates issued— (i) by the Gas and Electricity Markets Authority under an order made under section 32B of the Electricity Act 1989, or (ii) by the Northern Ireland Authority for Utility Regulation under the Energy (Northern Ireland) Order 2003 (S.I. 2003/419 (N.I. 6)) and pursuant to an order made under Articles 52 to 55F of that Order. (14) (1) This paragraph applies to— (a) a securities financing transaction, and (b) a master agreement for securities financing transactions. (2) “Securities financing transaction” has the meaning given by Article 3(11) of Regulation (EU) 2015/2365 on the transparency of securities financing transactions. (3) But for the purposes of that Article as it applies for the purposes of this paragraph, references to “commodities” in that Regulation are to be taken as including the units, allowances and certificates referred to in paragraph 13(3)(a) to (c). (15) (1) This paragraph applies to— (a) a derivative, and (b) a master agreement for derivatives. (2) “Derivative” has the meaning given by Article 2(5) of Regulation (EU) No. 648/2012. (16) (1) This paragraph applies to— (a) a spot contract, and (b) a master agreement for spot contracts. (2) “Spot contract” has the meaning given by Article 7(2) or 10(2) of Commission Delegated Regulation of 25.4.2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive. (17) (1) This paragraph applies to an agreement which is, or forms part of, an arrangement involving the issue of a capital market investment. (2) “Capital market investment” has the meaning given by paragraph 14 of Schedule ZA1. (18) This paragraph applies to a contract forming part of a public-private partnership project within the meaning given by paragraph 16 of Schedule ZA1. (19) Nothing in section 233B affects the operation of— (a) Part 7 of the Companies Act 1989 (financial markets and insolvency), (b) the Financial Markets and Insolvency Regulations 1996 (S.I. 1996/1469), (c) the Financial Markets and Insolvency (Settlement Finality) Regulations 1999 (S.I. 1999/2979), or (d) the Financial Collateral Arrangements (No.2) Regulations 2003 (S.I. 2003/3226). (20) Nothing in section 233B affects any set-off or netting arrangements (within the meanings given by section 48(1)(c) and (d) of the Banking Act 2009). (21) Nothing in section 233B affects the International Interests in Aircraft Equipment (Cape Town Convention) Regulations 2015 (S.I. 2015/912).

PART 2 — Consequential amendments

Amendments to Acts

2

In Schedule 15 to the Building Societies Act 1986 (application of companies winding up legislation to building societies), after paragraph 32 insert—

(32A) Section 233B of the Act (protection of supplies of goods and services) does not apply.

3

In Schedule 15A to the Building Societies Act 1986 (application of other companies insolvency legislation to building societies), after paragraph 27F insert—

(27FA) Section 233B of the Act (protection of supplies of goods and services) is omitted.

4

In Schedule 10 to the Friendly Societies Act 1992 (application of companies winding up legislation to friendly societies), after paragraph 35 insert—

(35A) Section 233B of the Act (protection of supplies of goods and services) does not apply.

Amendments to subordinate legislation

5

In the Insolvent Partnerships Order 1994 (S.I. 1994/2421), in article 4(3)(a), for “section 233 and section 233A” substitute “ sections 233, 233A and 233B and Schedule 4ZZA ”.

6

In Schedule 4 to the Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090) (disapplications for Scotland), after the entry relating to section 233A insert— “ Section 233B to the extent that that section applies in the case of the appointment of an administrative receiver. ”

7

In Schedule 2 to the Limited Liability Partnerships (Scotland) Regulations 2001 (S.S.I. 2001/128), after the entry relating to section 233A insert— “ Section 233B to the extent that that section applies in the case of the appointment of an administrative receiver. ”

8

In Schedule 3 to the Co-operative and Community Benefit Societies and Credit Unions (Arrangements, Reconstructions and Administration) Order 2014 (S.I. 2014/229), after paragraph 3 insert—

(3A) Section 233B (protection of supplies of goods and services) does not apply in relation to a registered society that is registered as a credit union.

