The Insolvency (Amendment) Rules 2010

Made: 3rd March 2010

Laid before Parliament: 10th March 2010

Coming into force: 6th April 2010

The Lord Chancellor makes the following Rules— in exercise of the powers conferred by sections 411 and 412[^f00002] of the Act, with the concurrence of the Secretary of State, and with the concurrence of the Chancellor of the High Court (by authority of the Lord Chief Justice under sections 411(7) and 412(6)[^f00003] of the Act) in relation to those Rules which affect court procedure.

in exercise of the powers conferred by sections 411 and 412[^f00002] of the Act,

with the concurrence of the Secretary of State, and

with the concurrence of the Chancellor of the High Court (by authority of the Lord Chief Justice under sections 411(7) and 412(6)[^f00003] of the Act) in relation to those Rules which affect court procedure.

Citation and commencement

1

These Rules may be cited as the Insolvency (Amendment) Rules 2010 and come into force on 6th April 2010.

Amendments to and revocations in the Insolvency Rules 1986

2

The Insolvency Rules 1986[^f00004] (“the 1986 Rules”) are amended as set out in Schedule 1 to these Rules.

3

Schedule 2 to these Rules contains new forms substituted for existing forms as provided in paragraph 558 of Schedule 1 to these Rules.

4

After Part 12 to the 1986 Rules insert Part 12A as set out in Schedule 3 to these Rules.

5

The following Rules in the 1986 Rules are revoked—

• in Part 1, Rule 1.2;

• in Part 2, Rule 2.73;

• in Part 3, Rules 3.36 to 3.38;

• in Part 4, Rules 4.77, 4.148B, 4.175, 4.190 and 4.223;

• in Part 5, Rules 5.15, 5.16 and 5.44;

• in Part 6, Rules 6.20, 6.36, 6.99, 6.102 and 6.235;

• in Part 7, Rules 7.2, 7.18, 7.53, 7.54, 7.57 and 7.58;

• in Part 12, Rules 12.4 to 12.17, 12.19, 12.20 and 12.22.

Transitional provisions

6

• (1) The transitional provisions in Schedule 4 to these Rules have effect.

• (2) Rule 4.54(6)(a) (notice of meeting in winding up to be gazetted) does not apply where the notice is of a meeting to be held under section 93 or 105 (annual meetings in voluntary liquidations)[^f00005].

Special administration regimes and old administrations

7

Schedule 5 to these Rules has effect in respect of companies and societies listed in section 249(1) of the Enterprise Act 2002[^f00006] and any case in which a petition for an administration order was presented before 15th September 2003.

Amendments to the Insolvency (Amendment) Rules 2009

8

• (1) Rule 3 of the Insolvency (Amendment) Rules 2009[^f00007] is amended as follows.

• (2) In paragraph (1), for “paragraph (2)” substitute “paragraphs (1A) and (2)”.

• (3) After paragraph (1) insert—

(1A) On and after 6th April 2010, the amendment made by Rule 62 of these Rules to the principal Rules applies in respect of an advertisement appearing in the Gazette or a newspaper after that date where before 6th April 2009 the conditions contained in paragraph (1)(a) or (b) of this Rule were met.

SCHEDULE 1 — Amendments to the Insolvency Rules 1986

General amendments

1

Except in the Forms contained in Schedule 4 to the 1986 Rules, for each word in the first column wherever it appears substitute the corresponding word in the second column.

Old words	New words
Fit (when used of decisions by the court)	Just
Leave (except in Rule 4.20)	Permission
Sign	Authenticate
Signing	Authenticating
Signs	Authenticates
Signed	Authenticated
Signature	Authentication

Amendments to Rule 0.2

2

• (1) Rule 0.2 (construction and interpretation) is amended as follows.

• (2) Omit paragraph (2).

• (3) In paragraph (3), for “paragraphs (1) and (2)” substitute “paragraph (1)”.

Amendments to Rule 1.3

3

• (1) Rule 1.3 (contents of the proposal) is amended as follows.

• (2) In paragraph (2)—

• (a) in sub-paragraph (p), at the end omit “and”;

• (b) after sub-paragraph (q) add—

; and (r) such other matters (if any) as the directors consider appropriate for ensuring that members and creditors are enabled to reach an informed decision on the proposal.

• (3) In paragraph (3) for “former’s” substitute “nominee’s”.

Amendments to Rule 1.5

4

• (1) Rule 1.5 (statement of affairs) is amended as follows.

• (2) In paragraph (1)—

• (a) for “within 7 days after their” substitute “at the same time as the”;

• (b) omit “or within such longer time as he may allow,”.

• (3) For paragraph (4), substitute—

The statement must be verified by a statement of truth made by at least one director.

Amendment to Rule 1.6

5

• (1) Rule 1.6 (additional disclosure for assistance of nominee) is amended as follows.

• (2) In paragraph (3) for “him” to “records” substitute “the nominee such access to the company’s accounts and records as the nominee may require”.

Amendments to Rule 1.8

6

• (1) Rule 1.8 (replacement of nominee) is amended as follows.

• (2) In paragraphs (1) and (2), for “7” substitute “5 business”.

Amendments to Rule 1.9

7

• (1) Rule 1.9 (summoning of meetings under s 3) is amended as follows.

• (2) In paragraph (1) omit “less than 14, nor”.

• (3) In paragraph (2)(a), for “whom he” substitute “whose address the nominee”.

• (4) In paragraph (3), for “Rule 1.19(1)” substitute “Rule 1.19(2)”.

Amendment to Rule 1.10

8

• (1) Rule 1.10 (preparation of proposal) is amended as follows.

• (2) For paragraph (1) substitute—

(1) The responsible insolvency practitioner’s proposal must specify all such matters as under Rule 1.3 (subject to paragraph (3) below) in Chapter 2 the directors of the company would be required to include in a proposal by them, with the addition, where the company is in administration or liquidation, of the nature and amount of its preferential creditors.

Amendment to Rule 1.11

9

• (1) Rule 1.11 (summoning of meetings under s 3) is amended as follows.

• (2) In paragraph (1)(a), for “whom the insolvency practitioner is” substitute “whose address the insolvency practitioner is otherwise”.

Amendments to Rule 1.13

10

• (1) Rule 1.13 (summoning of meetings) is amended as follows.

• (2) In paragraph (1), for “the person summoning the meeting (“the convener”) shall” substitute “the nominee must”.

• (3) In paragraph (4), for “7” substitute “5 business”.

Amendments to Rule 1.14

11

• (1) Rule 1.14 (the chairman at meetings) is amended as follows.

• (2) In paragraph (1) for “convener shall” substitute “nominee must”.

• (3) In paragraph (2)(c) for “convenor” substitute “nominee”.

Amendment to Rule 1.16

12

• (1) Rule 1.16 (attendance by company officers) is amended as follows.

• (2) In paragraph (1), for “convener” wherever it appears substitute “nominee”.

Amendments to Rule 1.19

13

• (1) Rule 1.19 (requisite majorities (creditors)) is amended as follows.

• (2) For paragraphs (1) and (2) substitute—

(1) Subject to paragraph (2), at the creditors’ meeting, a resolution is passed when a majority (in value) of those present and voting in person or by proxy have voted in favour of it. (2) A resolution to approve the proposal or a modification is passed when a majority of three-quarters or more (in value) of those present and voting in person or by proxy have voted in favour of it.

• (3) In paragraph (3)(a), for “convener of the meeting” substitute “nominee”.

Amendment to Rule 1.21

14

• (1) Rule 1.21 (conduct of meetings) is amended as follows.

• (2) After paragraph (4) insert —

(4A) Once only in the course of a meeting the chairman may, without an adjournment, declare it suspended for any period up to 1 hour.

Amendment to Rule 1.22

15

• (1) Rule 1.22 (resolutions to follow approval) is amended as follows.

• (2) In paragraph (1), for “may” where it appears first substitute “must”.

Amendment to Rule 1.22A

16

• (1) Rule 1.22A (notice of order made under section 4A(6)) is amended as follows.

• (2) In paragraph (5), for “7” substitute “5 business”.

Amendments to Rule 1.24

17

• (1) Rule 1.24 (report of meetings) is amended as follows.

• (2) In paragraph (3), after “4” insert “business”.

• (3) In the second sentence of paragraph (4), for “immediately” substitute “as soon as reasonably practicable”.

