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The Insolvency (Amendment) Rules 2010

Type Statutory-Instrument

Publication 2010-03-03

State In force

Department King's Printer of Acts of Parliament

Source legislation.gov.uk

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(1) Rule 2.132 (power of court) is amended as follows.

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

Amendment to Rule 3.1

111

(1) Rule 3.1 (acceptance and confirmation of acceptance of appointment) is amended as follows.

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

Amendment to Rule 3.2

112

(1) Rule 3.2 (notice and advertisement of appointment) is amended as follows.

(2) For paragraph (4) substitute—

(4) In addition to the standard contents, the notice under paragraph (3) must state— (a) that an administrative receiver has been appointed; (b) the date of the appointment; (c) the name of the person who made the appointment, and that the appointment was made by that person; and (d) the nature of the business of the company.

Amendments to Rule 3.3

113

(1) Rule 3.3 (notice requiring statement of affairs) is amended as follows.

(2) In paragraphs (2) and (3), for “deponents” wherever it appears substitute “nominated persons”.

(3) In paragraph (4), for “deponent” substitute “nominated person”.

Amendments to Rule 3.4

114

(1) Rule 3.4 (verification and filing) is amended as follows.

(2) In paragraph (1)—

(a) for “affidavit” substitute “a statement of truth”’; and

(b) for “deponents” substitute “nominated persons”.

(3) In paragraph (2)—

(a) for “an affidavit of concurrence” substitute “a statement of concurrence”; and

(b) for “in the statement of affairs” substitute “with the statement of affairs”.

(4) In paragraph (3)—

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

(b) for “the affidavit” substitute “the statement of concurrence”; and

(5) In paragraph (4)—

(a) for “deponent” substitute “nominated person”; and

(b) for “affidavit of verification” substitute “statement of truth”.

(6) In paragraph (5), for “affidavit” substitute “statement”.

(7) In paragraph (6)—

(a) after “statement” insert “of affairs”; and

(b) for “affidavits” substitute “statements”.

Amendment to Rule 3.5

115

(1) Rule 3.5 (limited disclosure) is amended as follows.

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

Amendments to Rule 3.6

116

(1) Rule 3.6 (release from duty to submit statement of affairs: extension of time) is amended as follows.

(2) For “deponent” wherever it appears substitute “nominated person”.

(3) In paragraph (3)—

(a) for “an ex partehearing” substitute “a hearing without notice to any other party”;

(b) for “7” substitute “5 business”.

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

Amendments to Rule 3.7

117

(1) Rule 3.7 (expenses of statement of affairs) is amended as follows.

(2) In paragraph (1)—

(a) for “deponent” wherever it appears substitute “nominated person”; and

(b) for “affidavit” substitute “statement of truth”.

(3) In paragraph (3), for “deponent” substitute “nominated person”.

Amendments to Rule 3.8

118

(1) Rule 3.8 (report to creditors) is amended as follows.

(2) For “affidavits” wherever it appears substitute “statements”.

(3) After paragraph (1) insert—

(1A) In addition to the standard contents, the notice under paragraph (1) must state that creditors can write for a copy of the report and the address to which to write.

(4) In paragraph (4), after “copy of the statement” insert “of affairs”.

Amendments to Rule 3.9

119

(1) Rule 3.9 (procedure for summoning meeting under s 48(2)) is amended as follows.

(2) In paragraph (3), omit “are identified in the statement of affairs, or”.

(3) For paragraph (6) substitute—

(6) The administrative receiver— (a) as soon as reasonably practicable must also have gazetted a notice of the meeting; and (b) may advertise the notice of the meeting in such other manner as the administrative receiver thinks fit. (6A) In addition to the standard contents, the notice under paragraph (6) must— (a) state that a meeting under section 48(2) is to take place; (b) include the statement required by paragraph (5); and (c) state the venue for the meeting.

Amendments to Rule 3.11

120

(1) Rule 3.11 (voting rights) is amended as follows.

(2) In paragraph (1)(a), for “the following provisions of” substitute “Rule 3.12 or”.

(3) At the end of paragraph (1), after (not as part of) sub-paragraph (b), add—

and details of the debt must include any calculation for the purposes of paragraphs (6) and (7).

(4) After paragraph (5) insert—

(5A) No vote may be cast by virtue of a claim more than once on any resolution put to the meeting.

(5) In paragraph (7)(b), after “vote” insert “(but not for dividend)”.

New Rule after Rule 3.11

121

After Rule 3.11 insert—

(3.11A) (1) The following matters must be stated in a creditor’s claim under Rule 3.11— (a) the creditor’s name and address, and, if a company, its company registration number; (b) the total amount of the claim (including any value added tax) as at the date of the appointment of the receiver, less all trade and other discounts available to the company, or which would have been available to the company but for the appointment, except for any discount for immediate, early or cash settlement; (c) whether or not that amount includes outstanding uncapitalised interest; (d) particulars of how and when the debt was incurred by the company; (e) particulars of any security held, the date when it was given and the value which the creditor puts upon it; (f) details of any reservation of title in respect of goods to which the debt refers; and (g) the name, and address and authority of the person making out the claim (if other than the creditor himself). (2) The claim must specify any documents by reference to which the debt can be substantiated; but it is not essential that such documents be attached to the claim or submitted with it.

Amendment to Rule 3.12

122

(1) Rule 3.12 (admission and rejection of claim) is amended as follows

(2) After paragraph (4) insert—

(4A) 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 3.14

123

(1) Rule 3.14 (adjournment) is amended as follows.

(2) After paragraph (2) insert—

(2A) 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 3.15

124

(1) Rule 3.15 (resolutions and minutes) is amended as follows.

(2) In paragraph (2), after “proceedings” insert “(including of every resolution passed)”.

Amendment to Rule 3.16

125

(1) Rule 3.16 (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 not been wholly disallowed for voting purposes; and (b) the claim mentioned in sub-paragraph (a) is not fully secured.

Amendments to Rule 3.17

126

(1) Rule 3.17 (formalities of establishment) is amended as follows.

(2) After paragraph (1) insert—

(1A) If the chairman of the creditors’ meeting which resolves to establish the committee is not the administrative receiver, the chairman must as soon as reasonably practicable give notice of the resolution to the receiver and inform the receiver 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 (2A)—

(a) for “issue unless and until at least 3 of the persons who are” substitute “be issued before the minimum number of members set out in Rule 3.16 elected”; and

(b) after “agreed to act” add “and must be issued as soon as reasonably practicable thereafter”.

(5) In paragraph (4), after “registrar of companies” add “as soon as reasonably practicable”.

(6) In paragraph (5), after “membership,” insert “as soon as reasonably practicable”.

Amendments to Rule 3.18

127

(1) Rule 3.18 (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 receiver 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 receiver 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 receiver); 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 receiver 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 3.19

128

(1) Rule 3.19 (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 administrative receiver, or a person appointed by the receiver in writing to act.

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

Amendments to Rule 3.21

129

(1) Rule 3.21 (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 3.23

130

(1) Rule 3.23 (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 3.25

131

(1) Rule 3.25 (vacancies) is amended as follows.

(2) In paragraph (2), for “the minimum required under Rule 3.16” 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. In this case at least 14 days’ notice must have been given of a resolution to make such an appointment (whether or not of a person named in the notice). (5) Where the vacancy is filled by an appointment made by a creditors’ meeting at which the receiver is not present, the chairman of the meeting must report to the receiver the appointment which has been made.

