LegalizeThe Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013
| Provision of the 1989 Order | Modification |
|---|---|
| Part 1 (Introductory) | Part 1 (Introductory) |
| Article 2 (general interpretation) | |
| Article 3 (“act as insolvency practitioner”) | In paragraph (4), the definition of “company” is to be read as if the reference to a company that may be wound up under Part 6 of the 1989 Order included a reference to a relevant scheme. |
| Article 4 (“associate”) | |
| Article 5 (interpretation of Parts 2 to 7 of the 1989 Order) | This Article is to be read as if— the definition of “the registrar” were omitted; and; after paragraph (1) there were inserted— 2 In Parts 5, 6 and 7— a a reference to the depositary of a relevant scheme is a reference to the depositary (within the meaning given in section 237(2) of the Financial Services and Markets Act 2000 (“FSMA”)) of that scheme; b a reference to the operator of a relevant scheme is a reference to the operator (within the meaning given in section 237(2) of FSMA) of that scheme; c a reference to the participants in a relevant scheme is a reference to the participants (within the meaning given in section 235(2) of FSMA) in that scheme; d a reference to the registrar is to be read as a reference to the Financial Conduct Authority; and e a reference to— i a relevant scheme, ii a creditor or a debt of a relevant scheme, or iii the operator or the depositary in relation to a relevant scheme which is a sub-scheme of an umbrella co-ownership scheme, is to be construed in accordance with regulation 17(1) of the Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013. . |
| Article 6 (“insolvency” and “go into liquidation”) | This Article is to be read as if— in paragraph (2), for the words from “it passes a resolution” to the end there were substituted “an order for its winding up is made by the High Court”; and paragraph (3) were omitted. |
| Part 5 (winding up of companies registered under the Companies Act 2006) | Part 5 (winding up of companies registered under the Companies Act 2006) |
| Chapter 6 (winding up by the High Court) | Chapter 6 (winding up by the High Court) |
| Article 104A (petition for winding up on grounds of public interest) | |
| Article 105 (powers of High Court on hearing of petition) | This Article is to be read as if paragraph (2) were omitted. |
| Article 106 (power to stay or restrain proceedings against company) | Paragraph (1) is to be read as if for the words “the company, or any creditor” there were substituted “the Financial Conduct Authority, the operator or any creditor of the relevant scheme”. |
| Article 107 (avoidance of property dispositions, etc.) | In paragraph (1), the reference to any transfer of shares or alteration in the status of the company’s members is to be read as a reference to any issue, transfer or redemption of units in the relevant scheme. |
| Article 108 (avoidance of sequestration or distress) | |
| Article 109 (commencement of winding up by the High Court) | |
| Article 110 (consequences of winding-up order) | In paragraph (1) the reference to the company is to be read as a reference to the operator. This Article is to be read as if paragraph (4) were omitted. |
| Article 111 (company’s statement of affairs) | In paragraph (3)(a) the reference to officers of the company is to be read as a reference to the operator and the depositary. Paragraph (3) is to be read as if sub-paragraphs (c) and (d) were omitted. |
| Article 112 (investigation by official receiver) | |
| Article 113 (public examination of officers) | Paragraph (1) is to be read as if for sub-paragraph (b) there were substituted— b has acted as liquidator of the relevant scheme; . |
| Article 113 (public examination of officers) | In paragraph (1) the reference to the dissolution of the company is to be read as a reference to the completion of winding up of the relevant scheme. |
| Article 114 (enforcement of Article 113) | |
| Article 115 (appointment and powers of provisional liquidator) | |
| Article 116 (functions of official receiver in relation to office of liquidator) | Paragraph (1) is to be read as if the words “, subject to Article 119,” were omitted. |
| Article 117 (appointment by Department) | |
| Article 118 (choice of liquidator at meetings of creditors and contributories) | This Article is to be read as if for paragraphs (3) and (4) there were substituted— 3 The liquidator shall be the person (if any) nominated by the creditors. . |
| Article 120 (liquidation committee) | This Article is to be read as if paragraph (3) were omitted. |
| Article 121 (general functions in winding up by the High Court) | |
| Article 122 (custody of company’s property) | In this Article the reference to all the property to which the company is or appears to be entitled is to be read as a reference to all property which is or appears to be subject to the relevant scheme. |
| Article 123 (vesting of company property in liquidator) | Paragraph (1) is to be read as if the words “or held by trustees on its behalf” were omitted. |
| Article 124 (duty to summon final meeting) | |
| Article 125 (power to stay winding up) | Paragraph (2) is to be read as if after the words “the official receiver” there were inserted “or the liquidator”. In paragraph (3) the reference to the company is to be read as a reference to the operator. |
| Article 131 (power to exclude creditors not proving in time) | |
| Article 133 (inspection of books by creditors, etc.) | In paragraph (1) the reference to books and papers in the company’s possession is to be read as a reference to such books and papers affecting or relating to the affairs of, or the property subject to, the relevant scheme as are in the possession of the operator or the depositary. |
| Article 134 (payment of expenses of winding up) | |
| Article 136 (powers of High Court to be cumulative) | In this Article the references to any debtor of the company are to be read as references to a person by whom a debt is, or may become, payable to the operator in respect of any liability (including any contingent or prospective liability) incurred under an authorised contract. |
| Article 137 (delegation of powers to liquidator) | |
| Chapter 7 (liquidators) | Chapter 7 (liquidators) |
| Article 138 (style and title of liquidators) | |
| Article 139 (corrupt inducement affecting appointment) | |
| Article 142 (winding up by the High Court) | Paragraph (2)(a) is to be read as if for the words “a person who is connected with the company (within the meaning given by Article 7)” there were substituted “the operator or the depositary of the relevant scheme or a person who is an associate of the operator or depositary”. |
| Article 143 (supplementary powers) | |
| Article 144 (enforcement of liquidator’s duty to make returns, etc.) | |
| Article 146 (removal, etc. (winding up by the High Court)) | |
| Article 148 (release (winding up by the High Court)) | |
| Chapter 8 (provisions of general application in winding up) | Chapter 8 (provisions of general application in winding up) |
| Article 152 (power to disclaim onerous property) | In paragraph (3) each reference to the company is to be read as a reference to the participants and the depositary. |
| Article 153 (disclaimer of leaseholds) | In paragraph (1) the reference to a person claiming under the company as underlessee or mortgagee is to be read as a reference to a person claiming as underlessee or mortgagee under the leasehold title which is held by the depositary (or a person nominated by the depositary to hold the leasehold title). |
| Article 154 (land subject to rentcharge) | |
| Article 155 (powers of High Court (general) | |
| Article 156 (powers of High Court (leaseholds)) | In this Article— a reference to a person claiming under the company as underlessee or mortgagee is to be read as a reference to a person claiming as underlessee or mortgagee under the leasehold title which is held by the depositary (or a person nominated by the depositary to hold the leasehold title); and a reference to the company, in relation to any reference to liabilities, obligations, estates, incumbrances or interests, is to be read as a reference to the lessee. |