Amendment to Rule 1.25

18

• (1) Rule 1.25 (revocation or suspension of the arrangement) is amended as follows.

• (2) In paragraphs (4)(b) and (5), for “7” substitute “5 business”.

Substitution of Rule 1.26

19

For Rule 1.26 (supervisor’s accounts and reports) substitute—

(1.26A) (1) Paragraph (2) applies where the voluntary arrangement authorises or requires the supervisor— (a) to carry on the business of the company or trade on its behalf or in its name; or (b) to realise assets of the company; or (c) otherwise to administer or dispose of any of its funds. (2) The supervisor must keep accounts and records of the supervisor’s acts and dealings in, and in connection with, the arrangement, including in particular records of all receipts and payments of money. (3) The supervisor must preserve any accounts and records in paragraph (2) which— (a) were kept by any other person who has acted as supervisor of the arrangement; and (b) are in the supervisor’s possession. (4) Subject to paragraph (5), the supervisor must in respect of each period of 12 months ending with the anniversary of the commencement of the arrangement send within 2 months of the end of that period a report on the progress and prospects for the full implementation of the voluntary arrangement to— (a) the registrar of companies; (b) the company; (c) all those of the company’s creditors who are bound by the voluntary arrangement of whose address the supervisor is aware; (d) subject to paragraph (7) below, the members of the company; and (e) if the company is not in liquidation, the company’s auditors (if any) for the time being. (5) The supervisor is released from an obligation to send a report under paragraph (4), if an obligation to send a final report under Rule 1.29 arises in the period of 2 months mentioned in paragraph (4). (6) Where the supervisor is authorised or required to do any of the things mentioned in paragraph (1)(a) to (c), the report required to be sent pursuant to paragraph (4) must include or be accompanied by— (a) an abstract of receipts and payments required to be recorded by virtue of paragraph (2); or (b) where there have been no such receipts and payments, a statement to that effect. (7) The court may, on application by the supervisor dispense with the sending under this Rule of abstracts or reports to members of the company, either altogether or on the basis that the availability of the abstract or report to members is to be advertised by the supervisor in a specified manner.

Amendment to Rule 1.27

20

• (1) Rule 1.27 (production of accounts and records to Secretary of State) is amended as follows.

• (2) In paragraph (1)(b), for “1.26” substitute “1.26A”.

Amendments to Rule 1.31

21

• (1) Rule 1.31 (application for conversion into winding up) is amended as follows.

• (2) For paragraph (1) substitute—

(1) Where a member State liquidator proposes to apply to the court for conversion of a voluntary arrangement into winding-up proceedings, a witness statement complying with Rule 1.32 must be prepared and filed in court in support of the application. (1A) In this Rule, and in Rules 1.32 and 1.33, “conversion into winding-up proceedings” means an order under Article 37 of the EC Regulation (conversion of earlier proceedings) that the voluntary arrangement is converted into— (a) administration proceedings whose purposes are limited to the winding up of the company through administration and are to exclude the purpose contained in paragraph 3(1)(a) of Schedule B1 to the Act[^f00008]; (b) a creditors’ voluntary winding up; or (c) a winding up by the court.

• (3) In paragraph (3), for “affidavit” substitute “witness statement”.

Amendments to Rule 1.32

22

• (1) Rule 1.32 (contents of affidavit) is amended as follows.

• (2) In the heading, for “affidavit” substitute “witness statement”.

• (3) In paragraph (1)—

• (a) for “affidavit” substitute “witness statement”;

• (b) in sub-paragraph (b)—

• (i) for “deponent’s belief” substitute “belief of the person making the statement”;

• (ii) for “a winding up” substitute “winding-up proceedings”;

• (c) for sub-paragraph (c) substitute—

(c) the opinion of the person making the statement as to whether the company ought to go into voluntary liquidation or be wound up by the court; and

• (4) In paragraph (2)—

• (a) for “An affidavit” substitute “A witness statement”; and

• (b) for “sworn” substitute “made”.

Amendment to Rule 1.33

23

• (1) Rule 1.33 (power of court) is amended as follows.

• (2) In paragraphs (1), (2) and (4), for “winding up” substitute “winding-up proceedings”.

Amendments to Rule 1.37

24

• (1) Rule 1.37 (particulars in statement) is amended as follows.

• (2) In paragraph (1)—

• (a) for “no later than 7 days after” substitute “at the same time as”; and

• (b) omit “or such longer time as he may allow”.

• (3) For paragraph (4), substitute—

• The statement of affairs must be verified by a statement of truth made by at least one director.

Amendment to Rule 1.39

25

• (1) Rule 1.39 (documents submitted to the court to obtain moratorium) is amended as follows.

• (2) In paragraph (1), for “working” substitute “business”.

Amendments to Rule 1.40

26

• (1) Rule 1.40 (notice and advertisement of beginning of a moratorium) is amended as follows.

• (2) After paragraph (2), insert—

(2A) In addition to the standard contents, the notice under paragraph (2) must state— (a) the nature of the business of the company; (b) that a moratorium under section 1A[^f00009] has come into force; and (c) the date upon which the moratorium came into force.

• (3) In paragraph (3)—

• (a) for “claim he” substitute “address the nominee”, and

• (b) at the end add—

and the court at which the documents to obtain the moratorium were filed

Amendments to Rule 1.42

27

• (1) Rule 1.42 (notice and advertisement of end of moratorium) is amended as follows.

• (2) After paragraph (1) insert—

(1A) In addition to the standard contents, the notice under paragraph (1) must state— (a) the nature of the business of the company; (b) that a moratorium under section 1A has come to an end; and (c) the date upon which the moratorium came to an end.

• (3) In paragraph (2), for “claim he” substitute “address the nominee”.

Amendment to Rule 1.44

28

• (1) Rule 1.44 (withdrawal of nominee’s consent to act) is amended as follows.

• (2) In subparagraph (d) for “he” substitute “and address the nominee”.

Amendments to Rule 1.45

29

• (1) Rule 1.45 (replacement of nominee by court) is amended as follows.

• (2) In paragraphs (1) and (2), for “7” substitute “5 business”.

• (3) In paragraph (3) for “his consent to act” substitute—

that the replacement nominee— (a) consents to act; and (b) is qualified to act as an insolvency practitioner in relation to the company or is an authorised person in relation to the company

Amendment to Rule 1.47

30

• (1) Rule 1.47 (application to court under paragraph 26 or 27 of Schedule A1 to the Act[^f00010]) is amended as follows.

• (2) For “7” substitute “5 business”.

Amendments to Rule 1.48

31

• (1) Rule 1.48 (summoning of meetings; procedure at meetings etc.) is amended as follows.

• (2) For paragraph (4) substitute—

(4) Each notice sent under this Rule must— (a) specify— (i) the court in which the documents relating to the obtaining of the moratorium were filed and (ii) the court reference; and (b) state the effect of paragraphs (2) to (4) of Rule 1.52 (requisite majorities (creditors)). (4A) With each notice there must be sent— (a) a copy of the directors’ proposal; (b) a copy of the statement of affairs or, if the nominee thinks fit, a summary of it (the summary to include a list of creditors and the amount of their debts); and (c) the nominee’s comments on the proposal.

Amendments to Rule 1.52

32

• (1) Rule 1.52 (requisite majorities (creditors)) is amended as follows.

• (2) For paragraphs (1) and (2) substitute—

(1) Subject to paragraph (2), at the creditors’ meeting, a resolution is passed when a majority (in value) of those present and voting in person or by proxy have voted in favour of it. (2) A resolution to approve the proposal or a modification is passed when a majority of three-quarters or more (in value) of those present and voting in person or by proxy have voted in favour of it.

• (3) In paragraph (4)(a) for “convener of the meeting” substitute “nominee”.

Amendment to Rule 1.53

33

• (1) Rule 1.53 (requisite majorities (members) and proceedings to obtain agreement on the proposal) is amended as follows.

• (2) After paragraph (4) insert —

(4A) Once only in the course of a meeting the chairman may, without an adjournment, declare it suspended for any period up to 1 hour.