Amendment to Rule 3.26

132

(1) Rule 3.26 (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.

Amendment to Rule 3.27

133

(1) Rule 3.27 (resolutions by post) is amended as follows.

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

Amendment to Rule 3.29

134

(1) Rule 3.29 (expenses of members) is amended as follows.

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

Amendment to Rule 3.31

135

(1) Rule 3.31 (disposal of charged property) is amended as follows.

(2) For paragraphs (3) and (4) substitute—

(3) If an order is made under section 43(1), the court must send two sealed copies to the administrative receiver. (4) The administrative receiver must send one of them to that person who is the holder of the security.

Amendments to Rule 3.33

136

(1) Rule 3.33 (resignation) is amended as follows.

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

(3) Omit paragraph (3).

Amendment to Rule 3.39

137

(1) Rule 3.39 (report to creditors) is amended as follows.

(2) In paragraph (4)(a), omit “to the same effect”.

(3) After paragraph (4) insert—

(4A) In addition to the standard contents, the notice under paragraph (4) must include a statement of the matters required to be included in the receiver’s report under paragraph (2).

Amendments to Rule 4.1

138

(1) Rule 4.1 (scheme of Part 4: voluntary winding up; winding up by the court) is amended as follows.

(2) In paragraph (1)—

(a) in sub-paragraph (a)—

(i) for “Rule 4.3 applies” substitute “Rules 4.3 and 4.35 apply”;

(ii) for “it applies” substitute “they apply”;

(b) after sub-paragraph (a) insert—

(aa) Rules 4.49C, 4.49E and 4.49F apply except so far as it is provided (expressly or by necessary implication) that they do not apply; (ab) Rule 4.49G applies only in a members’ voluntary winding up, and not otherwise;

Amendment to Rule 4.4

139

(1) Rule 4.4 (preliminary) is amended as follows.

(2) In paragraph (2), omit “in winding-up proceedings”.

Amendments to Rule 4.6

140

(1) Rule 4.6 (information to be given in the statutory demand) is amended as follows.

(2) In paragraph (1)—

(a) in sub-paragraph (b) omit “and”; and

(b) in sub-paragraph (c) after “company” insert—

; and (d) that the company has the right to make an application to the court for an injunction restraining the creditor from presenting or advertising a petition for the winding up of the company

New Rule before Rule 4.7

141

At the beginning of Chapter 3 of Part 4, before Rule 4.7, insert—

(4.6A) An application by a company for an injunction restraining a creditor from— (a) presenting a petition for the winding up of the company must be made to a court having jurisdiction to wind up the company; (b) advertising a petition for the winding up of a company must be made to the court in which the petition is pending.

Amendments to Rule 4.7

142

(1) Rule 4.7 (presentation and filing of petition) is amended as follows.

(2) In paragraph (1), for “affidavit” substitute “a statement of truth”.

(3) For paragraph (3) substitute—

(3) A petitioner who is a person other than the company must also deliver to the court one copy for service on the company.

(4) In paragraph (10)—

(a) after “2” insert “business”;

(b) in sub-paragraph (a), for “10” substitute “7 business”.

Amendments to Rule 4.8

143

(1) Rule 4.8 (service of petition) is amended as follows.

(2) In paragraph (7)—

(a) for “ex parte” substitute “by an application without notice to any other party”; and

(b) for “on affidavit” substitute “supported by a witness statement”.

Substitution of Rule 4.9

144

For Rule 4.9 (proof of service) substitute—

(4.9A) (1) Service of the petition must be proved by a certificate of service. (2) The certificate of service must be sufficient to identify the petition 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 petitioner, (d) the court in which the petition was filed and the court reference number, (e) the date of the petition, (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) Where substituted service has been ordered, the certificate of service must have attached to it a sealed copy of the order. (4) The certificate of service must be filed in court as soon as reasonably practicable after service, and in any event not less than 5 business days before the hearing of the petition.

Amendment to Rule 4.11

145

(1) Rule 4.11 (advertisement of petition) is amended as follows.

(2) For paragraph (5) substitute—

(5) In addition to the standard contents, the notice under paragraph (4) must state— (a) that a petition has been presented for the winding up of the company; (b) in the case of an overseas company, the address at which service of the petition was effected; (c) the name and address of the petitioner; (d) the date on which the petition was presented; (e) the venue fixed for the hearing of the petition; (f) the name and address of the petitioner’s solicitor (if any); and (g) that any person intending to appear at the hearing (whether to support or oppose the petition) must give notice of that intention in accordance with Rule 4.16.

Amendments to Rule 4.12

146

(1) Rule 4.12 (verification of petition) is amended as follows.

(2) In paragraph (1), for “an affidavit that the statements in the petition are true, or are true to the best of the deponent’s knowledge, information and belief” substitute “a statement of truth”.

(3) For paragraph (3) substitute—

(3A) A statement of truth which is not contained in or endorsed upon the petition which it verifies must be sufficient to identify the petition and must specify— (a) the name and registered number of the company, (b) the name of the petitioner, and (c) the court in which the petition is to be presented.

(4) In paragraph (4)—

(a) for “affidavit shall be made” substitute “statement of truth must be authenticated”; and

(b) in sub-paragraph (c), for “make the affidavit” substitute “authenticate the statement of truth”.

(5) In paragraph (5)—

(a) for “deponent” substitute “person authenticating the statement of truth”;

(b) for “affidavit” where it appears first substitute “statement of truth”;

(d) in sub-paragraph (b), for “sworn to in the affidavit” substitute “verified in the statement of truth”.

(6) Omit paragraph (6).

(7) In paragraph (7)—

(a) for “An affidavit” substitute “A statement of truth”; and

(b) for “affidavit shall be filed” substitute “statement of truth must be filed”.

(8) In paragraph (8)—

(a) for “affidavit” substitute “statement of truth”; and

(b) after “main proceedings” insert “, secondary proceedings”.

Amendment to Rule 4.13

147

(1) Rule 4.13 (persons entitled to copy of petition) is amended as follows.

(2) After “2” insert “business”.

Amendment to Rule 4.14

148

(1) Rule 4.14 (certificate of compliance) is amended as follows.

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

Amendments to Rule 4.15

149

(1) Rule 4.15 (leave for petitioner to withdraw) is amended as follows.

(2) After “5” insert “business”.

(3) For “ex parteapplication” substitute “application without notice to any other party”.

Amendments to Rule 4.18

150

(1) Rule 4.18 (affidavit in opposition) is amended as follows.

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

(3) In paragraph (1)—

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

(b) for “7” substitute “5 business”.

(4) In paragraph (2), for “affidavit” substitute “witness statement”.

New Rule after Rule 4.18

151

After Rule 4.18 insert—

(4.18A) (1) If the court adjourns the hearing of the petition, the following applies. (2) Unless the court otherwise directs, the petitioning creditor must forthwith send— (a) to the company, and (b) where any creditor has given notice under Rule 4.16 but was not present at the hearing, to that creditor, notice of the making of the order of adjournment. The notice must state the venue for the adjourned hearing.

Amendment to Rule 4.21

152

(1) Rule 4.21 (transmission and advertisement of order) is amended as follows.

(2) After paragraph (4) add—

(5) In addition to the standard contents a notice under paragraph (4) must state— (a) that a winding-up order has been made in respect of the company; and (b) the date of the order.