SCHEDULE 13

PART 1 — Exclusions

1

After Schedule 2 to the Insolvency (Northern Ireland) Order 1989 insert—

SCHEDULE 2ZZA (1) (1) Article 197B(3) and (4) do not apply in relation to provision of a contract if— (a) the company becomes subject to a relevant insolvency procedure as specified in Article 197B(2)(b) or (d), and (b) the provision of the contract ceases to have effect under Article 197A(1). (2) Article 197B(7) does not apply in relation to a supply to the company if— (a) the company becomes subject to a relevant insolvency procedure as specified in Article 197B(2)(b) to (f), and (b) the supply is a supply mentioned in Article 197(3). (2) Article 197B does not apply in relation to a contract for the supply of goods or services to a company (“the company”) where any of paragraphs 3 to 11 applies. (3) (1) This paragraph applies where either the company or the supplier— (a) carries on the regulated activity of effecting or carrying out contracts of insurance, and (b) is not an exempt person in relation to that activity. (2) In this paragraph— - “exempt person”, in relation to a regulated activity, has the meaning given by section 417 of the Financial Services and Markets Act 2000; - “regulated activity” has the meaning given by section 22 of that Act, taken with Schedule 2 to that Act and any order under that section. (4) (1) This paragraph applies where either the company or the supplier— (a) has permission under Part 4A of the Financial Services and Markets Act 2000 to carry on the regulated activity of accepting deposits, (b) is a banking group company within the meaning of Part 1 of the Banking Act 2009 (see section 81D of that Act), or (c) has a liability in respect of a deposit which it accepted in accordance with the Banking Act 1979 or the Banking Act 1987. (2) In sub-paragraph (1)(a) “regulated activity” has the meaning given by section 22 of the Financial Services and Markets Act 2000 2000, taken with Schedule 2 to that Act and any order under that section. (5) This paragraph applies where either the company or the supplier is an electronic money institution within the meaning of the Electronic Money Regulations 2011 (S.I. 2011/99) (see regulation 2 of those Regulations). (6) (1) This paragraph applies where either the company or the supplier is an investment bank or an investment firm. (2) In this paragraph— - “investment bank” means a company or other entity that has permission under Part 4A of the Financial Services and Markets Act 2000 to carry on the regulated activity of— 1. safeguarding and administering investments, 2. managing an AIF or a UCITS, 3. acting as trustee or depositary of an AIF or a UCITS, 4. dealing in investments as principal, or 5. dealing in investments as agent; - “investment firm” has the same meaning as in the Banking Act 2009 (see section 258A of that Act), disregarding any order made under section 258A(2)(b) of that Act; - “regulated activity” has the meaning given by section 22 of the Financial Services and Markets Act 2000, taken with Schedule 2 to that Act and any order under that section. (7) This paragraph applies where either the company or the supplier is an authorised payment institution, a small payment institution or a registered account information service provider within the meaning of the Payment Services Regulations 2017 (S.I. 2017/752) (see regulation 2 of those Regulations). (8) This paragraph applies where either the company or the supplier is— (a) the operator of a payment system or an infrastructure provider within the meaning of Part 5 of the Financial Services (Banking Reform) Act 2013 (see section 42 of that Act), or (b) an infrastructure company within the meaning of Part 6 of that Act (see section 112 of that Act). (9) This paragraph applies where either the company or the supplier is a recognised investment exchange, a recognised clearing house or a recognised CSD within the meaning of the Financial Services and Markets Act 2000 (see section 285 of that Act). (10) This paragraph applies where either the company or the supplier is a securitisation company within the meaning of the Taxation of Securitisation Companies Regulations 2006 (S.I. 2006/3296) (see regulation 4 of those Regulations). (11) This paragraph applies where either the company or the supplier does or has done anything outside the United Kingdom which, if done in the United Kingdom, would cause any of the preceding paragraphs of this Part of this Schedule to apply. (12) To the extent that anything to which any of paragraphs 13 to 18 applies is a contract for the supply of goods or services, Article 197B does not apply in relation to it. (13) (1) This paragraph applies to a financial