New Chapters in Part 1

34

After Rule 1.54 add—

(1.55) (1) Subject as set out in this Rule, a person (“the relevant person”) who has acted or is acting as— (a) a nominee in respect of a proposed voluntary arrangement; or (b) a supervisor in respect of a voluntary arrangement must, on request in writing by any person mentioned in paragraph (2), supply free of charge to that person a statement of the kind described in paragraph (3). (2) The persons referred to in paragraph (1) are— (a) any director of the company; (b) where the proposal has been approved, any creditor or member of the company in respect of the arrangement. (3) The statement referred to in paragraph (1)— (a) must cover the period beginning with the date of the appointment of the relevant person as nominee or supervisor, as the case may be, and ending— (i) with the date next before the date of making the request on which the relevant person has completed any period as nominee or supervisor, or both, which is a multiple of 6 months or, (ii) where the relevant person has ceased to act as nominee or supervisor, the date upon which the person so ceased; and (b) must comprise the following details— (i) the total number of hours spent on the voluntary arrangement by the relevant person whether as nominee or supervisor, or both, and any staff assigned to the voluntary arrangement during that period; (ii) for each grade of individual so engaged, the average hourly rate at which any work carried out by individuals in that grade is charged; and (iii) the number of hours spent by each grade of staff during that period. (4) No request pursuant to this Rule may be made where more than 2 years has elapsed since the relevant person ceased to act in any capacity in relation to the proposal or any voluntary arrangement arising out of the approval of the proposal. (5) Any statement required to be provided to any person under this Rule must be supplied within 28 days of the date of the receipt of the request by the person required to supply it. (1.56) The court, on the application of the nominee, the directors or any person appearing to it to have an interest, may direct that specified information may be omitted from any statement of affairs required to be sent to the creditors where the disclosure of such information would be likely to prejudice the conduct of the voluntary arrangement or might reasonably be expected to lead to violence against any person.

Amendments to Rule 2.2

35

• (1) Rule 2.2 (affidavit in support of administration application) is amended as follows.

• (2) In the heading, for “Affidavit” substitute “Witness statement”.

• (3) In paragraph (1)—

• (a) for “an affidavit” substitute “a witness statement”; and

• (b) omit “and sworn,”.

• (4) In paragraphs (2) and (3), for “affidavit” wherever it appears substitute “witness statement”.

Amendments to Rule 2.4

36

• (1) Rule 2.4 (contents of application) is amended as follows.

• (2) In the heading, for “affidavit” substitute “witness statement”.

• (3) In paragraph (2), for “an affidavit” substitute “a witness statement”.

• (4) In paragraphs (3) and (4), for “affidavit” substitute “witness statement”.

• (5) In paragraph (4), after “main proceedings” insert “, secondary proceedings”.

Amendment to Rule 2.6

37

• (1) Rule 2.6 (service of application) is amended as follows.

• (2) In paragraph (1), for “affidavit in support of it” substitute “witness statement required by Rule 2.4”.

Amendments to Rule 2.8.

38

• (1) Rule 2.8 (manner in which service to be effected) is amended as follows.

• (2) In paragraph (1), after “5” insert “business”.

• (3) Omit paragraph (6).

Amendments to Rule 2.9

39

• (1) Rule 2.9 (proof of service) is amended as follows.

• (2) For paragraph (1) substitute—

(1) Service of the application must be verified by a certificate of service. (1A) The certificate of service must be sufficient to identify the application served and must specify— (a) the name and registered number of the company, (b) the address of the registered office of the company, (c) the name of the applicant, (d) the court to which the application was made and the court reference number, (e) the date of the application, (f) whether the copy served was a sealed copy, (g) the date on which service was effected, and (h) the manner in which service was effected.

• (3) In paragraph (2)—

• (a) for “affidavit of service, with a sealed copy of the application exhibited to it,” substitute “certificate of service”;

• (b) after “1” insert “business”.

Amendments to Rule 2.11

40

• (1) Rule 2.11 (application where company in liquidation) is amended as follows.

• (2) In paragraph (1), for “affidavit in support of the administration application” substitute “witness statement required by Rule 2.4”.

• (3) In paragraph (2), for “affidavit” substitute “witness statement required by Rule 2.4”.

Amendments to Rule 2.19

41

• (1) Rule 2.19 (appointment taking place out of court business hours) is amended as follows.

• (2) In paragraph (1), for “in accordance with paragraph (3)” substitute “or sending it as an attachment to an e-mail in accordance with paragraphs (3) and (3A)”.

• (3) For paragraph (3) substitute—

(3) The notice must be— (a) faxed to a designated telephone number, or (b) sent as an attachment by e-mail to a designated e-mail address, which must be provided by the Court Service for that purpose. (3A) The Secretary of State must publish the designated telephone number and e-mail address on The Insolvency Service website and, on request to The Insolvency Service, make them available in writing.

• (4) In paragraph (4)—

• (a) after “ensure that” insert “(a)”;

• (b) after “date of the fax transmission” insert “and the telephone number to which the notice was faxed”;

• (c) at the end add—

,or (b) a hard copy of the e-mail is created detailing the time and date of the e-mail and the address to which it was sent and containing a copy of the document sent as an attachment, as the case may be; and the appointor must retain the report or hard copy.

• (5) In paragraph (5), for “that fax transmission” substitute “the fax transmission or sending of the e-mail”.

• (6) In paragraph (6), for “received by the Court Service fax machine” substitute “, or the e-mail (or a hard copy of the e-mail) containing the notice of appointment, as (in either case) received by the Court Service,”.

• (7) In paragraph (7), for the words from “showing the date” to “designated telephone number” substitute “or hard copy required by paragraph (4)”.

• (8) In paragraph (9)—

• (a) after “transmission report” insert “or hard copy of the e-mail”;

• (b) after “faxed” insert “or sent”.

• (9) In paragraph (11), after “transmission report” insert “or hard copy of the e-mail”.

Amendment to Rule 2.20

42

• (1) Rule 2.20 (notice of intention to appoint) is amended as follows.

• (2) In paragraph (3), for “2.8(6)” substitute “2.8(5)”.

Amendments to Rule 2.27

43

• (1) Rule 2.27 (notification and advertisement of administrator’s appointment) is amended as follows.

• (2) In paragraph (1), omit “in Form 2.11B”.

• (3) After paragraph (1), insert—

(1A) In addition to the standard contents, the notice under paragraph (1) must state— (a) that an administrator has been appointed, (b) the date of the appointment, and (c) the nature of the business of the company.

• (4) In paragraph (3), after “person” insert “other than the registrar of companies”.

Amendment to Rule 2.29

44

• (1) Rule 2.29 (verification and filing) is amended as follows.

• (2) In paragraph (7) omit “and file with the court a Form 2.16B together with”.

Amendments to Rule 2.30

45

• (1) Rule 2.30 (limited disclosure) is amended as follows.

• (2) In paragraph (1), after “administration” insert “or might reasonably be expected to lead to violence against any person”.

• (3) In paragraph (3) omit “a Form 2.16B together with”.

• (4) In paragraph (4), for “an affidavit” substitute “a witness statement”.

• (5) In paragraph (5), after “3” insert “business”.

• (6) In paragraph (8), omit “Form 2.16B together with”.

Amendments to Rule 2.31

46

• (1) Rule 2.31 (release from duty to submit statement of affairs; extension of time) is amended as follows.

• (2) In paragraph (3), for “7” substitute “5 business”.

• (3) In paragraph (5), after “5” insert “business”.

• (4) In paragraph (7), for “out of the assets” substitute “as an expense of the administration”.

Amendments to Rule 2.32

47

• (1) Rule 2.32 (expenses of statement of affairs) is amended as follows.

• (2) In paragraph (1), for “the company’s affairs” substitute “affairs of the company”.

• (3) In paragraph (1), for “out of his receipts” substitute “as an expense of the administration”.

Amendments to Rule 2.33

48

• (1) Rule 2.33 (administrator’s proposals) is amended as follows.

• (2) In paragraph (1), omit “attached to Form 2.17B”.

• (3) In paragraph (2)—

• (a) after sub-paragraph (k) insert—

(ka) a statement complying with paragraph (2B) of any pre-administration costs charged or incurred by the administrator or, to the administrator’s knowledge, by any other person qualified to act as an insolvency practitioner;

• (b) in sub-paragraph (m)—

• (i) at the beginning insert, “a statement (which must comply with paragraph (2C) where that paragraph applies) of”;

• (ii) omit the second sentence;

• (c) in sub-paragraph (p)(ii), after “main proceedings” insert “, secondary proceedings”.