Amendment to Rule 4.21B

153

(1) Rule 4.21B (petition dismissed) is amended as follows.

(2) For paragraph (2) substitute—

(2) In addition to the standard contents, the notice published under paragraph (1) must state— (a) that a petition for the winding up of the company has been dismissed; (b) in the case of an overseas company, the address at which service of the petition was effected; (c) the name and address of the petitioner; (d) the date on which the petition was presented; (e) the date on which the petition was gazetted or otherwise advertised; and (f) the date of the hearing at which the petition was dismissed.

Amendment to Rule 4.22

154

(1) Rule 4.22 (presentation and service of petition) is amended as follows.

(2) In paragraph (2), for “in chambers” to the end substitute—

or district judge for— (a) directions to be given in relation to the procedure on the petition; or (b) where— (i) the petition is presented under Rule 4.7(9), and (ii) the court considers it just in all the circumstances, the hearing of the petition.

Amendments to Rule 4.23

155

(1) Rule 4.23 (return of petition) is amended as follows.

(2) In paragraph (1)—

(a) for “shall” substitute “must or, where the petition is presented under Rule 4.7(9), may”;

(b) in sub-paragraph (d)(i), for “affidavit” substitute “witness statement”; and

Amendments to Rule 4.25

156

(1) Rule 4.25 (appointment of provisional liquidator) is amended as follows.

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

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

Amendment to Rule 4.25A

157

(1) Rule 4.25A (notice of appointment) is amended as follows.

(2) After paragraph (3) add—

(4) In addition to the standard contents, the notice under paragraph (3) must state— (a) that a provisional liquidator has been appointed; and (b) the date of the appointment.

Amendment to Rule 4.26

158

(1) Rule 4.26 (order of appointment) is amended as follows.

(2) In paragraph (3)(ii) omit “with Form 4.15A”.

Amendment to Rule 4.27

159

(1) Rule 4.27 (deposit) is amended as follows.

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

Amendment to Rule 4.31

160

(1) Rule 4.31 (termination of appointment) is amended as follows.

(2) For paragraph (3) substitute—

(4) Notice of termination of the appointment of a provisional liquidator must be given by the provisional liquidator, unless the termination is on the making of a winding-up order or the court otherwise directs. Such notice— (a) as soon as reasonably practicable must be sent to the registrar of companies; (b) as soon as reasonably practicable must be gazetted; and (c) may be advertised in such other manner as the provisional liquidator thinks fit. (5) In addition to the standard contents, a notice under paragraph (4)(b) or (c) must state— (a) that the appointment as provisional liquidator has been terminated; (b) the date of that termination; and (c) that the appointment terminated otherwise than on the making of a winding-up order.

Amendments to Rule 4.32

161

(1) Rule 4.32 (notice requiring statement of affairs) is amended as follows.

(2) In paragraphs (3) and (4), for “deponents” wherever it appears substitute “nominated persons”.

(3) In paragraph (5), for “deponent” substitute “nominated person”.

Amendments to Rule 4.33

162

(1) Rule 4.33 (verification and filing) is amended as follows.

(2) In paragraph (1)—

(a) for “affidavit” substitute “a statement of truth”; and

(b) for “deponents” substitute “persons making the statement of affairs”.

(3) In paragraph (2), for “an affidavit of concurrence” substitute “a statement of concurrence verified by a statement of truth”.

(4) In paragraph (3)—

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

(b) for “maker of the affidavit” substitute “maker of the statement of concurrence”; and

(5) In paragraph (4), for “deponent making the affidavit of verification” substitute “nominated person”.

(6) In paragraph (5), for “affidavit” substitute “statement”.

(7) For paragraph (6) substitute—

(6) The official receiver must send the verified copy of the statement of affairs and any statements of concurrence to the registrar of companies.

(8) Omit paragraph (7).

Amendments to Rule 4.34

163

(1) Rule 4.34 (statement of affairs) is amended as follows.

(2) In paragraphs (2) and (3), for “7” substitute “5 business”.

(3) After paragraph (4) add—

(5) The liquidator may require any of the directors who has not submitted the statement of affairs to submit a statement of concurrence verified by a statement of truth, stating that that director concurs in the statement of affairs. (6) A statement of concurrence made under paragraph (5) may be qualified in respect of matters dealt with in the statement of affairs, where the maker of the statement of concurrence— (a) is not in agreement with the persons making the statement of affairs, or (b) considers the statement to be erroneous or misleading, or (c) is without the direct knowledge necessary for concurring in the statement. (7) Every statement of concurrence must be delivered to the liquidator by the person who makes it, together with a copy.

Amendments to Rule 4.35

164

(1) Rule 4.35 (limited disclosure) is amended as follows.

(2) After the heading omit “(NO CVL APPLICATION)”[^f00014].

(3) In paragraph (1)—

(a) after “official receiver” insert “or liquidator”;

(b) after “liquidation” insert “or might reasonably be expected to lead to violence against any person”.

(4) In paragraph (2), for the words from “, or that it is” to the end substitute “with the registrar of companies”.

(5) After paragraph (2) add—

(3) The official receiver or liquidator must as soon as reasonably practicable send to the registrar of companies a copy of the order and the statement of affairs (to the extent provided by the order) and any statement of concurrence. (4) In a voluntary winding up, this Rule does not apply so far as section 95, 98 or 99 does not permit limited disclosure.

Amendments to Rule 4.36

165

(1) Rule 4.36 (release from duty to submit statement of affairs; extension of time) is amended as follows.

(2) For “deponent” wherever it appears substitute “nominated person”

(3) In the first sentence of paragraph (3)—

(a) for “an ex parte” substitute “a”;

(b) for “7” substitute “5 business”;

(4) In paragraph (5), after “5” substitute “business”.

Amendments to Rule 4.37

166

(1) Rule 4.37 (expenses of statement of affairs) is amended as follows.

(2) For “deponent” wherever it appears substitute “nominated person”.

(3) In paragraph (7), for “an affidavit of concurrence” substitute “a statement of concurrence verified by a statement of truth”.

Amendment to Rule 4.38

167

(1) Rule 4.38 (expenses of statements of affairs) is amended as follows.

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

Amendments to Rule 4.39

168

(1) Rule 4.39 (submission of accounts) is amended as follows.

(2) In paragraph (5), for “affidavit” substitute “a statement of truth”.

(3) Omit paragraph (6).

Amendments to Rule 4.40

169

(1) Rule 4.40 (submission of accounts) is amended as follows.

(2) In paragraph (3)—

(a) for “by affidavit” substitute “by a statement of truth”; and

(b) for “the affidavit” substitute “the statement of truth”.

Amendments to Rule 4.42

170

(1) Rule 4.42 (further disclosure) is amended as follows.

(2) In paragraph (1), for “deponents” substitute “nominated persons”.

(3) In paragraph (2), for “affidavit” substitute “a statement of truth”.

(4) Omit paragraph (3).

Amendment to Rule 4.43

171

(1) Rule 4.43 (reports by official receiver) is amended as follows.

(2) Omit paragraph (2).

Amendment to Rule 4.44

172

(1) Rule 4.44 (meaning of “creditors”) is amended as follows.

(2) Omit from second “or” to the end.

Amendment to Rule 4.45

173

(1) Rule 4.45 (report where statement of affairs lodged) is amended as follows.

(2) In paragraph (1) omit “and filed in court”.