| Article 157 (rescission of contracts by the High Court) | In paragraph (1) the references to a contract made with the company are to be read as references to an authorised contract. |
| Article 159 (notification that company is in liquidation) | This Article is to be read as if for paragraphs (1) and (2) there were substituted— 1 When a relevant scheme is being wound up by the High Court— a every business letter (whether in hard copy, electronic or any other form) issued by the operator, the depositary or a liquidator of the relevant scheme, and b any website which relates to the relevant scheme and for which the operator or the depositary is responsible, must contain a statement that the relevant scheme is being wound up. 2 If default is made in complying with this Article, any of the following persons who knowingly and wilfully authorises or permits the default, namely, the operator, the depositary and any liquidator of the relevant scheme, shall be guilty of an offence. . |
| Article 160 (interest on debts) | |
| Article 162 (information as to pending liquidations) | |
| Article 163 (resolutions passed at adjourned meetings) | |
| Article 164 (meeting to ascertain wishes of creditors or contributories) | |
| Article 165 (affidavits, etc., in United Kingdom and elsewhere) | |
| Chapter 10 (malpractice before and during liquidation; penalisation of companies and company officers; investigations and prosecutions) | Chapter 10 (malpractice before and during liquidation; penalisation of companies and company officers; investigations and prosecutions) |
| Article 170 (fraud, etc. in anticipation of winding up) | In paragraph (1)(a) the reference to a debt due to the company is to be read as a reference to a debt which is, or may become, payable to the operator in respect of any liability (including any contingent or prospective liability) incurred under an authorised contract. This Article is to be read as if paragraph (3) were omitted. |
| Article 171 (transactions in fraud of creditors) | In paragraph (1)(b) the reference to any unsatisfied judgment or order for the payment of money obtained against the company is to be read as a reference to any unsatisfied judgment or order for the payment of money to a creditor of the relevant scheme. |
| Article 172 (misconduct in course of winding up) | In paragraph (1)(a) the reference to the disposal by the company of any part of the company’s property is to be read as a reference to the disposal by the operator of part of the property subject to the relevant scheme. This Article is to be read as if paragraph (3) were omitted. |
| Article 173 (falsification of company’s books) | In this Article the reference to any register, accounting records or document belonging to the company is to be read as a reference to any register, accounting records or document affecting or relating to the affairs of, or the property subject to, the relevant scheme. |
| Article 174 (material omissions from statement relating to company’s affairs) | This Article is to be read as if paragraph (3) were omitted. |
| Article 175 (false representations to creditors) | This Article is to be read as if paragraph (2) were omitted. |
| Article 176 (summary remedy against delinquent directors, liquidators, etc.) | Paragraph (1)(a) is to be read as if the reference to an officer of the company included a reference to the operator and the depositary. |
| Article 177 (fraudulent trading) | |
| Article 178 (wrongful trading) | In paragraphs (1) and (2) a reference to a director of a company is to be read as a reference to the operator or depositary of a relevant scheme. This Article is to be read as if— after paragraph (2) there were inserted— 2A The condition specified in paragraph (2)(b) is taken to be satisfied in relation to the operator or depositary of a relevant scheme if, at some time before the commencement of the winding up, a director or employee of the operator or depositary knew or ought to have concluded that there was no reasonable prospect that the relevant scheme would avoid going into insolvent liquidation ; and paragraph (7) were omitted. |
| Article 178 (wrongful trading) | In paragraphs (4) and (5) a reference to a director of a company is to be read as a reference to the operator or depositary of a relevant scheme or a director or employee of the operator or depositary. |
| Article 179 (proceedings under Articles 177 and 178) | |
| Article 182 (prosecution of delinquent officers and members of company) | |
| Article 183 (obligations arising under Article 182) | In paragraph (3) the reference to every agent of the company is to be read as a reference to the operator and the depositary and every person who, at the request of the operator or the depositary, has provided the services of banker, solicitor or auditor or professional services of any other description in relation to the relevant scheme. |
| Part 6 (winding up of unregistered companies) | Part 6 (winding up of unregistered companies) |
| Article 184 (meaning of “unregistered company”) | |
| Article 185 (winding up of unregistered companies) | This Article is to be read as if— paragraph (2) were omitted; in paragraph (3) the words “, except in accordance with the EC Regulation” were omitted; and in paragraph (4)— sub-paragraph (a) were omitted; and for sub-paragraph (b) there were substituted— b if the operator of a relevant scheme is unable to pay the debts of that scheme out of the property subject to it. . |
| Article 186 (inability to pay debts: unpaid creditor for £750 or more) | In paragraph (1)(a) and (b) each reference to the company is to be read as a reference to the operator. Paragraph (1)(a) is to be read as if the words “in Northern Ireland” were omitted. |
| Article 188 (inability to pay debts: other cases) | In paragraph (1)(b) the reference to execution or other process issued in favour of a creditor against the company or any person authorised to be sued as nominal defendant on its behalf is to be read as a reference to execution or other process issued in favour of a creditor of the relevant scheme against the property subject to that scheme. |
| Article 193 (provisions of this Part to be cumulative) | |
| Part 7 (miscellaneous provisions applying to companies which are insolvent or in liquidation) | Part 7 (miscellaneous provisions applying to companies which are insolvent or in liquidation) |
| Article 194 (holders of office to be qualified insolvency practitioners) | |
| Article 195 (appointment to office of two or more persons) | |
| Article 196 (validity of office-holder’s acts) | |
| Article 198 (getting in the company’s property) | In paragraph (2) the reference to any property, books, papers or records to which the company appears to be entitled is to be read as a reference to any property that appears to be property subject to the relevant scheme, and to any books, papers or records that appear to affect or relate to that property or to the affairs of the relevant scheme. |
| Article 199 (duty to co-operate with office-holder) | Paragraph (3) is to be read as if— in sub-paragraph (a) the reference to officers of the company included a reference to the operator and the depositary; and sub-paragraphs (c) and (d) were omitted. |
| Article 200 (inquiry into company’s dealings, etc.) | In paragraph (2)(b) the reference to any person supposed to be indebted to the company is to be read as a reference to a person by whom, it is supposed, a debt is, or may become, payable to the operator in respect of any liability (including any contingent or prospective liability) incurred under an authorised contract. In paragraph (3) the reference to dealings with the company is to be read as a reference to dealings with any matter affecting or relating to the affairs of, or the property subject to, the relevant scheme. |
| Article 201 (High Court’s enforcement powers under Article 200) | In paragraph (2) the reference to any person who is indebted to the company is to be read as a reference to a person by whom a debt is, or may become, payable to the operator in respect of any liability (including any contingent or prospective liability) incurred under an authorised contract. |