• (4) After paragraph (2) insert—

(2A) In this Part— (a) “pre-administration costs” are— (i) fees charged, and (ii) expenses incurred, by the administrator, or another person qualified to act as an insolvency practitioner, before the company entered administration but with a view to its doing so; and (b) “unpaid pre-administration costs” are pre-administration costs which had not been paid when the company entered administration. (2B) A statement of pre-administration costs complies with this paragraph if it includes— (a) details of any agreement under which the fees were charged and expenses incurred, including the parties to the agreement and the date on which the agreement was made, (b) details of the work done for which the fees were charged and expenses incurred, (c) an explanation of why the work was done before the company entered administration and how it would further the achievement of an objective in sub-paragraph (1) of paragraph 3 in accordance with sub-paragraphs (2) to (4) of that paragraph, (d) a statement of the amount of the pre-administration costs, setting out separately— (i) the fees charged by the administrator, (ii) the expenses incurred by the administrator, (iii) the fees charged (to the administrator’s knowledge) by any other person qualified to act as an insolvency practitioner (and, if more than one, by each separately), and (iv) the expenses incurred (to the administrator’s knowledge) by any other person qualified to act as an insolvency practitioner (and, if more than one, by each separately), (e) a statement of the amounts of pre-administration costs which have already been paid (set out separately as under sub-paragraph (d)), (f) the identity of the person who made the payment or, if more than one person made the payment, the identity of each such person and of the amounts paid by each such person set out separately as under sub-paragraph (d), (g) a statement of the amounts of unpaid pre-administration costs (set out separately as under sub-paragraph (d)), and (h) a statement that the payment of unpaid pre-administration costs as an expense of the administration is— (i) subject to approval under Rule 2.67A, and (ii) not part of the proposals subject to approval under paragraph 53. (2C) This paragraph applies where it is proposed that the administration will end by the company moving to a creditors’ voluntary liquidation; and in that case, the statement required by paragraph (2)(m) must include— (a) details of the proposed liquidator; (b) where applicable, the declaration required by section 231; and (c) a statement that the creditors may, before the proposals are approved, nominate a different person as liquidator in accordance with paragraph 83(7)(a) and Rule 2.117A(2)(b).

• (5) In paragraph (4), for the words from “shall notify” to the end substitute—

must as soon as reasonably practicable after the making of the order— (a) notify in Form 2.18B every creditor of the company and every member of the company of whose address (in either case) the administrator is aware, and (b) send a copy of the notification to the registrar of companies.

• (6) After paragraph (5) insert—

(5A) Where proposals are deemed under paragraph (5) to have been approved, the administrator must, as soon as reasonably practicable after expiry of the period set out in Rule 2.37(1), give notice of the date on which they were deemed to have been approved to the registrar of companies, the court and the creditors; and a copy of the proposals must be attached to the notice given to the court and to creditors who have not previously received them.

• (7) In paragraph (6), for “10” insert “7 business”.

• (8) For paragraph (7A) substitute—

(7A) In addition to the standard contents, the notice under paragraph (7) must state— (a) that members can write for a copy of the statement of proposals for achieving the purpose of administration; and (b) the address to which to write.

New Rule after Rule 2.33

49

After Rule 2.33 insert—

(2.33A) (1) Where the administrator thinks that it would prejudice the conduct of the administration or might reasonably be expected to lead to violence against any person for any of the matters specified in Rule 2.33(2)(h) and (j) to be disclosed, the administrator may apply to the court for an order of limited disclosure in respect of any specified part of the statement under paragraph 49. (2) The court may, on such application, order that some or all of the specified part of the statement must not be sent to the registrar of companies or to creditors or members of the company as otherwise required by paragraph 49(4). (3) The administrator must as soon as reasonably practicable send to the persons specified in paragraph 49(4) the statement under paragraph 49 (to the extent provided by the order) and an indication of the nature of the matter in relation to which the order was made. (4) The administrator must also send a copy of the order to the registrar of companies. (5) A creditor who seeks disclosure of a part of a statement under paragraph 49 in relation to which an order has been made under this Rule may apply to the court for an order that the administrator disclose it. The application must be supported by written evidence in the form of a witness statement. (6) The applicant must give the administrator notice of the application at least 3 business days before the hearing. (7) The court may make any order for disclosure subject to any conditions as to confidentiality, duration, the scope of the order in the event of any change of circumstances, or other matters as it sees just. (8) If there is a material change in circumstances rendering the limit on disclosure or any part of it unnecessary, the administrator must, as soon as reasonably practicable after the change, apply to the court for the order or any part of it to be rescinded. (9) The administrator must, as soon as reasonably practicable after the making of an order under paragraph (8), send to the persons specified in paragraph 49(4) a copy of the statement under paragraph 49 to the extent provided by the order. (10) The provisions of CPR[^f00011] Part 31 do not apply to an application under this Rule.

Amendments to Rule 2.34

50

• (1) Rule 2.34 (meetings to consider administrator’s proposals) is amended as follows.

• (2) In paragraph (1), for the words from “shall” to the end substitute—

must have gazetted a notice which, in addition to the standard contents, must state— (a) that an initial creditors’ meeting is to take place; and (b) the venue fixed for the meeting.

• (3) In paragraph (4) omit “and may only adjourn once”.

• (4) After paragraph (4) add—

(5) If there are subsequently further adjournments, the final adjournment must not be to a day later than 14 days after the date on which the meeting was originally held, subject to any direction of the court. (6) Where a meeting is adjourned under this Rule, proofs and proxies may be used if lodged at any time up to 12.00 hours on the business day immediately before the adjourned meeting.

Amendments to Rule 2.35

51

• (1) Rule 2.35 (creditors’ meetings generally) is amended as follows.

• (2) After paragraph (4) insert—

(4A) As soon as reasonably practicable after notice of the meeting has been given, theadministrator must have gazetted a notice which, in addition to the standard contents, must state— (a) that a creditors’ meeting is to take place; (b) the venue fixed for the meeting; (c) the purpose of the meeting; and (d) a statement of the effect of Rule 2.38 (entitlement to vote).

• (3) For paragraph (6) substitute—

(6A) If within 30 minutes from the time fixed for the commencement of the meeting those persons attending the meeting do not constitute a quorum, the chairman may adjourn the meeting to such time and place as the chairman may appoint. (6B) Once only in the course of the meeting the chairman may, without an adjournment, declare the meeting suspended for any period up to 1 hour. (6C) The chairman may, and must if the meeting so resolves, adjourn the meeting to such time and place as seems to the chairman to be appropriate in the circumstances. An adjournment under this paragraph must not be for a period of more than 14 days, subject to the direction of the court. (6D) If there are subsequently further adjournments, the final adjournment must not be to a day later than 14 days after the date on which the meeting was originally held. (6E) Where a meeting is adjourned under this Rule, proofs and proxies may be used if lodged at any time up to 12.00 hours on the business day immediately before the adjourned meeting. (6F) Paragraph (3) applies with regard to the venue fixed for a meeting adjourned under this Rule.

• (4) Omit paragraph (7).

Amendment to Rule 2.36

52

• (1) Rule 2.36 (the chairman at meetings) is amended as follows.

• (2) After paragraph (2) add—

(3) Where the chairman holds a proxy which includes a requirement to vote for a particular resolution and no other person proposes that resolution— (a) the chairman must propose it unless the chairman considers that there is good reason for not doing so, and (b) if the chairman does not propose it, the chairman must as soon as reasonably practicable after the meeting notify the principal of the reason why not.

Amendments to Rule 2.37

53

• (1) Rule 2.37 (meeting requisitioned by creditors) is amended as follows.

• (2) In paragraph (1)—

• (a) for “12” substitute “8 business”;

• (b) for “sub-paragraph (a) does” substitute “sub-paragraphs (a) and (b) do”.

New Rule after Rule 2.37

54

After Rule 2.37 insert—

(2.37A) (1) The court may order that notice of any meeting be given by advertisement and not by individual notice to the persons concerned. (2) In considering whether to act under this Rule, the court must have regard to the cost of advertisement, the amount of assets available and the extent of the interest of creditors, members or any particular class of either.

Amendments to Rule 2.38

55

• (1) Rule 2.38 (entitlement to vote) is amended as follows.