New Rules after Rule 4.49A

174

After Rule 4.49A insert—

(4.49B) (NO CVL APPLICATION) (1) “Progress report” means a report which includes— (a) details of the court where the proceedings are and the relevant court reference number; (b) full details of the company’s name, address of registered office and registered number; (c) full details of the liquidator’s name and address and date of appointment, including any changes in office-holder; (d) details of the basis fixed for the remuneration of the liquidator under Rule 4.127 (or if not fixed at the date of the report, the steps taken during the period of the report to fix it); (e) if the basis of remuneration has been fixed, a statement of— (i) the remuneration charged by the liquidator during the period of the report (subject to paragraph (3)), and (ii) where the report is the first to be made after the basis has been fixed, the remuneration charged by the liquidator during the periods covered by the previous reports (subject to paragraph (3)), together with a description of the things done by the liquidator 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 that period; (f) a statement of the expenses incurred by the liquidator during the period of the report, irrespective of whether payment was made in respect of them during that period; (g) details of progress during the period of the report, including a receipts and payments account (as detailed in paragraph (2)); (h) details of any assets that remain to be realised; (j) a statement of the creditors’ right to request information under Rule 4.49E and their right to challenge the liquidator’s remuneration and expenses under Rule 4.131; and (k) any other relevant information for the creditors. (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 the liquidator 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. (3) Where the basis for the remuneration is a set amount under Rule 4.127(2)(c), it may be shown as that amount without any apportionment to the period of the report. (4) The progress report must, except where paragraph (5) or (6) applies, cover the period of 1 year commencing on the date on which the liquidator is appointed and every subsequent period of 1 year. (5) The period to be covered by a progress report ends on the date when a liquidator ceases to act, and the period to be covered by each subsequent progress report is each successive period of 1 year beginning immediately after that date (subject to the further application of this paragraph when another liquidator ceases to act). (6) A progress report is not required for any period which ends after the liquidator has sent a draft report to creditors under Rule 4.49D. (7) The liquidator must send a copy of the progress report within 2 months of the end of the period covered by the report, to the registrar of companies, to the members of the company and to the creditors. (8) The court may, on the liquidator’s application, extend the period of 2 months mentioned in paragraph (7), or make such other order in respect of the content of the report as it thinks just. (9) This Rule does not apply where the liquidator is the official receiver. (4.49C) (1) This Rule applies for the purposes of sections 92A and 104A[^f00015]. (2) The prescribed period for which the liquidator must produce a progress report, except when the liquidator ceases to act (in which case paragraph (3) applies) and subject to paragraph (4), is the period of 1 year commencing on the date on which the liquidator is appointed and every subsequent period of 1 year. (3) When a liquidator ceases to act, and subject to paragraph (4)— (a) the prescribed period for which the liquidator must produce a progress report ends on the date of that liquidator’s ceasing to act, and (b) the prescribed period for which the new liquidator (if any) must produce a progress report is the period of 1 year commencing immediately after that date and every subsequent period of 1 year (subject to the further application of this paragraph when that new liquidator ceases to act). (4) A progress report is not required for any period which ends after the liquidator has sent a draft report to creditors under Rule 4.49D (final report to creditors). (5) The prescribed matters to which a progress report must relate are those set out in Rule 4.49B(1)(b) to (j), (2) and (3); and for that purpose in a members’ voluntary winding up— (a) the reference in Rule 4.49B(1)(d) to Rule 4.127 is to be read as a reference to Rule 4.148A, (b) the reference in Rule 4.49B(1)(j) to— (i) the creditors’ right to request information is to be read as a reference to the members’ right to request information, (ii) Rule 4.131 is to be read as a reference to Rule 4.148C, and (c) the reference in Rule 4.49B(3) to Rule 4.127(2)(c) is to be read as a reference to Rule 4.148A(2)(c). (6) The prescribed person (in addition to members and creditors) to whom the liquidator must send a copy of a progress report is the registrar of companies. (7) The prescribed period commencing with the end of the period prescribed in sub-paragraph (a) or (b) of paragraph (3) within which the liquidator must send a copy of a progress report to members, creditors and the registrar of companies is 2 months. (4.49D) (1) The liquidator must, at least 8 weeks before holding a final meeting in accordance with section 106 or 146, send to each creditor known to the liquidator a draft of the report which the liquidator intends to lay before the meeting under Rule 4.125 or 4.126. (2) The draft report must— (a) contain such matters and be in such terms as would comply with Rule 4.125 or 4.126, as the case may be, if the report were to be laid before a meeting as soon as reasonably practicable after the draft had been sent to creditors, and (b) be accompanied by a statement of the creditors’ right to request information under Rule 4.49E and their right to challenge the liquidator’s remuneration and expenses under Rule 4.131. (3) The liquidator may not send a draft report to creditors under this Rule before giving notice under Rule 4.186 of intention to declare a final dividend or that no dividend or further dividend will be declared. (4) If any creditor has applied to the court under Rule 4.131 and given a copy of the application to the liquidator, the final meeting may not be held until the application (including any appeal) has been disposed of and the liquidator has complied with any order of the court. (5) This Rule does not apply where the liquidator is the official receiver. (4.49E) (1) If— (a) within the period mentioned in paragraph (2)— (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 (iii) members of the company in a members’ voluntary winding up with at least 5% of the total voting rights of all the members having the right to vote at general meetings of the company,or (b) with the permission of the court upon an application made within the period mentioned in paragraph (2)— (i) any unsecured creditor, or (ii) any member of the company in a members’ voluntary winding up, makes a request in writing to the liquidator for further information about remuneration or expenses set out in a progress report in accordance with Rule 4.49B(1)(e) or (f) (including by virtue of Rule 4.49C(5)) or in a draft report under Rule 4.49D, the liquidator must, within 14 days of receipt of the request, comply with paragraph (3) except to the extent that the request is in respect of matter in a draft report under Rule 4.49D or a progress report required by Rule 4.108 which (in either case) was previously included in a progress report not required by Rule 4.108. (2) The period referred to in paragraph (1)(a) and (b) is— (a) 7 business days of receipt (by the last of them in the case of an application by more than one member) of the progress report where it is required by Rule 4.108, and (b) 21 days of receipt (by the last of them in the case of an application by more than one member) of the report or draft report in any other case. (3) The liquidator complies with this paragraph by either— (a) providing all of the information asked for, or (b) so far as the liquidator 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 liquidation or might reasonably be expected to lead to violence against any person, or (iii) the liquidator is subject to an obligation of confidentiality in respect of the information, giving reasons for not providing all of the information. (4) Any creditor, and any member of the company in a members’ voluntary winding up, who need not be the same as the creditors or members who asked for the information, may apply to the court within 21 days of— (a) the giving by the liquidator 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. (5) Without prejudice to the generality of paragraph (4), the order of the court under that paragraph may extend the period of 8 weeks or, as the case may be, 4 weeks provided for in Rule 4.131(1B) or 4.148C(2) by such further period as the court thinks just. (6) This Rule does not apply where the liquidator is the official receiver. (4.49F) (1) Where there has been an arrangement under section 110 and a distribution to members has taken place pursuant to subsection (2) or (4) of that section, the liquidator must comply with paragraph (2) in respect of any account or report which the liquidator is required to prepare pursuant to any of the following— (a) section 92A (progress report to company at year’s end); (b) section 94 (final meeting prior to dissolution – members’ voluntary winding up); (c) section 104A (progress report to company and creditors at year’s end); (d) section 106 (final meeting prior to dissolution – creditors’ voluntary winding up); (e) Rule 4.49B (reports to creditors and members – winding up by the court); (f) Rule 4.49D (final report to creditors); (g) Rule 4.108 (creditors’ meeting to receive liquidator’s resignation); (h) Rule 4.126 (final meeting – creditors’ voluntary liquidation); (j) Rule 4.142 (company meeting to receive liquidator’s resignation). (2) The liquidator must— (a) in any account or summary of receipts and payments which is required to be included in the account or report, state the estimated value of— (i) the property transferred to the transferee; (ii) the property received from the transferee; and (iii) the property distributed to members pursuant to section 110(2) or (4), during the period to which the account or report relates, and (b) as a note to the account or summary of receipts and payments, provide details of the basis of the valuation. (4.49G) (1) In a members’ voluntary winding up, where there has been a distribution of property to members in its existing form other than pursuant to an arrangement under section 110, the liquidator must comply with paragraph (2) in respect of any account or report which the liquidator is required to prepare pursuant to any of the following— (a) section 92A (progress report to company at year’s end); (b) section 94 (final meeting prior to dissolution); (c) Rule 4.142 (company meeting to receive liquidator’s resignation) (2) The liquidator must— (a) in any account or summary of receipts and payments which is required to be included in the account or report, state the estimated value of the property distributed amongst the members of the company during the period to which the account or report relates, and (b) as a note to the account or summary of receipts and payments, provide details of the basis of the valuation.