contract. (2) “Financial contract” means— (a) a contract for the provision of financial services consisting of— (i) lending (including the factoring and financing of commercial transactions), (ii) financial leasing, or (iii) providing guarantees or commitments; (b) a securities contract, including— (i) a contract for the purchase, sale or loan of a security or group or index of securities; (ii) an option on a security or group or index of securities; (iii) a repurchase or reverse repurchase transaction on any such security, group or index; (c) a commodities contract, including— (i) a contract for the purchase, sale or loan of a commodity or group or index of commodities for future delivery; (ii) an option on a commodity or group or index of commodities; (iii) a repurchase or reverse repurchase transaction on any such commodity, group or index; (d) a futures or forwards contract, including a contract (other than a commodities contract) for the purchase, sale or transfer of a commodity or property of any other description, service, right or interest for a specified price at a future date; (e) a swap agreement, including— (i) a swap or option relating to interest rates, spot or other foreign exchange agreements, currency, an equity index or equity, a debt index or debt, commodity indexes or commodities, weather, emissions or inflation; (ii) a total return, credit spread or credit swap; (iii) any agreement or transaction similar to an agreement that is referred to in sub-paragraph (i) or (ii) and is the subject of recurrent dealing in the swaps or derivatives markets; (f) an inter-bank borrowing agreement where the term of the borrowing is three months or less; (g) a master agreement for any of the contracts or agreements referred to in paragraphs (a) to (f). (3) For the purposes of this paragraph “commodities” includes— (a) units recognised for compliance with the requirements of EU Directive 2003/87/EC establishing a scheme for greenhouse gas emission allowance trading, (b) allowances under paragraph 5 of Schedule 2 to the Climate Change Act 2008 relating to a trading scheme dealt with under Part 1 of that Schedule (schemes limiting activities relating to emissions of greenhouse gas), and (c) renewables obligation certificates issued— (i) by the Gas and Electricity Markets Authority under an order made under section 32B of the Electricity Act 1989, or (ii) by the Northern Ireland Authority for Utility Regulation under the Energy (Northern Ireland) Order 2003 (S.I. 2003/419 (N.I. 6)) and pursuant to an order made under Articles 52 to 55F of that Order. (14) (1) This paragraph applies to— (a) a securities financing transaction, and (b) a master agreement for securities financing transactions. (2) “Securities financing transaction” has the meaning given by Article 3(11) of Regulation (EU) 2015/2365 on the transparency of securities financing transactions. (3) But for the purposes of that Article as it applies for the purposes of this paragraph, references to “commodities” in that Regulation are to be taken as including the units, allowances and certificates referred to in paragraph 13(3)(a) to (c). (15) (1) This paragraph applies to— (a) a derivative, and (b) a master agreement for derivatives. (2) “Derivative” has the meaning given by Article 2(5) of Regulation (EU) No. 648/2012. (16) (1) This paragraph applies to— (a) a spot contract, and (b) a master agreement for spot contracts. (2) “Spot contract” has the meaning given by Article 7(2) or 10(2) of Commission Delegated Regulation of 25.4.2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive. (17) (1) This paragraph applies to an agreement which is, or forms part of, an arrangement involving the issue of a capital market investment. (2) “Capital market investment” has the meaning given by paragraph 14 of Schedule ZA1. (18) This paragraph applies to a contract forming part of a public-private partnership project within the meaning given by paragraph 16 of Schedule ZA1. (19) Nothing in Article 197B affects the operation of— (a) Part 5 of the Companies (No. 2) (Northern Ireland) Order 1990 (financial markets and insolvency), (b) the Financial Markets and Insolvency Regulations (Northern Ireland) 1996 (S.R. 1996/252), (c) the Financial Markets and Insolvency (Settlement Finality) Regulations 1999 (S.I. 1999/2979), or (d) the Financial Collateral Arrangements (No.2) Regulations 2003 (S.I. 2003/3226). (20) Nothing in Article 197B affects any set-off or netting arrangements (within the meanings given by section 48(1)(c) and (d) of the Banking Act 2009). (21) Nothing in Article 197B affects the International Interests in Aircraft Equipment (Cape Town Convention) Regulations 2015 (S.I. 2015/912).