• (2) In paragraph (1)(b), for “the following provisions of” substitute “Rule 2.39 or”.

• (3) At the end of paragraph (7)(a) add “and Rule 2.39”.

Amendment to Rule 2.39

56

• (1) Rule 2.39 (admission and rejection of claims) is amended as follows.

• (2) For paragraph (5) substitute—

(5) An application to the court by way of appeal under this Rule against a decision of the chairman must be made not later than 21 days after the date of the meeting.

Amendment to Rule 2.41

57

• (1) Rule 2.41 (holders of negotiable instruments) is amended as follows.

• (2) In sub-paragraph (b), after “vote” insert “(but not for dividend)”.

Substitution of Rule 2.44

58

For Rule 2.44 (minutes) substitute—

(2.44A) (1) The chairman of the meeting must cause minutes of its proceedings to be kept. (2) The minutes must be authenticated by the chairman, and be retained by the chairman as part of the records of the administration. (3) The chairman must also cause to be made up and kept a list of all the creditors who attended the meeting. (4) The minutes must include— (a) a list of the names of creditors who attended (personally or by proxy) and their claims, (b) if a creditors’ committee has been established, the names and addresses of those elected to be members of the committee, and (c) a record of every resolution passed.

Amendments to Rule 2.45

59

• (1) Rule 2.45 (revision of the administrator’s proposals) is amended as follows.

• (2) In paragraph (2)(g), for the words from “a statement that” to “are approved” substitute—

(i) details of the proposed liquidator, (ii) where applicable, the declaration required by section 231, and (iii) a statement that the creditors may, before the proposals are approved, nominate a different person as liquidator in accordance with paragraph 83(7)(a) and Rule 2.117A(2)(b);

• (3) In paragraph (3), after “5” insert “business”.

• (4) In paragraph (4), for the second sentence substitute—

(5) The notice must be published as soon as reasonably practicable after the administrator sends the statement to the creditors and in addition to the standard contents must state— (a) that members can write for a copy of the statement of revised proposals for the administration; and (b) the address to which to write.

Amendment to Rule 2.46

60

• (1) Rule 2.46 (notice to creditors) is amended as follows.

• (2) For paragraphs (a) and (b) substitute—

(a) send notice in Form 2.23B of the result of the meeting to every creditor and to every other person who received a copy of the original proposals, (b) attach a copy of the proposals considered at the meeting to the notice sent to each creditor who did not receive notice of the meeting but of whose claim the administrator has subsequently become aware, and (c) file with the court a copy of the proposals considered at the meeting and notice of the result of the meeting.

Amendments to Rule 2.47

61

• (1) Rule 2.47 (reports to creditors) is amended as follows.

• (2) In paragraph (1)—

• (a) after sub-paragraph (d) insert—

(da) details of the basis fixed for the remuneration of the administrator under Rule 2.106 (or if not fixed at the date of the report, the steps taken during the period of the report to fix it); (db) if the basis of remuneration has been fixed, a statement of— (i) the remuneration charged by the administrator during the period of the report (subject to paragraph (2A)), and (ii) where the report is the first to be made after the basis has been fixed, the remuneration charged by the administrator during the periods covered by the previous reports (subject to paragraph (2A)), together with a description of the things done by the administrator during those periods in respect of which the remuneration was charged, irrespective in either case of whether payment was made in respect of that remuneration during the period of the report; (dc) a statement of the expenses incurred by the administrator during the period of the report, irrespective of whether payment was made in respect of them during that period;

• (b) at the end of sub-paragraph (f) omit “and”;

• (c) after sub-paragraph (f) insert—

(fa) a statement of the creditors’ right to request information under Rule 2.48A and their right to challenge the administrator’s remuneration and expenses under Rule 2.109; and

• (3) For paragraph (2) substitute—

(2) A receipts and payments account must be in the form of an abstract showing receipts and payments during the period of the report and, where theadministrator has ceased to act, must also include a statement as to the amount paid to unsecured creditors by virtue of the application of section 176A[^f00012]. (2A) Where the basis for the remuneration is a set amount under Rule 2.106(2)(c), it may be shown as that amount without any apportionment to the period of the report. (2B) Where the administrator has made a statement of pre-administration costs under Rule 2.33(2)(ka)— (a) if they are approved under Rule 2.67A, the first progress report after the approval must include a statement setting out the date of the approval and the amounts approved; (b) each successive report, so long as any of the costs remain unapproved, must include a statement either— (i) of any steps taken to get approval, or (ii) that the administrator has decided, or (as the case may be) another insolvency practitioner entitled to seek approval has told the administrator of that practitioner’s decision, not to seek approval.

• (4) For paragraph (3) substitute—

(3) The progress report must, except where paragraph (3A) or (3B) applies, cover the period of 6 months commencing on the date on which the company entered administration and every subsequent period of 6 months. (3A) The period to be covered by a progress report ends on the date when an administrator ceases to act, and the period to be covered by each subsequent progress report is each successive period of 6 months beginning immediately after that date (subject to the further application of this paragraph when another administrator ceases to act). (3B) The sending of a progress report to creditors under Rule 2.112 (application for extension of administration) also satisfies paragraph (3) or (3A) of this Rule in respect of the period covered by that report; and the period to be covered by each subsequent progress report under this Rule is each successive period of 6 months beginning with the end of the period covered by the report under Rule 2.112.

• (5) For paragraph (4) substitute—

(4) The administrator must, within 1 month of the end of the period covered by the report, send— (a) a copy to the creditors attached to Form 2.24B, and (b) a copy to the registrar of companies; but this paragraph does not apply when the period covered by the report is that of a final progress report under Rule 2.110.

Amendments to Rule 2.48

62

• (1) Rule 2.48 (correspondence instead of creditors’ meetings) is amended as follows.

• (2) At the end of paragraph (2) add, “unless it has already been given to the administrator under that Rule”.

• (3) Omit paragraph (8).

New Rule after Rule 2.48

63

After Rule 2.48 insert—

(2.48A) (1) If— (a) within 21 days of receipt of a progress report under Rule 2.47— (i) a secured creditor, or (ii) an unsecured creditor with the concurrence of at least 5% in value of the unsecured creditors (including the creditor in question), or (b) with the permission of the court upon an application made within that period of 21 days, any unsecured creditor, makes a request in writing to the administrator for further information about remuneration or expenses (other than pre-administration costs) set out in a statement required by Rule 2.47(1)(db) or (dc), the administrator must, within 14 days of receipt of the request, comply with paragraph (2). (2) The administrator complies with this paragraph by either— (a) providing all of the information asked for, or (b) so far as the administrator considers that— (i) the time or cost of preparation of the information would be excessive, or (ii) disclosure of the information would be prejudicial to the conduct of the administration or might reasonably be expected to lead to violence against any person, or (iii) the administrator is subject to an obligation of confidentiality in respect of the information, giving reasons for not providing all of the information. (3) Any creditor, who need not be the same as the creditor who requested further information under paragraph (1), may apply to the court within 21 days of— (a) the giving by the administrator of reasons for not providing all of the information asked for, or (b) the expiry of the 14 days provided for in paragraph (1), and the court may make such order as it thinks just. (4) Without prejudice to the generality of paragraph (3), the order of the court under that paragraph may extend the period of 8 weeks provided for in Rule 2.109(1B) by such further period as the court thinks just.

Amendment to Rule 2.49

64

• (1) Rule 2.49 (venue and conduct of company meeting) is amended as follows.

• (2) For paragraphs (5) and (6) substitute—

(5A) Subject to anything to the contrary in the Act and these Rules, the meeting must be summoned and conducted— (a) in the case of a company incorporated— (i) in England and Wales, or in Wales, or (ii) outside the United Kingdom other than in an EEA state, in accordance with the law of England and Wales, including any applicable provision in or made under the Companies Act[^f00013]; (b) in the case of a company incorporated in an EEA state other than the United Kingdom, in accordance with the law of that state applicable to meetings of the company.

Amendment to Rule 2.50

65

• (1) Rule 2.50 (constitution of committee) is amended as follows.

• (2) For paragraph (2), substitute—

(2) A person claiming to be a creditor is entitled to be a member of the committee provided that— (a) that person’s claim has neither been wholly disallowed for voting purposes, nor wholly rejected for the purpose of distribution or dividend; and (b) the claim mentioned in sub-paragraph (a) is not fully secured.