Amendments to Rule 4.50

175

(1) Rule 4.50 (first meetings) is amended as follows.

(2) In paragraph (2)—

(a) omit “to the court and”, and

(b) in sub-paragraph (a), omit “or is identified in the company’s statement of affairs”.

(3) For paragraph (3) substitute—

(3) Notice for each meeting must be given at least 14 days before the date fixed for it.

(4) For paragraph (4) substitute—

(4) The notice to creditors must state that proofs and (if applicable) proxies must be lodged at a specified place not later than 12.00 hours on the business day before the date fixed for the meeting in order for creditors to be entitled to vote at the meeting; and the same applies in respect of contributories and their proxies.

(5) After paragraph (5) insert—

(5A) In addition to the standard contents, a notice under paragraph (5) must state— (a) that a meeting of the creditors or contributories is to take place; (b) the venue fixed for the meeting; and (c) the time and date by which, and place at which, creditors must lodge proxies and hitherto unlodged proofs in order to be entitled to vote at the meeting.

Amendment to Rule 4.51

176

(1) Rule 4.51 (first meeting of creditors) is amended as follows.

(2) In paragraph (2) after “must lodge any” insert “proofs and”.

Amendments to Rule 4.52

177

(1) Rule 4.52 (business at first meetings) is amended as follows.

(2) In paragraph (1)(f), omit “for not more than 3 weeks”.

(3) For paragraph (3) substitute—

(3A) The meeting may be adjourned, either in accordance with a resolution under paragraph (1)(f) or if the chairman thinks fit, but for not more than 14 days from the date on which it was fixed to commence, subject to any direction of the court. (3B) 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. (3C) 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.

New Rules after Rule 4.53B

178

After Rule 4.53B insert—

(4.53C) In addition to the statement of duty required under subsection (2A) of section 95[^f00016], and to the standard contents, notices under paragraphs (c) and (d) of that subsection must state— (a) the purpose of the meeting; and (b) the venue fixed for the meeting. (4.53D) In addition to the content required by section 98(2), and the standard contents, notices under section 98(1A) (c) or (d)[^f00017] must state— (a) the purpose of the meeting; and (b) the venue fixed for the meeting.

Amendments to Rule 4.54

179

(1) Rule 4.54 (general power to call meetings) is amended as follows.

(2) In paragraph (2)(a), omit “or is identified in the company’s statement of affairs”.

(3) In paragraph (3), for “21” substitute “14”.

(4) For paragraph (4) substitute—

(4) The notice must state that proofs and (if applicable) proxies must be lodged at a specified place not later than 12.00 hours on the business day before the date fixed for the meeting in order for creditors to be entitled to vote at the meeting; and the same applies in respect of contributories and their proxies. (NO CVL APPLICATION)

(5) For paragraph (5) substitute—

(5–CVL) The notice must state that proofs and (if applicable) proxies must be lodged at a specified place not later than 12.00 hours on the business day before the date fixed for the meeting in order for creditors to be entitled to vote at the meeting.

(6) After paragraph (6) add—

(7) In addition to the standard contents, the notice under paragraph (6) must state— (a) who summoned the meeting; (b) if the meeting was summoned by a creditor, the fact that it was so summoned and the section of the Act under which it was summoned; (c) the purpose for which the meeting was summoned; (d) the venue fixed for the meeting; and (e) the time and date by which, and place at which, creditors must lodge proxies and hitherto unlodged proofs in order to be entitled to vote at the meeting.

Amendments to Rule 4.57

180

(1) Rule 4.57 (requisitioned meetings) is amended as follows.

(2) In paragraph (2), for “35” substitute “28”.

(3) In paragraph (3), for “21” substitute “14”.

Amendment to Rule 4.58

181

(1) Rule 4.58 (attendance at meetings of company’s personnel) is amended as follows.

(2) In paragraph (2), for “21” substitute “14”.

Amendments to Rule 4.59

182

(1) Rule 4.59 (notice of meetings by advertisement only) is amended as follows.

(2) In paragraphs (1) and (2), omit “public”.

(3) At the end add—

(3) In addition to the standard contents, the advertisement must state— (a) the venue fixed for the meeting; (b) that proofs and (if applicable) proxies must be lodged at a specified place not later than 12.00 hours on the business day before the date fixed for the meeting; (c) the date of the court order or the date of the resolution to wind up.

Amendment to Rule 4.62

183

(1) Rule 4.62 (expenses of meeting under s 98) is amended as follows.

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

Amendments to Rule 4.63

184

(1) Rule 4.63 (resolutions) is amended as follows.

(2) In paragraph (2)(a), omit “subject to paragraph (2A)”.

(3) Omit paragraph (2A).

New Rule after Rule 4.63

185

After Rule 4.63 insert—

(4.63A) (1) The liquidator may seek to obtain the passing of a resolution by creditors or contributories without holding a meeting by giving notice of the resolution to every creditor or contributory who is entitled to be notified of a meeting at which the resolution could be passed. (2) In order to be counted, votes must be received by the liquidator in writing by 12.00 hours on the closing date specified in the notice, and in the case of votes cast by creditors must be accompanied by a proof of debt as required by Rule 4.67(1)(a) unless it has already beenlodged underthat Rule. (3) If any vote cast by a creditor is received without a proof of debt, or the liquidator decides thatthe creditor or contributory is not entitled to vote according to Rules 4.67 to 4.70, then that creditor’s or contributory’s vote must bedisregarded. (4) The closing date shall be set at the discretion of the liquidator; but in any event it must not be setless than 14 days from the giving of notice provided for in paragraph (1). (5) For the resolution to be passed, the liquidator must receive at least one valid vote by the closing date specified in the notice. (6) If no valid vote is received by the closing date specified, the liquidator must call ameeting of creditors or contributories at which the resolution could be passed. (7) Creditors whose debts amount to at least 10%of the total debts of the company may, within 5 business days from the giving of notice provided for in paragraph (1), require the liquidator to summon a meeting of creditors to consider the resolution. (8) Contributories representing at least 10% of the total voting rights of all contributories having the right to vote at a meeting of contributories may, within 5 business days from the giving of notice provided for in paragraph (1), require the liquidator to summon a meeting of contributories to consider the resolution. (9) A reference in these Rules to a resolution passed at a creditors’ or contributories’ meeting includes a reference to a resolution passed under this Rule. (10) This Rule does not apply in respect of any resolution which the Act requires to be passed at a meeting.