PART 2 — Consequential amendments

Amendments to Acts

2

In Schedule 15 to the Building Societies Act 1986 (application of companies winding up legislation to building societies), after paragraph 55D insert—

(55DA) Article 197B (protection of supplies of goods and services) does not apply.

3

In Schedule 15A to the Building Societies Act 1986 (application of other companies insolvency legislation to building societies), after paragraph 52 insert—

(52A) Article 197B of the Order (protection of supplies of goods and services) is omitted.

4

In Schedule 10 to the Friendly Societies Act 1992 (application of companies winding up legislation to friendly societies), after paragraph 65 insert—

(65A) Article 197B of the Order (protection of supplies of goods and services) does not apply.

Amendment to subordinate legislation

5

In the Insolvent Partnerships Order (Northern Ireland) 1995 (S.R. (N.I.) 1995/225), in article 4(3)(b), for “Article 197” substitute “ Articles 197 to 197B ”.

SCHEDULE 14

Meaning of “qualifying body”

1

In this Schedule “qualifying body” means—

(a) a registered society within the meaning of the Co-operative and Community Benefit Societies Act (Northern Ireland) 1969 (c. 24 (N.I.)),

(b) a credit union within the meaning of the Credit Unions (Northern Ireland) Order 1985 (S.I. 1985/1205 (N.I. 12)),

(d) a society that is registered within the meaning of the Friendly Societies Act 1974 or incorporated under the Friendly Societies Act 1992,

(e) a registered branch within the meaning of the Friendly Societies Act 1992,

(f) a Scottish charitable incorporated organisation within the meaning of Chapter 7 of Part 1 of the Charities and Trustee Investment (Scotland) Act 2005 (asp 10),

(g) a company within the meaning of section 1(1) of the Companies Act 2006,

(h) a charitable incorporated organisation within the meaning of Part 11 of the Charities Act 2011, and

(i) a registered society within the meaning of the Co-operative and Community Benefit Societies Act 2014.

Meaning of “relevant period”

2

(1) In this Schedule the “relevant period” means the period which—

(a) begins with 26 March 2020, and

(b) ends with 30 December 2020 29 March 2021 30 March 2021.

(2) The appropriate national authority may by regulations substitute for the date for the time being specified in sub-paragraph (1)(b)—

(a) an earlier date, or

(b) a later date that is not more than three months after the date for the time being so specified and is not later than 5 April 2021.

(3) Regulations under sub-paragraph (2) may make consequential or transitional provision or savings.

(4) In sub-paragraph (2) “the appropriate national authority” means—

(a) in relation to a qualifying body within paragraph 1(c), (d), (e), (g), (h), or (i), the Secretary of State,

(b) in relation to a qualifying body within paragraph 1(f), the Scottish Ministers, and

Meetings of qualifying bodies held during the relevant period

3

(1) This paragraph applies to a meeting within sub-paragraph (2) that is held during the relevant period.

(2) A meeting is within this sub-paragraph if it is—

(a) a general meeting of a qualifying body,

(b) a meeting of any class of members of a qualifying body, or

(3) The meeting need not be held at any particular place.

(4) The meeting may be held, and any votes may be permitted to be cast, by electronic means or any other means.

(5) The meeting may be held without any number of those participating in the meeting being together at the same place.

(6) A member of the qualifying body does not have a right—

(a) to attend the meeting in person,

(b) to participate in the meeting other than by voting, or

(7) The provisions of any enactment relating to meetings within sub-paragraph (2) have effect subject to this paragraph.

(8) The provisions of the constitution or rules of the qualifying body have effect subject to this paragraph.

Meetings of qualifying bodies held during the relevant period: power to make further provision

4

(1) The appropriate national authority may by regulations make provision for the purposes of, or in connection with, paragraph 3.

(2) The appropriate national authority may by regulations make provision about the means by which, the form in which, and the period within which, any notice or other document relating to a meeting to which paragraph 3 applies or is expected to apply may be given or made available.

(3) Regulations under this paragraph may—

(a) disapply or modify provisions of an enactment relating to meetings within paragraph 3(2);

(b) disapply or modify provisions of the constitution or rules of a qualifying body;

(d) make consequential, incidental or supplementary provision (including provision disapplying or modifying a provision of an enactment);

(e) make transitional provision or savings.

(4) In this paragraph “the appropriate national authority” means—

(a) in relation to qualifying bodies within paragraph 1(g) or (h), the Secretary of State,

(b) in relation to qualifying bodies within paragraph 1(c), (d), (e) or (i), the Treasury,

(d) in relation to qualifying bodies within paragraph 1(a) or (b), the Department for the Economy in Northern Ireland.

Extension of period for qualifying body to hold annual general meeting

5

(1) This paragraph applies where by reason of any provision a qualifying body is or was under a duty to hold a general meeting as its annual general meeting during a period (“the due period”) that ends during the relevant period.

(2) The provision is to be read as if it imposes (and had always imposed) a duty on the qualifying body to hold a general meeting as its annual general meeting during the period that begins with the due period and ends with the relevant period (but this is subject to regulations under paragraph 6).