| Article 202 (transactions at an undervalue) | In paragraphs (2) and (3) the reference to the company is to be read as a reference to the operator or the depositary. In paragraph (4)— in sub-paragraphs (a) and (b) the second reference to the company is to be read as a reference to the participants in a relevant scheme; and each other reference to a company is to be read as a reference to the operator or depositary of the relevant scheme. |
| Article 202 (transactions at an undervalue) | Paragraph (5) is to be read as if for sub-paragraph (a) there were substituted— a that the operator or the depositary, in entering into the transaction, did so in good faith and for the purposes of carrying on the business of the relevant scheme, and . |
| Article 203 (preferences) | In paragraphs (2) and (3) the reference to the company is to be read as a reference to the operator or the depositary. Paragraph (4) is to be read as if for the words from “a company” to the end there were substituted— the operator or depositary of a relevant scheme gives a preference to a person if— a that person is one of the creditors of the relevant scheme or a surety or guarantor for any of the debts or liabilities of the relevant scheme, and b the operator or depositary does anything or suffers anything to be done which (in either case) has the effect of putting that person into a position which, in the event of the relevant scheme going into insolvent liquidation, will be better than the position that person would have been in if that thing had not been done. . |
| Article 203 (preferences) | In paragraph (5) the reference to the company which gave the preference is to be read as a reference to the operator or the depositary in giving the preference. In paragraph (6)— the first reference to a company is to be read as a reference to the operator or depositary of a relevant scheme; and the reference to a person connected with the company is to be read as a reference to a person who is an associate (within the meaning of Article 4) of the operator or depositary of the relevant scheme. |
| Article 204 (“relevant time” under Articles 202, 203) | In paragraphs (1) and (2)— a reference to a company, except the second reference in paragraph (2), is to be read as a reference to the operator or depositary of a relevant scheme; and the reference to a person who is connected with the company is to be read as a reference to a person who is an associate (within the meaning of Article 4) of the operator or depositary of the relevant scheme. |
| Article 204 (“relevant time” under Articles 202, 203) | In paragraph (2) the reference to the inability of the company to pay its debts within the meaning of Article 103 is to be read as a reference to the inability of the operator of a relevant scheme to pay the debts of that scheme within the meaning of Article 186 or 188 (as modified by this Schedule). |
| Article 205 (orders under Articles 202, 203) | In this Article a reference to a company is to be read as a reference to the operator or the depositary, except— in paragraph (1)(a), where the reference to the company is to be read as a reference to the liquidator of the relevant scheme; |
| in paragraph (1)(c), where the reference to security given by the company is to be read as a reference to security over any property subject to the relevant scheme; in paragraph (1)(g), where the first reference to the company is to be read as a reference to the liquidator of the relevant scheme; in paragraph (2), with respect to the reference to a creditor of the company; and in paragraph (3C). | |
| Article 208 (unenforceability of liens on books, etc.) | |
| Part 12 (insolvency practitioners and their qualification) | Part 12 (insolvency practitioners and their qualification) |
| Article 348 (acting as insolvency practitioner without qualification) | |
| Part 14 (miscellaneous) | Part 14 (miscellaneous) |
| Article 373 (prosecution and punishment of offences) Article 374 (summary proceedings) | These Articles are to be read as if a reference to an offence under the 1989 Order or a provision of that Order, in so far as it is a reference to an offence under a provision of that Order that is applied by these Regulations, is to be read as a reference to the offence under that provision as so applied. |
| Part 15 (supplementary provisions) | Part 15 (supplementary provisions) |
| Article 385 (legal professional privilege) | |
| Schedule 2 (powers of liquidator in a winding up) | Schedule 2 (powers of liquidator in a winding up) |
| Schedule 2 (powers of liquidator in a winding up) | Schedule 2 is to be read as if— paragraphs 9 and 12 were omitted; the power in paragraph 4 included a power to bring or defend any action or other legal proceeding which would otherwise be brought or defended by the operator on behalf of the participants; the power in paragraph 8 included a power to do all acts and execute all deeds, receipts and other documents which would otherwise be done or executed by the operator on behalf of the participants; and the power in paragraph 10 included a power to draw, accept, make and indorse any bill of exchange or promissory note with the same effect as if the bill or note had been drawn, accepted, made or indorsed by the operator in the course of the business of the relevant scheme. |
| Schedule 2 (powers of liquidator in a winding up) | Paragraph 5 is to be read as subject to the requirements in regulation 17(10) to cease making payments under authorised contracts and to cease the issue and redemption of units. |
| Schedule 7 (punishment of offences under the 1989 Order) | Schedule 7 (punishment of offences under the 1989 Order) |
| Schedule 7 (punishment of offences under the 1989 Order) | Schedule 7 is to be read as if a reference to a provision which is applied by these Regulations were a reference to that provision as so applied. |
SCHEDULE 3 — Co-ownership schemes: application of the Insolvency Rules 1986
PART 1 — Application of Rules with modifications
1
In relation to the winding up of a relevant scheme by the High Court under the 1986 Act, Parts 4 and 7 to 13 of the Insolvency Rules 1986 , in so far as they apply to the winding up of an unregistered company, apply with—
- (a) the general modifications set out in paragraph 2;
- (b) any other modification specified in the Table in Part 2 of this Schedule; and
- (c) any other necessary modification.
2
Unless the context otherwise requires and subject to any modification specified in the Table in Part 2 of this Schedule which has a contrary effect, the general modifications are that—
- (a) a reference to a company includes a reference to a relevant scheme;
- (b) a reference to a voluntary winding up or a resolution for voluntary winding up of a company is to be ignored;
- (c) in any provision relating to—
- (i) the service on a company of a petition, demand or order, or the giving or sending by a company of any notice or other document,
- (ii) the provision to a company of any explanation or other information, or
- (iii) an application to the court by a company or by any person in relation to a company,
a reference to the company is to be read as a reference to the operator or, in the case of a provision that has effect in relation to a company before the presentation of a winding-up petition, the operator of a relevant scheme in relation to which a written demand has been served under section 222(1)(a) (as applied by Schedule 2);
- (d) a reference to a creditor of a company is to be read as a reference to a creditor of the relevant scheme;
- (e) a reference to a contributory or to a meeting of contributories is to be ignored;
- (f) a reference to a member of a company or to a register of members is to be ignored;
- (g) a reference to the estate or to the property or assets of a company is to be read as a reference to the property subject to the relevant scheme;
- (h) a reference to a debt or liability of a company is to be read as a reference to a debt or liability of the relevant scheme; and
- (i) a reference to the registrar of companies is to be read as a reference to the FCA.