Amendments to Rule 4.65

186

(1) Rule 4.65 (suspension and adjournment) is amended as follows.

(2) In paragraph (5), for “21” substitute “14”.

(3) For paragraph (6) substitute—

(6A) If within 30 minutes from the time appointed for commencement of a meeting there is no person present to act as chairman, the meeting stands adjourned to the same time and place in the following week or, if that is not a business day, to the business day immediately following. (6B) Paragraph (6A) applies to further adjournments of a final meeting. (6C) In the case of any other meeting, further adjournment must be to the same time and place in the following week or, if either— (a) that is not a business day, or (b) whether or not it is a business day, it is later than 14 days after the date on which the meeting in question was originally held, to the same time and place on the business day immediately preceding which is not later than 14 days after the date on which the meeting in question was originally held.

Amendment to Rule 4.67

187

(1) Rule 4.67 (entitlement to vote (creditors)) is amended as follows.

(2) In paragraph (1)(a), omit “in a winding up by the court”.

Amendments to Rule 4.68

188

(1) Rule 4.68 (chairman’s discretion to allow vote) is amended as follows.

(2) In the heading, delete “CVL”[^f00018].

(3) After “creditors’ meeting” insert “in a creditors’ voluntary winding up or a winding up by the court”.

Amendment to Rule 4.70

189

(1) Rule 4.70 (admission and rejection of proof (creditors’ meeting)) is amended as follows.

(2) After paragraph (4) insert—

(4A) 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.

Amendments to Rule 4.71

190

(1) Rule 4.71 (record of proceedings) is amended as follows.

(2) At the end of paragraph (3) add, “and if a creditors’ committee has been established, the names and addresses of those elected to be members of the committee.”.

(3) Omit paragraph (4).

Amendment to Rule 4.73

191

(1) Rule 4.73 (meaning of “prove”) is amended as follows.

(2) Omit paragraph (7).

Amendment to Rule 4.75

192

(1) Rule 4.75 (contents of proof) is amended as follows.

(2) In paragraph (1)(b), at the end add “(or, if the liquidation was immediately preceded by an administration, the date on which the company entered administration), less any payments made after that date in respect of the claim and any deduction under Rule 4.89”.

Amendments to Rule 4.81

193

(1) Rule 4.81 (new liquidator 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 liquidator.

Amendment to Rule 4.83

194

(1) Rule 4.83 (appeal against decision on proof) is amended as follows.

(2) After paragraph (4) insert—

(4A) Where the application is made by a contributory, the court must not disallow the proof (in whole or in part) unless the contributory 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 4.93

195

(1) Rule 4.93 (interest) is amended as follows.

(2) Before paragraph (1) insert—

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

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

(4) In paragraph (2), for “the company went into liquidation” substitute “the relevant date”.

(5) In paragraph (3), for “the date when the company went into liquidation” 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 going into liquidation” substitute “the relevant date”.

(8) In paragraph (6), for “the date when the company went into liquidation” substitute “the relevant date”.

Amendment to Rule 4.96

196

(1) Rule 4.96 (surrender for non-disclosure) is amended as follows.

(2) In paragraph (1), for “for” where it appears second substitute “from”.

Amendment to Rule 4.97

197

(1) Rule 4.97 (redemption by liquidator) is amended as follows.

(2) In paragraph (4), for “6 months” substitute “3 months”.

Amendment to Rule 4.98

198

(1) Rule 4.98 (test of security’s value) is amended as follows.

(2) 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.

Amendment to rule 4.100

199

(1) Rule 4.100 (appointment by creditors of contributories) is amended as follows.

(2) In paragraph (5) omit “and file a copy of it in court”.

New Rule after Rule 4.101A

200

After Rule 4.101A insert—

(4.101B) The official receiver may not be appointed as liquidator by any meeting of creditors, contributories or the company.

Amendments to Rule 4.102

201

(1) Rule 4.102 (appointment by the court) is amended as follows.

(2) Omit paragraph (4A).

(3) In paragraph (5), omit “also”.

Amendment to Rule 4.104

202

(1) Rule 4.104 (appointment by Secretary of State) is amended as follows.

(2) In paragraph (2)—

(a) for “two copies” substitute “a copy”;

(b) for “one such copy” substitute “it”; and

Substitution of Rule 4.106

203

For Rule 4.106 (appointment to be advertised and registered) substitute—

(4.106A) (1) A liquidator appointed in a voluntary winding up in addition to giving notice of the appointment in accordance with section 109(1) may advertise the notice in such other manner as the liquidator thinks fit. (2) A liquidator appointed in a winding up by the court - (a) as soon as reasonably practicable must have gazetted a notice of the appointment; and (b) may advertise the notice in such other manner as the liquidator thinks fit. (3) In addition to the standard contents, the notice must state – (a) that a liquidator has been appointed; and (b) the date of the appointment. (4) As soon as reasonably practicable a liquidator appointed in a winding up by the court must notify the appointment to the registrar of companies. (5) At first instance the liquidator must bear the expense of giving notice under this Rule. (6) The liquidator is entitled to be reimbursed for such expenditure as an expense of the liquidation.

Amendments to Rule 4.108

204

(1) Rule 4.108 (creditors’ meeting to receive liquidator’s resignation) is amended as follows.

(2) In paragraph (1), for the second sentence substitute—

(1A) The liquidator must give at least 28 days’ notice of the meeting. (1B) The notice summoning the meeting must— (a) indicate that the purpose or one of the purposes of the meeting is to receive the liquidator’s resignation; and (b) draw the attention of the creditors with respect to the liquidator’s release to Rule 4.121 or, as the case may be, Rule 4.122.

(3) For paragraph (3) substitute—

(3) The notice to creditors under paragraph (1) must be accompanied by an account of the liquidator’s administration of the winding up including— (a) where appropriate, a statement that the liquidator has reconciled the account with that held by the Secretary of State in respect of the winding up; and (b) a progress report for the period— (i) commencing with the later of the date of— (aa) the appointment of the liquidator; and (bb) the day immediately following the end of the period of the last progress report; and (ii) ending with the date of the meeting.

(4) In paragraph (6), at the beginning insert “Except where Rule 4.108A applies,”.