Amendments to Rule 2.51

66

• (1) Rule 2.51 (formalities of establishment of creditors’ committee) is amended as follows.

• (2) After paragraph (1) add—

(1A) If the chairman of the creditors’ meeting which resolves to establish the committee is not the administrator, the chairman must as soon as reasonably practicable give notice of the resolution to the administrator and inform the administrator of the names and addresses of the persons elected to be members of the committee.

• (3) In paragraph (2)—

• (a) omit “or representative under section 323 of the Companies Act”; and

• (b) after “establishing the committee” add “or, in the case of a corporation, by its duly appointed representative”.

• (4) In paragraph (3), for “unless and until at least 3 of the persons who are” substitute “before the minimum number of members set out in Rule 2.50 elected”.

• (5) In paragraph (5), omit “filed with the court and a copy”.

• (6) In paragraph (6), for the words from “court” to the end substitute “registrar of companies by filing an amended certificate”.

Amendments to Rule 2.52

67

• (1) Rule 2.52 (functions and meetings of the committee) is amended as follows.

• (2) In paragraph (1), at the beginning insert “In addition to any functions conferred on the creditors’ committee by any provision of the Act,”.

• (3) For paragraph (3) substitute—

(3) The administrator must call a first meeting of the committee to take place within 6 weeks of the committee’s establishment. (3A) After the calling of the first meeting, the administrator must call a meeting— (a) if so requested by a member of the committee or the member’s representative (the meeting then to be held within 21 days of the request being received by the administrator); and (b) for a specified date, if the committee has previously resolved that a meeting be held on that date.

• (4) In paragraph (4)—

• (a) at the beginning insert “Subject to paragraph (5),”;

• (b) for “7” substitute “5 business”.

• (5) After paragraph (4) add—

(5) Where the administrator has determined that a meeting should be conducted and held in the manner referred to in Rule 12A.26(2), the notice period mentioned in paragraph (4) is 7 business days.

Amendments to Rule 2.53

68

• (1) Rule 2.53 (the chairman at meetings) is amended as follows.

• (2) For paragraph (1), substitute—

(1) The chairman at any meeting of the creditors’ committee must be the administrator, or a person appointed by the administrator in writing to act.

• (3) In paragraph (2), for “nominated” substitute “appointed”.

Amendments to Rule 2.55

69

• (1) Rule 2.55 (committee-members’ representatives) is amended as follows.

• (2) In paragraph (2), omit “or any authorisation under section 323 of the Companies Act”.

• (3) For paragraph (4) substitute—

(4) No member may be represented by— (a) another member of the committee; (b) a person who is at the same time representing another committee member; (c) a body corporate; (d) an undischarged bankrupt; (e) a disqualified director; or (f) a person who is subject to a bankruptcy restrictions order (including an interim order), a bankruptcy restrictions undertaking, a debt relief restrictions order (including an interim order) or a debt relief restrictions undertaking.

• (4) Omit paragraph (5).

Amendment to Rule 2.57

70

• (1) Rule 2.57 (termination of membership) is amended as follows.

• (2) For paragraph (1)(c) substitute—

(c) ceases to be a creditor and a period of 3 months has elapsed from the date that that member ceased to be a creditor or is found never to have been a creditor.

Amendments to Rule 2.59

71

• (1) Rule 2.59 (vacancies) is amended as follows.

• (2) In paragraph (2), for “the minimum required under Rule 2.50(1)” substitute “3”.

• (3) After paragraph (3), add—

(4) Alternatively, a meeting of creditors may resolve that a creditor be appointed (with that creditor’s consent) to fill the vacancy. (5) Where the vacancy is filled by an appointment made by a creditors’ meeting at which the administrator is not present, the chairman of the meeting must report to the administrator the appointment which has been made.

Amendment to Rule 2.60

72

• (1) Rule 2.60 (procedure at meetings) is amended as follows.

• (2) For paragraphs (2) and (3) substitute—

(2) Every resolution passed must be recorded in writing and authenticated by the chairman, either separately or as part of the minutes of the meeting, and the record must be kept with the records of the proceedings.

Amendments to Rule 2.61

73

• (1) Rule 2.61 (resolutions of creditors’ committee by post) is amended as follows.

• (2) In the heading, for “by post” substitute “otherwise than at a meeting”.

• (3) In paragraph (5), for “placed in the company’s minute book” substitute “kept with the records of the proceedings”.

Amendment to Rule 2.63

74

• (1) Rule 2.63 (expenses of members etc.) is amended as follows.

• (2) In paragraph (1), after “defray” insert “, in the prescribed order of priority,”.

Amendment to Rule 2.66

75

• (1) Rule 2.66 (disposal of charged property) is amended as follows.

• (2) For paragraph (5) substitute—

(5) The administrator must send a copy of the sealed order to the registrar of companies.

Amendment to Rule 2.67

76

• (1) Rule 2.67 (expenses of the administration) is amended as follows.

• (2) In paragraph (1), for sub-paragraph (h) substitute—

(h) the administrator’s remuneration the basis of which has been fixed under Chapter 11 of this Part of the Rules and unpaid pre-administration costs approved under Rule 2.67A;

New Rule after Rule 2.67

77

After Rule 2.67 insert—

(2.67A) (1) Where the administrator has made a statement of pre-administration costs under Rule 2.33(2)(ka), the creditors’ committee may determine whether and to what extent the unpaid pre-administration costs set out in the statement are approved for payment. (2) But if— (a) there is no creditors’ committee, or (b) there is but it does not make the necessary determination, or (c) it does do so but the administrator or other insolvency practitioner who has charged fees or incurred expenses as pre-administration costs considers the amount determined to be insufficient, paragraph (3) applies. (3) When this paragraph applies, determination of whether and to what extent the unpaid pre-administration costs are approved for payment shall be— (a) by resolution of a meeting of creditors other than in a case falling in sub-paragraph (b), or (b) in a case where the administrator has made a statement under paragraph 52(1)(b)— (i) by the approval of each secured creditor of the company, or (ii) if the administrator has made, or intends to make, a distribution to preferential creditors, by the approval of— (aa) each secured creditor of the company, and (bb) preferential creditors whose debts amount to more than 50% of the preferential debts of the company, disregarding debts of any creditor who does not respond to an invitation to give or withhold approval. (4) The administrator must call a meeting of the creditors’ committee or of creditors if so requested for the purposes of paragraphs (1) to (3) by another insolvency practitioner who has charged fees or incurred expenses as pre-administration costs; and the administrator must give notice of the meeting within 28 days of receipt of the request. (5) If— (a) there is no determination under paragraph (1) or (3), or (b) there is such a determination but the administrator or other insolvency practitioner who has charged fees or incurred expenses as pre-administration costs considers the amount determined to be insufficient, the administrator (where the fees were charged or expenses incurred by the administrator) or other insolvency practitioner (where the fees were charged or expenses incurred by that practitioner)may apply to the court for a determination of whether and to what extent the unpaid pre-administration costs are approved for payment. (6) Paragraphs (2) to (4) of Rule 2.108 apply to an application under paragraph (5) of this Rule as they do to an application under paragraph (1) of that Rule (references to the administrator being read as references to the insolvency practitioner who has charged fees or incurred expenses as pre-administration costs). (7) Where the administrator fails to call a meeting of the creditors’ committee or of creditors in accordance with paragraph (4), the other insolvency practitioner may apply to the court for an order requiring the administrator to do so.

Amendment to Rule 2.68

78

• (1) Rule 2.68 (distribution to creditors – general) is amended as follows.

• (2) In paragraph (1), at the end of the first sentence add, “other than secured creditors”.

Amendments to Rule 2.71

79

• (1) Rule 2.71 (division of unsold assets) is amended as follows.

• (2) The existing provision becomes paragraph (1).

• (3) After paragraph (1) add—

(2) The administrator must— (a) in the receipts and payments account included in the final progress report under Chapter 12 of this Part, state the estimated value of the property divided amongst the creditors of the company during the period to which the report relates, and (b) as a note to the account, provide details of the basis of the valuation.

Amendments to Rule 2.72

80

• (1) Rule 2.72 (proving a debt) is amended as follows.