PART 2 — Table of specific modifications of the Insolvency Rules 1986
| Rule | Subject | Modification |
|---|---|---|
| Part 4 (companies winding up) | Part 4 (companies winding up) | Part 4 (companies winding up) |
| Chapter 1 (the scheme of this Part of the Rules) | Chapter 1 (the scheme of this Part of the Rules) | Chapter 1 (the scheme of this Part of the Rules) |
| 4.2 | Winding up by the court: the various forms of petition | Paragraph (2) is to be read as if— the reference to the company included a reference to the operator of a relevant scheme; and the words “the directors,” and “the official receiver,” were omitted. |
| Chapter 2 (the statutory demand) | Chapter 2 (the statutory demand) | Chapter 2 (the statutory demand) |
| 4.4 | Preliminary | In paragraph (2) the reference to a company is to be read as a reference to the operator of a relevant scheme. |
| 4.5 | Form and content of statutory demand | In paragraph (2)(a) the reference to the company’s liability is to be read as a reference to the liability of the relevant scheme in relation to which the statutory demand has been served. |
| 4.6 | Information to be given in statutory demand | In paragraph (1)(c) the reference to the company is to be read as a reference to the operator of the relevant scheme in relation to which the statutory demand has been served. |
| Chapter 3 (petition to winding-up order) | Chapter 3 (petition to winding-up order) | Chapter 3 (petition to winding-up order) |
| 4.6A | Injunction to restrain presentation or advertisement of petition | The first reference to a company is to be read as a reference to the operator of a relevant scheme. |
| 4.7 | Presentation and filing of petition | Paragraph (3) is to be read as if the words “who is a person other than the company” were omitted. |
| 4.8 | Service of petition | This Rule is to be read as if paragraph (2) required the petition is to be served at the registered office or principal place of business of the operator and of the depositary. Paragraphs (3) to (5) apply in relation to the operator and in relation to the depositary as they apply in relation to a company on which a petition is served. |
| 4.9A | Proof of service | The certificate of service must specify (instead of the particulars in paragraph (2)(a) and (b)) the name of the relevant scheme and the name and registered office (or principal place of business) of the operator and of the depositary. |
| 4.10 | Other persons to receive copies of petition | This Rule is to be read as if there were substituted for paragraphs (1) to (4)— 1 The petitioner must send a copy of the petition to the FCA. . |
| 4.12 | Verification of petition | A statement of truth which is not contained in or endorsed upon the petition which it verifies must specify (instead of the particulars in paragraph (3A)(a)) the name of the relevant scheme and of the operator and the depositary. |
| 4.13 | Persons entitled to copy of petition | This Rule is to be read as if the word “director,” were omitted. |
| 4.15 | Permission for petitioner to withdraw | In paragraph (c) the reference to the company is to be read as a reference to the operator and the depositary. |
| 4.18 | Witness statement in opposition | In this Rule— each reference to the company is to be read as a reference to the operator; and paragraph (1) is to be read as if it required the operator to file a witness statement only with the depositary’s consent. |
| Chapter 4 (petition by contributories) | Chapter 4 (petition by contributories) | Chapter 4 (petition by contributories) |
| 4.22 to 4.24 | Petition by contributories | These Rules do not apply. |
| Chapter 5 (provisional liquidator) | Chapter 5 (provisional liquidator) | Chapter 5 (provisional liquidator) |
| 4.25 | Appointment of provisional liquidator | Paragraph (1) is to be read as if it provided that an application for the appointment of a provisional liquidator may be made by the operator, the depositary, the FCA or a creditor. |
| 4.28 | Security | In paragraph (2)(a) the reference to the making of an order on the company is to be read as a reference to the making of an order on the operator and the depositary. |
| Chapter 6 (statement of affairs and other information) | Chapter 6 (statement of affairs and other information) | Chapter 6 (statement of affairs and other information) |
| 4.39 | Submission of accounts | A reference to the accounts of the company is to be read as a reference to the accounts relating to the affairs of the relevant scheme. |
| Chapter 7 (information to creditors and contributories) | Chapter 7 (information to creditors and contributories) | Chapter 7 (information to creditors and contributories) |
| 4.43 | Reports by official receiver | This Rule is to be read as if paragraphs (1A) and (1B) were omitted. |
| 4.48 | Winding up stayed | In paragraph (2) the reference to the company is to be read as a reference to the operator. |
| 4.49B | Reports to creditors and members -winding up by the court | The progress report must include full details (instead of the details in paragraph (1)(b)) of the name of the relevant scheme and the name and registered office (or principal place of business) of the operator and of the depositary. Paragraph (2) is to be read as if the words from “and, where the liquidator” to the end were omitted. In paragraph (7) the reference to the members of the company is to be read as a reference to the operator and the depositary. |
| Chapter 8 (meetings of creditors and contributories) | Chapter 8 (meetings of creditors and contributories) | Chapter 8 (meetings of creditors and contributories) |
| 4.58 | Attendance at meetings of company’s personnel | A reference to the company’s personnel is to be read as a reference to— the operator and the depositary; and the directors and employees of the operator and the depositary. |
| Chapter 9 (proof of debts in a liquidation) | Chapter 9 (proof of debts in a liquidation) | Chapter 9 (proof of debts in a liquidation) |
| 4.79 | Liquidator to allow inspection of proofs | The reference to any contributory of the company is to be read as a reference to the operator or the depositary. |
| 4.83 | Appeal against decision on proof | In paragraphs (2) and (4A) a reference to a contributory is to be read as a reference to the operator or the depositary. In paragraph (4A) the reference to the company is to be read as a reference to the operator for the benefit of the participants. |
| 4.90 | Mutual credits and set-off | A reference to mutual credits, mutual debts or other mutual dealings between the company and any creditor is to be read as a reference to mutual credits etc. between the operator on behalf of the participants and a creditor, and a reference to any obligation to or from the company, or any sum due or owed to, or due from, the company is to be read accordingly. |
| Chapter 10 (secured creditors) | Chapter 10 (secured creditors) | Chapter 10 (secured creditors) |
| 4.98 | Test of security’s value | In paragraph (2) the reference to the liquidator on behalf of the company is to be read as a reference to the liquidator acting in the best interests of the relevant scheme. |
| Chapter 11 (the liquidator) | Chapter 11 (the liquidator) | Chapter 11 (the liquidator) |
| 4.124 | Release of official receiver | This Rule is to be read as if paragraph (2A) were omitted. |
| 4.125 | Final meeting | This Rule is to be read as if paragraph (2A) were omitted. |
| 4.128 | Other matters affecting remuneration | Paragraph (3) is to be read as if for the words “act on behalf of the company” there were substituted “act in the liquidation”. |
| 4.131 | Creditors’ claim that remuneration is or other expenses are excessive | Paragraph (4)(e) is to be read as if it required the amount to which it refers to be paid to the operator for the benefit the relevant scheme. |
| 4.138 | Liquidator’s duties on vacating office | A reference to the company’s books, papers and other records is to be read as a reference to all books, papers and other records affecting or relating to the affairs of, or the property subject to, the relevant scheme. |