New Rule after Rule 4.108

205

After Rule 4.108 insert—

(4.108A) (1) This Rule applies where at the date of a meeting summoned for the purpose of receiving the liquidator’s resignation, an application made to the court under Rule 4.131 (including any appeal) has not been disposed of. (2) At the meeting no resolution may be put regarding the liquidator’s release. (3) If at the meeting the liquidator’s resignation is accepted, the meeting must be adjourned (notwithstanding anything in Rule 4.65 (suspension and adjournment)) to a day not less than 14 days after the day on which the application under Rule 4.131 (including any appeal) has been disposed of. (4) The liquidator must give at least 14 days’ notice of the meeting adjourned in accordance with paragraph (3) to the creditors. (5) At the meeting adjourned in accordance with paragraph (3)— (a) a revised version of the account which accompanied the notice of the meeting must be laid showing any changes required as a result, or arising out of the application under Rule 4.131; and (b) a resolution must be put for the release of the liquidator whose resignation has been accepted. (6) If there is no quorum present at the adjourned meeting, the meeting is deemed to have been held and the creditors are deemed to have resolved that the liquidator be released. (7) Where the creditors have resolved at the adjourned meeting that the liquidator be released (or are deemed to have so resolved by virtue of paragraph (5)), the chairman of the meeting (or the person who, had there been a quorum present would have been chairman of the meeting) must send as soon as reasonably practicable a certificate to that effect with a copy of the revised account to— (a) the official receiver; and (NO CVL APPLICATION) (b) the registrar of companies. (8) The official receiver must file a copy of the certificate in court. (9) If at the meeting the liquidator’s resignation is not accepted, the liquidator must not summon any further meeting under Rule 4.108 until the application under Rule 4.131 (including any appeal) has been disposed of. (10) Paragraph (7) is subject to the powers of the court on an application being made to it by the liquidator under Rule 4.111 (permission to resign granted by the court). (11) Rule 4.108 applies to any such further meeting with the modification that the progress report required to accompany the notice of the meeting must show any changes from the report which accompanied the notice of the earlier meeting called to receive the liquidator’s resignation, and in particular any changes required as a result of the application under Rule 4.131 and any further remuneration charged or expenses incurred. (12) The creditors’ rights under Rules 4.49E and 4.131 do not apply in respect of any matter included in that report which— (a) was included in the report which accompanied the notice of the earlier meeting called to receive the liquidator’s resignation; or (b) was the subject of the order of the court on the application made to it by the liquidator under Rule 4.131.

Amendments to Rule 4.109

206

(1) Rule 4.109 (action following acceptance of resignation) is amended as follows.

(2) In paragraph (2), for “days” substitute “business days of the date of the resolution”.

(3) In paragraph (4), for “meeting” substitute “resolution has been passed”.

Amendment to Rule 4.110

207

(1) Rule 4.110 (action following acceptance of resignation) is amended as follows.

(2) In paragraph (2), for “meeting” substitute “resolution has been passed”.

Amendment to Rule 4.113

208

(1) Rule 4.113 (meeting of creditors to remove liquidator) is amended as follows.

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

Amendment to Rule 4.116

209

(1) Rule 4.116 (procedure on removal) is amended as follows.

(2) For paragraph (3) substitute—

(3) The official receiver must send a copy of the certificate, so endorsed, as soon as reasonably practicable to— (a) the removed liquidator; (b) the new liquidator (if appointed); and (c) the registrar of companies.

Amendments to Rule 4.119

210

(1) Rule 4.119 (removal of liquidator by the court) is amended as follows.

(2) In the first sentence of paragraph (2)—

(a) for “an ex parte” substitute “a”;

(b) for “7” substitute “5 business”;

Amendments to Rule 4.120

211

(1) Rule 4.120 (removal of liquidator by the court) is amended as follows.

(2) In the first sentence of paragraph (2)—

(a) for “an ex parte” substitute “a”;

(b) for “7” substitute “5 business ”;

Amendments to Rule 4.121

212

(1) Rule 4.121 (release of resigning or removed liquidator) is amended as follows.

(2) In paragraph (1), at the beginning insert “Subject to paragraph (1A),”.

(3) After paragraph (1) insert—

(1A) Where the liquidator’s resignation is accepted under Rule 4.108A, the liquidator’s release is effective as from the date on which the official receiver files the copy of the certificate under paragraph (8) of that Rule in court, that date to be endorsed on the copy certificate.

Amendments to Rule 4.122

213

(1) Rule 4.122 (release of resigning or removed liquidator) is amended as follows.

(2) In paragraph (1), at the beginning insert “Subject to paragraph (1A),”.

(3) After paragraph (1) insert—

(1A) Where the liquidator’s resignation is accepted under Rule 4.108A, the liquidator’s release is effective as from the date of the certificate.

Amendments to Rule 4.125

214

(1) Rule 4.125 (final meeting – winding up by court)) is amended as follows.

(2) In paragraph (1), omit from “; and the liquidator” to the end.

(3) After paragraph (1) insert—

(1A) The final meeting must not be held unless Rule 4.49D has been complied with; and if for that reason the meeting is not held— (a) the liquidator must give notice of that fact as soon as reasonably practicable to all to whom notice of the meeting was given, and (b) fresh notice of the meeting complying with this Rule must be given when Rule 4.49D has been complied with. (1B) The liquidator— (a) at least 1 month before the meeting is held must have gazetted a notice of the meeting; and (b) may advertise the notice in such other manner as the liquidator thinks fit. (1C) In addition to the standard contents, the notice under paragraph (1B) must state— (a) who summoned the meeting; (b) if the meeting was summoned at the request of a creditor, the fact that it was so summoned and the section of the Act under which it was requested; (c) the purpose for which the meeting is summoned; (d) the venue fixed for the meeting; and (e) the time and date by which, and place at which, creditors must lodge proxies and hitherto unlodged proofs in order to be entitled to vote at the meeting.

(4) In paragraph (2), at the end of sub-paragraph (a), for “and” substitute—

including details of remuneration charged and expenses incurred by the liquidator, (ab) details of the basis fixed for the liquidator’s remuneration, and

(5) After paragraph (2A) insert—

(2B) Where the liquidator has sent a progress report to creditors in accordance with Rule 4.49B, the report to be laid at the final meeting of creditors must also— (a) contain a receipts and payments account in the form of an abstract showing the receipts and payments during the period since the last progress report, and (b) include— (i) details of the remuneration charged and expenses incurred by the liquidator during that period, and (ii) a description of the things done by the liquidator during that period in respect of which that remuneration was charged and those expenses incurred. (2C) In any case where the basis of the liquidator’s remuneration had not been fixed by the date to which the last progress report was made up, the receipts and payments account required by paragraph (2B)(a) must also include details of the remuneration charged in the period of any preceding progress report in which details of remuneration were not included. (2D) Where the basis of remuneration has been fixed as a set amount only, it is sufficient compliance with paragraph (2B)(b) for the liquidator to state the amount which has been set and to supply details of the expenses charged within the period in question.

Amendments to Rule 4.126

215

(1) Rule 4.126 (final meeting – creditors’ voluntary liquidation) is amended as follows.

(2) At the end of paragraph (1), for “have proved their debts” substitute “are known to the liquidator”.