• (2) In paragraph (3)(b)—

• (a) after sub-paragraph (i) insert—

(ia) if the creditor is a company, its registered number;

• (b) for sub-paragraph (ii) substitute—

(ii) the total amount of the creditor’s claim (including value added tax) as at the date on which the company entered administration (or, if the company was in liquidation when it entered administration, the date on which it went into liquidation), less any payments made after that date in respect of the claim, any deduction under Rule 2.84 and any adjustment by way of set-off in accordance with Rule 2.85;

• (c) omit sub-paragraphs (iv) and (v).

• (3) After paragraph (5) add—

(6) Where an administration is immediately preceded by a winding up, a creditor proving in the winding up is deemed to have proved in the administration.

Amendments to Rule 2.76

81

• (1) Rule 2.76 (new administrator appointed) is amended as follows.

• (2) In paragraph (1), for “shall” substitute “must as soon as reasonably practicable”.

• (3) After paragraph (2) add—

(3) From then on, all proofs of debt must be sent to and retained by the new administrator.

Amendments to Rule 2.78

82

• (1) Rule 2.78 (appeal against decision on proof) is amended as follows.

• (2) In paragraph (2), at the beginning insert “A member or”.

• (3) After paragraph (4) insert—

(4A) Where the application is made by a member, the court must not disallow the proof (in whole or in part) unless the member shows that there is (or would be but for the amount claimed in the proof), or that it is likely that there will be (or would be but for the amount claimed in the proof), a surplus of assets to which the company would be entitled.

Amendments to Rule 2.88

83

• (1) Rule 2.88 (interest) is amended as follows.

• (2) Before paragraph (1) insert—

(A1) In this Rule, “the relevant date” means the date on which the company entered administration or, if the administration was immediately preceded by a winding up, the date on which the company went into liquidation.

• (3) In paragraph (1), for all the words after “after” substitute “the relevant date”.

• (4) In paragraph (2), for “the company entered administration” substitute “the relevant date”.

• (5) In paragraph (3), for “the date when the company entered administration” substitute “the relevant date”.

• (6) In paragraph (4), for “that date” substitute “the relevant date”.

• (7) In paragraph (5), for “that of the company’s entering administration” substitute “the relevant date”.

• (8) In paragraph (6), for “the date when the company entered administration” substitute “the relevant date”.

• (9) In paragraph (7), for “the company entered administration” substitute “the relevant date”.

• (10) In paragraph (9), for “or” substitute “and”.

Amendments to Rule 2.93

84

• (1) Rule 2.93 (test of security’s value) is amended as follows.

• (2) In paragraph (1), for “Rule 2.90” substitute “Rule 2.92”.

• (3) After paragraph (2) add—

(3) This Rule does not apply if the security has been revalued and the revaluation has been approved by the court.

Amendments to Rule 2.95

85

• (1) Rule 2.95 (notice of proposed distribution) is amended as follows.

• (2) In paragraph (1) omit “28 days’”.

• (3) In paragraph (4), for “paragraphs (1) or (3) shall”, substitute “paragraph (1) or (3) must, in addition to the standard contents”.

Amendments to Rule 2.96

86

• (1) Rule 2.96 (admission or rejection of proofs) is amended as follows.

• (2) In paragraph (1)—

• (a) for “7” substitute “5 business”;

• (b) in sub-paragraph (a), after “reject” insert “(in whole or in part)”.

New Rule after Rule 2.96

87

After Rule 2.96 insert—

(2.96A) If in the period of 2 months referred to in Rule 2.95(4)(a)— (a) the administrator has rejected a proof in whole or in part and application is made to the court for that decision to be reversed or varied, or (b) application is made to the court for the administrator’s decision on a proof to be reversed or varied, or for a proof to be expunged, or for a reduction of the amount claimed, the administrator may postpone or cancel the dividend.

Amendment to Rule 2.97

88

• (1) Rule 2.97 (declaration of dividend) is amended as follows.

• (2) After paragraph (2) add—

(3) If the court gives permission under paragraph (2), the administrator must make such provision in respect of the proof in question as the court directs.

Amendment to Rule 2.98

89

• (1) Rule 2.98 (notice of declaration of a dividend) is amended as follows.

• (2) Omit paragraph (2)(f).

Amendments to Rule 2.106

90

• (1) Rule 2.106 (fixing of remuneration) is amended as follows.

• (2) In paragraph (2)—

• (a) for “The remuneration” substitute “The basis of remuneration”;

• (b) omit “either”;

• (c) at the end add—

; or (c) as a set amount.

• (3) For paragraph (3) substitute—

(3A) The basis of remuneration may be fixed as any one or more of the bases set out in paragraph (2), and different bases may be fixed in respect of different things done by the administrator. (3B) Where the basis of remuneration is fixed as set out in paragraph (2)(a), different percentages may be fixed in respect of different things done by the administrator. (3C) It is for the creditors’ committee (if there is one) to determine— (a) which of the bases set out in paragraph (2) are to be fixed and (where appropriate) in what combination under paragraph (3A), and (b) the percentage or percentages (if any) to be fixed under paragraphs (2)(a) and (3B) and the amount (if any) to be set under paragraph (2)(c).

• (4) In paragraph (5), after “determination,” insert “and the case does not fall within paragraph (5A), the basis of”.

• (5) In each of paragraphs (5) and (5A), for “paragraph (2)” substitute “paragraphs (2), (3A) and (3B)”.

• (6) In paragraph (5A), after “determination,” insert “the basis of”.

• (7) In paragraph (6), after “as above,” insert “the basis of”.

• (8) At the end of paragraph (6) add—

and the provisions of paragraphs (2) to (4) apply as they do to the fixing of the basis of remuneration by the creditors’ committee; but such an application may not be made by the administrator unless the administrator has first sought fixing of the basis in accordance with paragraph (3), (5) or (5A), and in any event may not be made more than 18 months after the date of the administrator’s appointment.

Amendments to Rule 2.107

91

• (1) Rule 2.107 (recourse to meeting of creditors) is amended as follows.

• (2) In each of paragraphs (1) and (2)—

• (a) after “if” insert “the basis of”;

• (b) for “he may request that it be increased” substitute “or the basis to be inappropriate, the administrator may request that the rate or amount be increased or the basis changed”.

Amendments to Rule 2.108

92

• (1) Rule 2.108 (recourse to the court) is amended as follows.

• (2) In paragraphs (1) and (1A)—

• (a) after “considers that the” insert “basis of”;

• (b) after “insufficient” insert “or inappropriate”;

• (c) after “order” insert “changing it or”.

• (3) After paragraph (1A) insert—

(1B) Where an application is made under paragraph (1A), the administrator must give notice to each of the creditors whose approval was sought under Rule 2.106(5A).

Amendments to Rule 2.109

93

• (1) Rule 2.109 (creditors’ claim that remuneration is excessive) is amended as follows.

• (2) In the heading, after “is” insert “or other expenses are”.

• (3) For paragraph (1) substitute—

(1) Any secured creditor, or any unsecured creditor with either the concurrence of at least 10% in value of the unsecured creditors (including that creditor) or the permission of the court, may apply to the court for one or more of the orders in paragraph (4). (1A) Application may be made on the grounds that— (a) the remuneration charged by the administrator, (b) the basis fixed for the administrator’s remuneration under Rule 2.106, or (c) expenses incurred by the administrator, is or are, in all the circumstances, excessive or, in the case of an application under sub-paragraph (b), inappropriate. (1B) The application must, subject to any order of the court under Rule 2.48A(4), be made no later than 8 weeks after receipt by the applicant of the progress report which first reports the charging of the remuneration or the incurring of the expenses in question (“the relevant report”).

• (4) In paragraph (2), for “7” substitute “5 business”.

• (5) For paragraph (4) substitute—

(4) If the court considers the application to be well-founded, it must make one or more of the following orders— (a) an order reducing the amount of remuneration which the administrator was entitled to charge; (b) an order fixing the basis of remuneration at a reduced rate or amount; (c) an order changing the basis of remuneration; (d) an order that some or all of the remuneration or expenses in question be treated as not being expenses of the administration; (e) an order that the administrator or the administrator’s personal representative pay to the company the amount of the excess of remuneration or expenses or such part of the excess as the court may specify; and may make any other order that it thinks just; but an order under sub-paragraph (b) or (c) may be made only in respect of periods after the period covered by the relevant report.