| 4.149 | Power of court to set aside certain transactions | Paragraph (1) is to be read as if the court’s power to order the liquidator to compensate the company for loss suffered in consequence of a transaction which is set aside included power to order the liquidator, by way of compensation for loss suffered in consequence of such a transaction, to contribute any sum to the property subject to the relevant scheme. |
| Chapter 12 (the liquidation committee) | Chapter 12 (the liquidation committee) | Chapter 12 (the liquidation committee) |
| 4.152 | Membership of committee | Paragraph (1) is to be read as if the words “Subject to Rule 4.154 below,” were omitted. |
| 4.154 | Committee established by contributories | This Rule does not apply. |
| 4.171A | Composition of committee when creditors paid in full | This Rule is to be read as if— at the end of paragraph (2) there were inserted “and the committee is abolished”; and paragraphs (3) and (4) were omitted. |
| Chapter 14 (collection and distribution of company’s assets by liquidator | Chapter 14 (collection and distribution of company’s assets by liquidator | Chapter 14 (collection and distribution of company’s assets by liquidator |
| 4.181 | Debts of insolvent company to rank equally | This Rule is to be read as if the references to preferential debts were omitted. |
| Chapter 15 (disclaimer) | Chapter 15 (disclaimer) | Chapter 15 (disclaimer) |
| 4.188 | Communication of disclaimer to persons interested | In paragraph (2) the reference to a person who claims under the company as underlessee or mortgagee is to be read as a reference to a person claiming as underlessee or mortgagee under the leasehold title which is held by the depositary (or a person nominated by the depositary to hold the leasehold title). |
| Chapters 16, 17 and 18 | Chapters 16, 17 and 18 | Chapters 16, 17 and 18 |
| 4.195 to 4.201 | Settlement of list of contributories | These Rules do not apply. |
| 4.202 to 4.205 | Calls | These Rules do not apply. |
| 4.206 to 4.210 | Special manager | These Rules do not apply. |
| Chapter 19 (public examination of company officers and others) | Chapter 19 (public examination of company officers and others) | Chapter 19 (public examination of company officers and others) |
| 4.213 | Order on request by creditors or contributories | In paragraph (2) the reference to the relationship which the proposed examinee has, or has had, to the company is to be read as a reference to that person’s interest in the relevant scheme or dealings with the operator. |
| Chapter 20 (order of payment of costs, etc., out of assets) | Chapter 20 (order of payment of costs, etc., out of assets) | Chapter 20 (order of payment of costs, etc., out of assets) |
| 4.218 | General rule as to priority | Paragraph (2) is to be read as if sub-paragraph (b) were omitted. Paragraph (3) is to be read as if the words “Subject as provided in Rules 4.218A to 4.218E,” were omitted. In paragraphs (2) and (3) a reference to any legal action or proceedings or any arbitration or other dispute resolution procedure which the liquidator has power to bring or defend in the name of the company is to be read as a reference to such action, proceedings or procedure which the liquidator has power to bring or defend on behalf of the participants. |
| 4.218A to 4.218E | Litigation expenses and property subject to a floating charge | These Rules do not apply. |
| 4.220 | Saving for powers of the court | In paragraph (2)— the reference to proceedings by or against the company is to be read as a reference to proceedings brought by or against the operator for the resolution of any matter relating to the relevant scheme; and the reference to the power of any court to order costs to be paid by the company is to be read as a reference to the power of any court to order costs to be paid out of the property subject to the relevant scheme. |
| Chapters 21, 22 and 23 | Chapters 21, 22 and 23 | Chapters 21, 22 and 23 |
| 4.221 to 4.225 | Miscellaneous rules | These Rules do not apply. |
| 4.226 to 4.230 | Permission to act as director, etc., of company with prohibited name | These Rules do not apply. |
| 4.231 | EC Regulation – member state liquidator | This Rule does not apply. |
| Part 7 (court procedure and practice) | Part 7 (court procedure and practice) | Part 7 (court procedure and practice) |
| 7.1 | Preliminary | The reference to a petition for a winding-up order under Part IV is to be read as a reference to a petition presented under regulation 17(9). |
| 7.31A | Court file | In paragraph (4)(a)— the reference to an officer or former officer of the company is to be read as a reference to the operator and the depositary; and the reference to a member of the company is to be read as a reference to a participant. |
| 7.41 | Costs and expenses of witnesses | In paragraph (1) the reference to an officer of the insolvent company is to be read as a reference to— the operator or any person who is employed by the operator; or the depositary or any person who is employed by the depositary. |
| 7.56 | Service of orders staying proceedings | The reference to the property of a company is to be read as a reference to the property subject to a relevant scheme. |
| Part 8 (proxies and company representation) | Part 8 (proxies and company representation) | Part 8 (proxies and company representation) |
| 8.5 | Right of inspection | In paragraph (3) the right of inspection exercisable in the case of an insolvent company by its directors is exercisable in the case of the relevant scheme by the operator or the depositary. |
| Part 11 (declaration and payment of dividend (winding up and bankruptcy)) | Part 11 (declaration and payment of dividend (winding up and bankruptcy)) | Part 11 (declaration and payment of dividend (winding up and bankruptcy)) |
| 11.6 | Notice of declaration | This Rule is to be read as if paragraph (2A) were omitted. |
| Part 12 (miscellaneous and general) | Part 12 (miscellaneous and general) | Part 12 (miscellaneous and general) |
| 12.18 | False claim of status as creditor, etc. | In paragraph (1)— each reference to the Rules is to be read as a reference to the Rules as modified by this Schedule; and the reference to the members of a company is to be read, in relation to the winding up of a relevant scheme, as a reference to— the operator or depositary of the relevant scheme; or the participants in it. |
| Part 12A (provisions of general effect) | Part 12A (provisions of general effect) | Part 12A (provisions of general effect) |
| 12A.18 | Service of orders staying proceedings | In paragraph (1)(a) the reference to the property of a company is to be read as a reference to the property subject to a relevant scheme. |
| 12A.30 | Forms for use in insolvency proceedings | Any form prescribed for use by paragraph (1) which is used in proceedings for winding up a relevant scheme is to be read with the modifications set out in this Schedule (so far as applicable for the form concerned). The requirement in paragraph (2) to use a form with such variations as the circumstances may require includes a requirement to use it with such variations as are necessary to take account of applicable modifications. |
| 12A.34 and 12A.39 | Notices relating to companies | Instead of the particulars given in each of these Rules a notice must specify the name of the relevant scheme and the name and registered office (or principal place of business) of the operator and of the depositary. |
| 12A.43 | Information to be contained in all notifications to the registrar | A notification must specify (instead of the particulars in paragraphs (a) and (b)) the name of the relevant scheme and the name of the operator and of the depositary. |
| 12A.53 | Charge for copy documents | The first reference to a member is to be read as a reference to a participant. |
SCHEDULE 4 — Co-ownership schemes: application of the Insolvency (Scotland) Rules 1986
PART 1 — Application of Rules with modifications
1
In relation to the winding up of a relevant scheme by the Court of Session under the 1986 Act, Rule 0.2 (interpretation) and Parts 4 and 7 of the Insolvency (Scotland) Rules 1986 , in so far as they apply to the winding up of an unregistered company, apply with—
- (a) the general modifications set out in paragraph 2;
- (b) any other modification specified in the Table in Part 2 of this Schedule; and
- (c) any other necessary modification.