(3) After paragraph (1) insert—

(1A) In addition to information required by subsection (2) of section 106 and the standard contents, the advertisement required by that subsection must state the time and date by which, and place at which, creditors must lodge proxies and hitherto unlodged proofs in order to be entitled to vote at the meeting. (1B) In addition to the notice required by paragraph (1) and the advertisement required by section 106(2), the liquidator may advertise notice of the meeting in such other manner as the liquidator thinks fit. (1C) In addition to the standard contents, notice under paragraph (1B) must state— (a) the purpose of the meeting; (b) the venue fixed for the meeting; and (c) the time and date by which, and place at which, creditors must lodge proxies and hitherto unlodged proofs in order to be entitled to vote at the meeting. (1D) The final meeting must not be held unless Rule 4.49D has been complied with; and if for that reason the meeting is not held— (a) the liquidator must give notice of that fact as soon as reasonably practicable to all to whom notice of the meeting was given, and (b) fresh notice of the meeting complying with this Rule must be given when Rule 4.49D has been complied with. (1E) The liquidator’s report laid before the meeting of creditors under section 106 must contain an account of the liquidator’s administration of the winding up, including— (a) a summary of the liquidator’s receipts and payments, including at least the following items separately specified (except where the amount for an item is zero)— (i) the total of all receipts, with separate specification thereunder of— (aa) receipts from trading carried on by the liquidator; (bb) payments made in the course of trading carried on by the liquidator; (cc) the source of all other receipts; (dd) payments to redeem securities; (ee) costs of execution; and (ff) net realisations; (ii) the cost of employing a solicitor; (iii) other legal costs; (iv) the liquidator’s remuneration; (v) the cost of employing an auctioneer; (vi) the cost of employing a valuer; (vii) the costs of taking possession of and maintaining the company’s property; (viii) the cost of advertising in the Gazette and other newspapers; (ix) incidental outlays; (x) a statement of the total of costs and charges incurred; (xi) the amount paid to holders of debentures of each class of debenture, setting out the amount paid per debenture, the nominal value of each debenture in each class and the total amount paid in respect of each class; (xii) the aggregate numbers of preferential and unsecured creditors and the aggregate amounts paid out to them, the aggregates for preferential and unsecured creditors set out separately unless all creditors have been paid in full; (xiii) statements of the aggregate dividend paid on each pound of preferential and of unsecured debt and of the estimate of the value of the company’s net property which had been made under Rule 4.49(2)(a)(ii); (xiv) the amount of interest paid under section 189; (xv) the amount paid to contributories in respect of each class of share, setting out the amount per share and the nominal value of each share in each class; (xvi) a statement of the total amount paid to holders of debentures, preferential and unsecured creditors and contributories; (xvii) a statement of assets which have proved to be unrealisable, including the value of those assets which had been made for the purpose of Rule 4.49(2)(a)(ii); (xviii) the amounts paid into the Insolvency Services Account, set out separately, in respect of— (aa) unclaimed dividends payable to creditors in the winding up; (bb) other unclaimed dividends in the winding up; (cc) moneys held by the company in trust in respect of dividends or other sums due before the commencement of the winding up to any person as a member of the company; (b) details of the basis fixed for the liquidator’s remuneration and by whom it was fixed; (c) a statement by the liquidator that the account included in the report has been reconciled with that which is held by the Secretary of State in respect of the winding up; (d) any other statement which the liquidator thinks it desirable to make.

(4) In paragraph (2), for “the section” substitute “section 106”.

(5) After paragraph (4) add—

(5) Where the liquidator has sent a progress report to creditors in accordance with section 104A, the report to be laid at the final meeting of creditors must also— (a) contain a receipts and payments account in the form of an abstract showing the receipts and payments during the period since the last progress report, and (b) include— (i) details of the remuneration charged and expenses incurred by the liquidator during that period, and (ii) a description of the things done by the liquidator during that period in respect of which that remuneration was charged and those expenses incurred. (6) In any case where the basis of the liquidator’s remuneration had not been fixed by the date to which the last progress report was made up, the receipts and payments account required by paragraph (5)(a) must also include details of the remuneration charged in the period of any preceding progress report in which details of remuneration were not included. (7) Where the basis of remuneration has been fixed as a set amount only, it is sufficient compliance with paragraph (5)(b) for the liquidator to state the amount which has been set and to supply details of the expenses charged within the period in question.

New Rule after Rule 4.126

216

After Rule 4.126 insert—

(4.126A) (NO CVL APPLICATION) (1) In addition to the information required by section 94(2) and the standard contents, the advertisement required by that subsection must state the time and date by which, and place at which, members must lodge proxies in order to be entitled to vote. (2) In addition to the advertisement required by section 94(2), the liquidator may advertise notice of the meeting in such other manner as the liquidator thinks fit. (3) In addition to the standard contents, notice given under paragraph (2) must state— (a) the purpose of the meeting, (b) the venue fixed for the meeting, and (c) the time and date by which, and place at which, members must lodge proxies in order to be entitled to vote at the meeting. (4) The liquidator’s report laid before the meeting of the company under section 94 must contain an account of the liquidator’s administration of the winding up, including (except where the amount for an item is zero)— (a) a summary of the liquidator’s receipts and payments, including at least the following items separately specified— (i) the total of all receipts, with separate specification thereunder of— (aa) receipts from trading carried on by the liquidator; (bb) payments made in the course of trading carried on by the liquidator; (cc) the source of all other receipts; (dd) payments to redeem securities; (ee) costs of execution; and (ff) net realisations; (ii) the cost of employing a solicitor; (iii) other legal costs; (iv) the liquidator’s remuneration; (v) the cost of employing an auctioneer; (vi) the cost of employing a valuer; (vii) the costs of taking possession of and maintaining the company’s property; (viii) the cost of advertising in the Gazette and other newspapers; (ix) incidental outlays; (x) a statement of the total of costs and charges incurred; (xi) the amount paid to holders of debentures of each class of debenture, setting out the amount paid per debenture, the nominal value of each debenture in each class and the total amount paid in respect of each class; (xii) the aggregate amount paid out to creditors; (xiii) the amount of interest paid under section 189; (xiv) the amount paid to contributories in respect of each class of share, setting out the amount per share and the nominal value of each share in each class; (xv) a statement of the total amount paid to holders of debentures, preferential and unsecured creditors and contributories; (xvi) a statement of assets which have proved to be unrealisable, including the value of those assets which had been made for the purpose of Rule 4.49(2)(a)(ii); (xvii) the amounts paid into the Insolvency Services Account, set out separately, in respect of— (aa) unclaimed dividends payable to creditors in the winding up; (bb) other unclaimed dividends in the winding up; (cc) moneys held by the company in trust in respect of dividends or other sums due before the commencement of the winding up to any person as a member of the company; (b) details of the basis fixed for the liquidator’s remuneration and by whom it was fixed; (c) any other statement which the liquidator thinks it desirable to make.

Amendments to Rule 4.127

217

(1) Rule 4.127 (fixing of remuneration) is amended as follows.

(2) In paragraph (2)—

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

(b) omit “either”;

, 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 liquidator. (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 liquidator. (3C) Where the liquidator is other than the official receiver, and subject to paragraph (5A), it is for the liquidation 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)—

(a) after “determination,” insert “and subject to paragraph (5A), the basis of”;

(b) for “paragraph (2)” substitute “paragraphs (2), (3A) and (3B)”.

(5) After paragraph (5) insert—

(5A) Where— (a) a company which is in administration moves into winding up under paragraph 83 of Schedule B1 to the Act and the administrator becomes the liquidator, or (b) a winding-up order is made immediately upon the appointment of an administrator ceasing to have effect and the court under section 140(1)[^f00019] appoints as liquidator the person whose appointment as administrator has ceased to have effect, the basis of remuneration fixed under Rule 2.106 is treated as having been fixed under this Rule and paragraphs (4) and (5) do not apply.

(6) In paragraph (6)—

(a) after “official receiver and” insert “the basis of”;

(b) after “as above” insert “within 18 months after the date of the liquidator’s appointment”;

(7) After paragraph (6) add—

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