(3) If by reason of regulations made under paragraph 2 the relevant period is a period that ends after 30 September 2020 this paragraph has effect as if the relevant period were a period that ends with 30 September 2020.

(4) In this paragraph a reference to “any provision” is a reference to any provision of an enactment or of the constitution or rules of the qualifying body.

(5) In the application of this paragraph in relation to a public company, the references to a duty to hold a general meeting as its annual general meeting are to be read as including a reference to a duty to hold an accounts meeting.

Power to extend period for qualifying body to hold annual general meeting

6

(1) The appropriate national authority may by regulations provide for any provision that would (but for the regulations) have the effect mentioned in sub-paragraph (2) to be read as if instead it had (and always had had) the effect mentioned in sub-paragraph (3).

(2) The effect is that of imposing on a qualifying body a duty to hold a general meeting as its annual general meeting during a period (“the overlapping period”) that overlaps to any extent with the relevant period.

(3) The effect is that of imposing on the qualifying body a duty to hold a general meeting as its annual general meeting during a period that—

(a) begins with the overlapping period, and

(b) ends with such period immediately following the end of the overlapping period as is specified in the regulations.

(4) A period specified in regulations for the purposes of sub-paragraph (3)(b) must not exceed 8 months.

(5) Regulations under this paragraph may—

(a) make different provision for different purposes;

(b) make consequential, incidental or supplementary provision (including provision disapplying or modifying a provision of an enactment);

(6) In sub-paragraph (1) the reference to “any provision” is a reference to any provision of an enactment or of the constitution or rules of a qualifying body.

(7) In this paragraph “the appropriate national authority” has the same meaning as in paragraph 4.

(8) In the application of this paragraph in relation to a public company, the references to a duty to hold a general meeting as its annual general meeting are to be read as including a reference to a duty to hold an accounts meeting.

Regulations made by the Secretary of State or the Treasury

7

(1) Regulations made by the Secretary of State or the Treasury under this Schedule are to be made by statutory instrument.

(2) A statutory instrument containing regulations made by the Secretary of State under paragraph 2(2)(a) of this Schedule is subject to annulment in pursuance of a resolution of either House of Parliament.

(3) A statutory instrument containing regulations made by the Secretary of State under paragraph 2(2)(b) of this Schedule or containing regulations made by the Secretary of State or the Treasury under paragraph 4 or 6 of this Schedule must be laid before Parliament as soon as reasonably practicable after being made.

(4) Sub-paragraph (3) does not apply if a draft of the statutory instrument has been laid before and approved by a resolution of each House of Parliament.

(5) Regulations contained in a statutory instrument laid before Parliament by virtue of sub-paragraph (3) 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, 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 regulations cease to have effect as a result of sub-paragraph (5) that does not—

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

(b) prevent the making of new regulations.

Regulations made by the Scottish Ministers

8

(1) Regulations made by the Scottish Ministers under paragraph 2(2)(a) of this Schedule are subject to the negative procedure (see section 28 of the Interpretation and Legislative Reform (Scotland) Act 2010 (asp 10)).

(2) Regulations made by the Scottish Ministers under paragraph 2(2)(b), 4 or 6 of this Schedule must be laid before the Scottish Parliament as soon as reasonably practicable after being made.

(3) Sub-paragraph (2) does not apply if the regulations have been subject to the affirmative procedure (see section 29 of the Interpretation and Legislative Reform (Scotland) Act 2010).

(4) Regulations laid before the Scottish Parliament by virtue of sub-paragraph (2) cease to have effect at the end of the period of 40 days beginning with the day on which they are made, unless during that period the regulations are approved by a resolution of the Scottish Parliament.

(5) In calculating the period of 40 days, 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.

(6) Where regulations cease to have effect as a result of sub-paragraph (4) that does not—

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

(b) prevent the making of new regulations.

(7) Section 30 of the Interpretation and Legislative Reform (Scotland) Act 2010 does not apply in relation to regulations to which sub-paragraph (2) applies.

Regulations made by the Department for the Economy in Northern Ireland

9

(1) Regulations made by the Department for the Economy in Northern Ireland under paragraph 2(2)(a) of this Schedule are subject to negative resolution within the meaning of section 41(6) of the Interpretation Act (Northern Ireland) 1954 (c. 33 (N.I.)).