2
Unless the context otherwise requires and subject to any modification specified in the Table in Part 2 of this Schedule which has a contrary effect, the general modifications are that—
- (a) a reference to a company includes a reference to a relevant scheme;
- (b) a reference to a voluntary winding up or a resolution for voluntary winding up of a company is to be ignored;
- (c) in any provision relating to—
- (i) the possession or control of any books, papers, records or other property,
- (ii) sending any documents or records to a third party, or
- (iii) the giving or sending of any notice,
a reference to the company is to be read as a reference to the operator of the relevant scheme;
- (d) a reference to a creditor of a company is to be read as a reference to a creditor of the relevant scheme;
- (e) a reference to a contributory or to a meeting of contributories is to be ignored;
- (f) a reference to a member of a company is to be ignored;
- (g) a reference to the property or assets of a company is to be read as a reference to the property subject to the relevant scheme;
- (h) a reference to a debt or liability of a company is to be read as a reference to a debt or liability of the relevant scheme;
- (i) a reference to the registrar of companies or to the Accountant in Bankruptcy or to the registrar of companies and the Accountant in Bankruptcy is to be read as a reference to the FCA; and
- (j) where a Rule of the Insolvency (Scotland) Rules 1986 applies a provision of the Bankruptcy (Scotland) Act 1985 which contains a reference to the debtor (except in the expression “the debtor's estate”), the Rule is to be read as if it modified the provision concerned by requiring that reference to be read as a reference to the operator.
PART 2 — Table of specific modifications of the Insolvency (Scotland) Rules 1986
| Rule | Subject | Modification |
|---|---|---|
| Part 4 (winding up by the court) | Part 4 (winding up by the court) | Part 4 (winding up by the court) |
| Chapter 1 (provisional liquidator) | Chapter 1 (provisional liquidator) | Chapter 1 (provisional liquidator) |
| 4.1 | Appointment of provisional liquidator | Paragraph (1) is to be read as if the words “or by the company itself,” were omitted. |
| 4.3 | Caution | Paragraph (a) is to be read as if the words “against the company” were omitted. |
| Chapter 3 (information) | Chapter 3 (information) | Chapter 3 (information) |
| 4.10 | Information to creditors and contributories | This Rule is to be read as if paragraph (1A) were omitted. |
| Chapter 4 (meeting of creditors and contributories) | Chapter 4 (meeting of creditors and contributories) | Chapter 4 (meeting of creditors and contributories) |
| 4.12 | First meetings in the liquidation | This Rule is to be read as if— in paragraph (1) for the words from “under section 138(3)” to “as the case may be,” there were substituted “the interim liquidator summons”; for paragraphs (2) and (2A) there were substituted— 2 That meeting is to be known as “the first meeting of creditors” and must be summoned for a date not later than 42 days after the date of the winding-up order or such longer period as the court may allow. ; and paragraph (4) were omitted. |
| 4.14 | Attendance at meetings of company’s personnel | This Rule is to be read as if paragraph (3) were omitted. A reference to the company’s personnel is to be read as a reference to— the operator and the depositary; and the directors and employees of the operator and the depositary. |
| Chapter 5 (claims in liquidation) | Chapter 5 (claims in liquidation) | Chapter 5 (claims in liquidation) |
| 4.16 | Application of the Bankruptcy (Scotland) Act 1985 | This Rule is to be read, in relation to section 49 of the Bankruptcy (Scotland) Act 1985, as if it included a modification of subsection (6A) having the effect that the operator may appeal if, and only if, it satisfies the sheriff that the participants have, or are likely to have, a pecuniary interest in the outcome of the appeal. In paragraph (2) the expression in column 2 of the table which is substituted for a reference to the expression “Debtor” in column 1 of the table is to be read, in relation to sections 22(5) and 44(2) of the Bankruptcy (Scotland) Act 1985, as a reference to— the operator; or a director or employee of the operator. |
| 4.17 | Claims in foreign currency | In paragraph (1) each reference to the company is to be read as a reference to the operator. |
| Chapter 6 (the liquidator) | Chapter 6 (the liquidator) | Chapter 6 (the liquidator) |
| 4.18 | Appointment of liquidator by the court | Paragraph (1) is to be read as if the words from “, 139(4)” to the end were omitted. |
| 4.19 | Appointment by creditors or contributories | Paragraph (2) is to be read as if the words “Subject to section 139(4)” were omitted. |
| 4.22 | Taking possession and realisation of the company’s assets | In paragraph (1)(a) the reference to any property, books, papers or records to which the company appears to be entitled is to be read as a reference to any property that appears to be property subject to the relevant scheme, and to any books, papers or records that appear to affect or relate to that property or to the affairs of the relevant scheme. In paragraph (4) the reference to any title deed or other document or record of the company is to be read as a reference to any title deed or other document or record that affects or relates to the property subject to the relevant scheme or to the affairs of the relevant scheme. |
| 4.28 | Resignation of liquidator | Paragraph (2) is to be read as if the words from “and a statement” to the end were omitted. |
| 4.31 | Final meeting | Paragraph (2) is to be read as if the words from “and a statement” to the end were omitted. |
| 4.38 | Power of court to set aside certain transactions | Paragraph (1) is to be read as if the court’s power to order the liquidator to compensate the company for loss suffered in consequence of a transaction which is set aside included power to order the liquidator, by way of compensation for loss suffered in consequence of such a transaction, to contribute any sum to the property subject to the relevant scheme. |
| Chapter 7 (the liquidation committee) | Chapter 7 (the liquidation committee) | Chapter 7 (the liquidation committee) |
| 4.41 | Membership of committee | Paragraph (1) is to be read as if the words “Subject to Rule 4.43 below,” were omitted. |
| 4.43 | Committee established by contributories | This Rule does not apply. |
| 4.59 | Composition of committee when creditors paid in full | This Rule is to be read as if— at the end of paragraph (3) there were inserted “and the committee is abolished”; and paragraphs (4) to (7) were omitted. |