New Rules after Rule 2.109

94

After Rule 2.109 insert—

(2.109A) (1) Where, after the basis of the administrator’s remuneration has been fixed, there is a material and substantial change in the circumstances which were taken into account in fixing it, the administrator may request that it be changed. (2) The request must be made— (a) where the creditors’ committee fixed the basis, to the committee; (b) where the creditors fixed the basis, to the creditors; (c) where the court fixed the basis, by application to the court; and Rules 2.106 to 2.109 apply as appropriate. (3) Any change in the basis for remuneration applies from the date of the request under paragraph (2) and not for any earlier period. (2.109B) If a new administrator is appointed in place of another, any determination, resolution or court order in effect under the preceding provisions of this Chapter immediately before the former administrator ceased to hold office continues to apply in respect of the remuneration of the new administrator until a further determination, resolution or court order is made in accordance with those provisions. (2.109C) (1) In a case in which the basis of the administrator’s remuneration is a set amount under Rule 2.106(2)(c) and the administrator (“the former administrator”) ceases (for whatever reason) to hold office before the time has elapsed or the work has been completed in respect of which the amount was set, application may be made for determination of what portion of the amount should be paid to the former administrator or the former administrator’s personal representative in respect of the time which has actually elapsed or the work which has actually been done. (2) Application may be made— (a) by the former administrator or the former administrator’s personal representative within the period of 28 days beginning with the date upon which the former administrator ceased to hold office, or (b) by the administrator for the time being in office if the former administrator or the former administrator’s personal representative has not applied by the end of that period. (3) Application must be made— (a) where the creditors’ committee fixed the basis, to the committee; (b) where the creditors fixed the basis, to the creditors for a resolution determining the portion; (c) where the court fixed the basis, to the court for an order determining the portion. (4) The applicant must give a copy of the application to the administrator for the time being in office or to the former administrator or the former administrator’s personal representative, as the case may be (“the recipient”). (5) The recipient may within 21 days of receipt of the copy of the applicationgive notice of intenttomake representations to the creditors’ committee or the creditors or to appear or be represented before the court, as the case may be. (6) No determination may be made upon the application until expiry of the 21 days referred to in paragraph (5) or,if the recipient does give notice of intent in accordance with that paragraph, until the recipient has been afforded the opportunity to make representations or to appear or be represented, as the case may be. (7) If the former administrator or the former administrator’s personal representative (whether or not the original applicant) considers that the portion determined upon application to the creditors’ committee or the creditors is insufficient, that person may apply— (a) in the case of a determination by the creditors’ committee, to the creditors for a resolution increasing the portion; (b) in the case of a resolution of the creditors (whether under paragraph (1) or under sub-paragraph (a)), to the court for an order increasing the portion; and paragraphs (4) to (6)apply as appropriate.

Amendment to Rule 2.111

95

• (1) Rule 2.111 (notice of automatic end of administration) is amended as follows.

• (2) In paragraph (2), after “all” insert “other”.

Amendment to Rule 2.112

96

• (1) Rule 2.112 (applications for extension of administration) is amended as follows.

• (2) For paragraph (3) substitute—

(4) Where the court makes an order extending the administration, the administrator must give notice of the order to the creditors as soon as reasonably practicable, together with a copy of the progress report which accompanied the application to the court. (5) Where the period of the administration has been extended by consent of creditors, the administrator must give notice to the creditors as soon as reasonably practicable.

Amendment to Rule 2.113

97

• (1) Rule 2.113 (notice of end of administration) is amended as follows.

• (2) In paragraph (5), after “persons” insert “(except the registrar of companies – see paragraph (2))”.

• (3) For paragraph (7) substitute—

(7) In addition to the standard contents, the notice under paragraph (6) must state— (a) the date that the administration ended; and (b) that creditors can write for a copy of the notice of end of administration and the address to which to write.

Amendment to Rule 2.114

98

• (1) Rule 2.114 (application to court by administrator) is amended as follows.

• (2) In paragraph (3)(a), for “7” substitute “5 business”.

Amendments to Rule 2.116

99

• (1) Rule 2.116 (notification by administrator of court order) is amended as follows.

• (2) The existing provision becomes paragraph (1).

• (3) In paragraph (1), for “shall notify the registrar of companies in Form 2.33B, attaching” substitute “must send to the registrar of companies”.

• (4) After paragraph (1) add—

(2) As soon as reasonably practicable, the adminstrator must send a copy of the notice and the final progress report to all other persons who received notice of the administrator’s appointment.

Substitution of Rule 2.117

100

For Rule 2.117 (moving from administration to creditors’ voluntary liquidation) substitute—

(2.117A) (1) As soon as reasonably practicable after the day on which the registrar of companies registers the notice of moving from administration to creditors’ voluntary liquidation sent by the administrator for the purposes of paragraph 83(3), the person who at that point ceases to be the administrator must (whether the administrator becomes the liquidator or not) send a final progress report (which must include details of the assets to be dealt with in the liquidation) to the registrar of companies and to all those who received notice of the administrator’s appointment. (2) For the purposes of paragraph 83(7)(a), a person is nominated by the creditors as liquidator by— (a) their approval of the statement of the proposed liquidator in the administrator’s proposals or revised proposals, or (b) their nomination of a different person before their approval of the proposals or revised proposals. (3) Where the creditors nominate a different person, the nomination must, where applicable, include the declaration required by section 231.

Amendments to Rule 2.118

101

• (1) Rule 2.118 (moving from administration to dissolution) is amended as follows.

• (2) In paragraph (1), for “he shall do so in Form 2.35B and shall” substitute “the administrator must”.

• (3) In paragraph (2), for “those” substitute “other persons”.

• (4) Omit paragraph (4).

Amendment to Rule 2.120

102

• (1) Rule 2.120 (notice of intention to resign) is amended as follows.

• (2) In paragraph (1), for “7” substitute “5 business”.

Amendment to Rule 2.122

103

• (1) Rule 2.122 (application to court to remove administrator from office) is amended as follows.

• (2) In paragraph (5), omit “in Form 2.39B”.

Amendment to Rule 2.123

104

• (1) Rule 2.123 (notice of vacation of office when administrator ceases to be qualified to act) is amended as follows.

• (2) Omit “in Form 2.39B”.

Amendments to Rule 2.124

105

• (1) Rule 2.124 (administrator deceased) is amended as follows.

• (2) In paragraph (2), after “partner in” where it appears first insert “or an employee of”.

• (3) In paragraph (4), omit “in Form 2.39B”.

Amendment to Rule 2.125

106

• (1) Rule 2.125 (application to replace) is amended as follows.

• (2) In paragraph (3), for “an affidavit” substitute “a witness statement”.

Amendment to Rule 2.128

107

• (1) Rule 2.128 (notice of appointment of replacement or additional administrator) is amended as follows.

• (2) Omit “in Form 2.40B”.

Amendments to Rule 2.130

108

• (1) Rule 2.130 (application for conversion into winding up) is amended as follows.

• (2) For paragraph (1) substitute—

(1) Where a member State liquidator proposes to apply to the court for the conversion into winding-up proceedings of an administration, a witness statement complying with Rule 2.131 must be prepared and filed with the court in support of the application. (1A) In this Rule, and in Rules 2.131 and 2.132, “conversion into winding-up proceedings” means an order under Article 37 of the EC Regulation (conversion of earlier proceedings) that— (a) the purposes of the administration are to be limited to the winding up of the company through administration and are to exclude the purpose contained in sub- paragraph (a) of paragraph 3(1); (b) the administration is converted into a creditors’ voluntary winding up; or (c) the administration is converted into a winding up by the court.

• (3) In paragraph (3), for “affidavit” substitute “witness statement”.

Amendments to Rule 2.131

109

• (1) Rule 2.131 (contents of affidavit) is amended as follows.

• (2) In the heading, for “affidavit” substitute “witness statement”.

• (3) In paragraph (1)—

• (a) for “affidavit” substitute “witness statement”;

• (b) in sub-paragraph (b)—

• (i) for “deponent’s belief” substitute “belief of the person making the statement”;

• (ii) for “a winding up”, substitute “winding-up proceedings”;

• (c) for sub-paragraph (c) substitute—

(c) the opinion of the person making the statement as to whether the company ought to go into voluntary liquidation or be wound up by the court; and