(2) Regulations made by the Department for the Economy in Northern Ireland under paragraph 2(2)(b), 4 or 6 of this Schedule must be laid before the Assembly as soon as reasonably practicable after being made.

(3) Sub-paragraph (2) does not apply if a draft of the regulations has been laid before, and approved by a resolution of, the Assembly.

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

(5) Regulations laid before the Assembly by virtue of sub-paragraph (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.

(6) 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

(7) Where regulations cease to have effect as a result of sub-paragraph (5) that does not—

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

(b) prevent the making of new regulations.

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

(9) In this paragraph “the Assembly” means the Northern Ireland Assembly.

Other interpretation

10

In this Schedule—

“accounts meeting” means a general meeting of a public company at which the company's annual accounts and reports (within the meaning given by section 471 of the Companies Act 2006) are laid;

“constitution”, in relation to a company, is to be construed in accordance with section 17 of the Companies Act 2006;

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

“public company” has the meaning given by section 4(2) of the Companies Act 2006.

Moratoriums in Great Britain

Moratoriums in Great Britain: temporary modifications

Moratoriums in Northern Ireland: temporary modifications

Winding-up petitions: Northern Ireland

Suspension of liability for wrongful trading: Northern Ireland

Protection of supplies of goods and services: Great Britain

Temporary exclusion for small suppliers: Great Britain

Further protection of essential supplies: Northern Ireland

Temporary exclusion for small suppliers: Northern Ireland

Purposes

Power to change duration of temporary provisions: Great Britain

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

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

Insolvency Act 1986

Building Societies Act 1986

The Financial Markets and Insolvency (Settlement Finality) Regulations 1999

Limited Liability Partnerships Act 2000

The Limited Liability Partnerships Regulations 2001

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

The Financial Collateral Arrangements (No.2) Regulations 2003

The Insolvency Practitioners Regulations 2005

Banking Act 2009

Charities Act 2011

The Investment Bank Special Administration Regulations 2011

The Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012

Co-operative and Community Benefit Societies Act 2014

The Co-operative and Community Benefit Societies and Credit Unions (Arrangements, Reconstructions and Administration) Order 2014 (S.I. 2014/229)

The International Interests in Aircraft Equipment (Cape Town Convention) Regulations 2015

“Relevant period”

Power to turn off particular provisions of Part 2 of this Schedule early

Power to turn off provisions of Parts 3 and 4 of this Schedule early etc

“Eligible” company: additional exclusion

Relaxation of conditions for obtaining moratorium etc

Relaxation of conditions for extending moratorium obtained during relevant period

Monitoring of moratorium obtained during relevant period

Termination of moratorium obtained during relevant period

“Coronavirus”

Introductory

Definition of “the court”

Content of documents relating to the obtaining or extending of a moratorium: general

Authentication of documents relating to obtaining or extending moratorium: general

Notice that directors wish to obtain a moratorium

Timing of statements for obtaining moratorium

Notice by monitor where moratorium comes into force

Notice that directors wish to extend a moratorium

Extension under section A10 or A11 of the Insolvency Act 1986: notices and statements

Timing of statements for extension under section A10 or A11

Content of application to the court for extension of moratorium

Timing of statements accompanying application to court for extension of moratorium

Notices about change in end of moratorium

Notification by directors of insolvency proceedings etc

Notice of termination of moratorium

Termination of moratorium under section A38(1)(d) of the Insolvency Act 1986

Replacement of monitor or additional monitor: notification

Challenge to monitor's remuneration

Challenge to directors' actions: qualifying decision procedure

Priority of moratorium debts etc in subsequent winding up

Priority of moratorium debts etc in subsequent administration

Prescribed format of documents

Delivery of documents

Applications to court

Identification details for a company

Contact details of a monitor or other office-holder

“The England and Wales Insolvency Rules”

Interpretation: general

Introductory

Definition of “the court”

Content of documents relating to the obtaining or extending of a moratorium: general

Authentication of documents relating to obtaining or extending moratorium: general

Notice that directors wish to obtain a moratorium

Timing of statements for obtaining moratorium

Notice by monitor where moratorium comes into force

Notice that directors wish to extend a moratorium

Extension under section A10 or A11 of the Insolvency Act 1986: notices and statements

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