| Chapter 9 (distribution of company’s assets by liquidator) | Chapter 9 (distribution of company’s assets by liquidator) | Chapter 9 (distribution of company’s assets by liquidator) |
| 4.66 | Order of priority in distribution | Paragraph (4) is to be read as if the words “Subject to the provisions of section 175,” were omitted. In paragraph (5) the reference to the members is to be read as a reference to the participants. |
| 4.67 | Order of priority of expenses of liquidation | In paragraph (3)— the reference to proceedings by or against the company is to be read as a reference to proceedings brought by or against the operator for the resolution of any matter relating to the relevant scheme; and the reference to the power of any court to order expenses to be paid by the company is to be read as a reference to the power of any court to order expenses to be paid out of the property subject to the relevant scheme. |
| 4.68 | Application of the Bankruptcy (Scotland) Act 1985 (procedure after end of accounting period) | This Rule is to be read, in relation to section 53 of the Bankruptcy (Scotland) Act 1985, as if it included a modification of subsection (6A) having the effect that the operator may appeal if, and only if, it satisfies the Accountant in Bankruptcy84 or, as the case may be, the sheriff that the participants have, or are likely to have, a pecuniary interest in the outcome of the appeal. |
| Chapter 10 (special manager) | Chapter 10 (special manager) | Chapter 10 (special manager) |
| 4.69 to 4.73 | Special manager | These Rules do not apply. |
| Chapter 11 (public examination of company officers and others) | Chapter 11 (public examination of company officers and others) | Chapter 11 (public examination of company officers and others) |
| 4.75 | Order on request by creditors or contributories | In paragraph (2) the reference to the proposed examinee’s relationship to the company is to be read as a reference to that person’s interest in the relevant scheme or dealings with the operator. |
| Chapters 13, 14 and 15 | Chapters 13, 14 and 15 | Chapters 13, 14 and 15 |
| 4.78 to 4.82 | Company with prohibited name | These Rules do not apply. |
| 4.83 and 4.84 | EC Regulation | These Rules do not apply. |
| Part 7 (provisions of general application) | Part 7 (provisions of general application) | Part 7 (provisions of general application) |
| Chapter 2 (proxies and company representation) | Chapter 2 (proxies and company representation) | Chapter 2 (proxies and company representation) |
| 7.18 | Right of inspection | In paragraph (3) the right of inspection exercisable in the case of an insolvent company by its directors is exercisable in the case of the relevant scheme by the operator or the depositary. |
| Chapter 3 (miscellaneous) | Chapter 3 (miscellaneous) | Chapter 3 (miscellaneous) |
| 7.21A and 7.21B | Contents of notices | Instead of the particulars in paragraph (3) of each of these Rules all notices published must specify the name of the relevant scheme and the name and registered office (or principal place of business) of the operator and of the depositary. |
| 7.26 | Right to list of creditors and copy documents | In paragraph (2A)85 the first reference to a member is to be read as a reference to a participant. |
| 7.27 | Confidentiality of documents | In paragraph (1)(b) the reference, in relation to the winding up of a company, to the company’s members is to be read, in relation to the winding up of a relevant scheme, as a reference to— the operator or depositary of the relevant scheme; or the participants in it. |
| 7.30 | Forms for use in insolvency proceedings | Any form prescribed for use by this Rule which is used in proceedings for winding up a relevant scheme is to be read with the modifications set out in this Schedule (so far as applicable for the form concerned). The reference to the use of a form with such variations as circumstances require includes a reference to its use with such variations as are necessary to take account of applicable modifications. |
| 7.32 | Power of court to cure defects in procedure | The table in paragraph (2) is to be read as if the entry for the expression “Debtor” were omitted. In the entry for the expression “Permanent trustee” the reference to “Responsible insolvency practitioner” is to be read as a reference to the responsible insolvency practitioner in proceedings for winding up the relevant scheme. |
| 7.33 | Sederunt book | Paragraph (7) is to be read as if for sub-paragraph (d) there were substituted— d in the case of a winding up, the date on which the liquidator vacates office under section 172(8) or the date of a certificate of release issued by the Accountant of Court . |
| 7.34 | Disposal of company’s books, papers and other records | In paragraphs (1), (2) and (3) a reference to the company’s books, papers and records is to be read as a reference to all books, papers and other records affecting or relating to the affairs of, or the property subject to, the relevant scheme. In paragraph (3) the reference to the date which is 12 months after the dissolution of the company shall be read as a reference to the date which is 12 months after the date of a notice given by the liquidator in compliance with Rule 4.31(4) which states that the liquidator has been released. |
| 7.36 | Information about time spent on a case | In paragraph (2)(b) the reference, in relation to a company, to any director is to be read, in relation to a relevant scheme, as a reference to the operator or depositary of the relevant scheme. |
SCHEDULE 5 — Co-ownership schemes: application of the Insolvency Rules (Northern Ireland) 1991
PART 1 — Application of Rules with modifications
1
In relation to the winding up of a relevant scheme under the 1989 Order, Rules 0.1 to 0.7 (introductory provisions), Parts 4 and 7 to 12 of the Insolvency Rules (Northern Ireland) 1991 , in so far as they apply to the winding up of an unregistered company, apply with—
- (a) the general modifications set out in paragraphs 2 and 3;
- (b) any other modification specified in the Table in Part 2 of this Schedule; and
- (c) any other necessary modification.
2
Unless the context otherwise requires and subject to any modification specified in the Table in Part 2 of this Schedule which has a contrary effect, the general modifications are the modifications made in sub-paragraphs (a) to (h) of paragraph 2 of Schedule 3 (read as if set out in this paragraph), except that sub-paragraph (c) is to be read as if for “section 222(1)(a)” there were substituted “ Article 186(1) ”.
3
A reference to the registrar is to be read as a reference to the FCA.
PART 2 — Table of specific modifications of the Insolvency Rules (Northern Ireland) 1991
| Rule | Subject | Modification |
|---|---|---|
| Part 4 (companies winding up) | Part 4 (companies winding up) | Part 4 (companies winding up) |
| Chapter 1 (the scheme of Part 4) | Chapter 1 (the scheme of Part 4) | Chapter 1 (the scheme of Part 4) |
| 4.002 | Winding up by the court: the various forms of petition | Paragraph (2) is to be read as if— the reference to the company included a reference to the operator of a relevant scheme; and the words “the directors,” and “the official receiver,” were omitted. |
| Chapter 2 (the statutory demand) | Chapter 2 (the statutory demand) | Chapter 2 (the statutory demand) |
| 4.004 | Preliminary | In paragraph (2) the reference to a company is to be read as a reference to the operator of a relevant scheme. |
| 4.005 | Form and content of statutory demand | In paragraph (2)(a) the reference to the company’s liability is to be read as a reference to the liability of the relevant scheme in relation to which the statutory demand has been served. |
| 4.006 | Information to be given in statutory demand | In paragraph (1)(c) the reference to the company is to be read as a reference to the operator of the relevant scheme in relation to which the statutory demand has been served. |
| Chapter 3 (petition to winding-up order) | Chapter 3 (petition to winding-up order) | Chapter 3 (petition to winding-up order) |
| 4.007 | Presentation and filing of petition | Paragraph (3) is to be read as if the words “If the petitioner is other than the company itself,” were omitted. |
| 4.008 | Service of petition | This Rule is to be read as if paragraph (2) required the petition is to be served at the registered office or principal place of business of the operator and of the depositary. Paragraphs (3) to (5) apply in relation to the operator and in relation to the depositary as they apply in relation to a company on which a petition is served. |
| 4.010 | Other persons to receive copies of petition | This Rule is to be read as if there were substituted for paragraphs (1) to (5)— 1 The petitioner must send a copy of the petition to the FCA. . |
| 4.011 | Notice and advertisement of petition | The advertisement must state (instead of the particulars in paragraph (5)(a)) the name of the relevant scheme, the name and registered office (or principal place of business) of the operator and of the depositary and, if service of the petition was effected overseas, the address at which it was effected. |
| 4.013 | Persons entitled to copy of petition | This Rule is to be read as if the word “director,” were omitted. |
| 4.015 | Dismissal or withdrawal of petition | In paragraph (1)(c) the reference to the company is to be read as a reference to the operator and the depositary. |
| 4.018 | Affidavit by company in opposition | In this Rule— each reference to the company is to be read as a reference to the operator; and paragraph (1) is to be read as if it required the operator to file an affidavit only with the depositary’s consent. |
| Chapter 4 (petition by contributories) | Chapter 4 (petition by contributories) | Chapter 4 (petition by contributories) |
| 4.024 to 4.026 | Petition by contributories | These Rules do not apply. |
| Chapter 5 (provisional liquidator) | Chapter 5 (provisional liquidator) | Chapter 5 (provisional liquidator) |
| 4.027 | Appointment of provisional liquidator | Paragraph (1) is to be read as if it provided that an application for the appointment of a provisional liquidator may be made by the operator, the depositary, the FCA or a creditor. |
| 4.031 | Security | In paragraph (2)(a) the reference to the making of an order on the company is to be read as a reference to the making of an order on the operator and the depositary. |
| Chapter 6 (Statement of affairs and other information) | Chapter 6 (Statement of affairs and other information) | Chapter 6 (Statement of affairs and other information) |
| 4.043 | Submission of accounts | A reference to the accounts of the company is to be read as a reference to the accounts relating to the affairs of the relevant scheme. |
| Chapter 7 (information to creditors and contributories) | Chapter 7 (information to creditors and contributories) | Chapter 7 (information to creditors and contributories) |
| 4.047 | Reports by official receiver | This Rule is to be read as if paragraphs (1A) and (1B) were omitted. |
| 4.052 | Winding up stayed | In paragraph (2) the reference to the company is to be read as a reference to the operator. |
| Chapter 8 (meetings of creditors and contributories) | Chapter 8 (meetings of creditors and contributories) | Chapter 8 (meetings of creditors and contributories) |
| 4.065 | Attendance at meetings of company’s personnel | A reference to the company’s personnel is to be read as a reference to— the operator and the depositary; and the directors and employees of the operator and the depositary. |
| Chapter 9 (proof of debts in a liquidation) | Chapter 9 (proof of debts in a liquidation) | Chapter 9 (proof of debts in a liquidation) |
| 4.085 | Liquidator to allow inspection of proofs | The reference to any contributory of the company is to be read as a reference to the operator or the depositary. |
| 4.089 | Appeal against decision on proof | In paragraph (3) the reference to a contributory is to be read as a reference to the operator or the depositary. |
| 4.096 | Mutual credits and set-off | A reference to mutual credits, mutual debts or other mutual dealings between the company and any creditor is to be read as a reference to mutual credits etc. between the operator on behalf of the participants and a creditor, and a reference to any obligation to or from the company, or any sum due or owed to, or due from, the company is to be read accordingly. |
| Chapter 10 (secured creditors) | Chapter 10 (secured creditors) | Chapter 10 (secured creditors) |
| 4.104 | Test of security’s value | In paragraph (2) the reference to the liquidator on behalf of the company is to be read as a reference to the liquidator acting in the best interests of the relevant scheme. |
| Chapter 11 (the liquidator) | Chapter 11 (the liquidator) | Chapter 11 (the liquidator) |
| 4.131 | Release of official receiver | This Rule is to be read as if paragraph (2A) were omitted. |
| 4.132 | Final meeting | This Rule is to be read as if paragraph (2A) were omitted. |
| 4.135 | Other matters affecting remuneration | Paragraph (3) is to be read as if for the words “act on behalf of the company” there were substituted “act in the liquidation”. |
| 4.145 | Liquidator’s duties on vacating office | A reference to the company’s books, papers and other records is to be read as a reference to all books, papers and other records affecting or relating to the affairs of, or the property subject to, the relevant scheme. |
| 4.157 | Power of court to set aside certain transactions | Paragraph (1) is to be read as if the court’s power to order the liquidator to compensate the company for loss suffered in consequence of a transaction which is set aside included power to order the liquidator, by way of compensation for loss suffered in consequence of such a transaction, to contribute any sum to the property subject to the relevant scheme. |
| Chapter 12 (the liquidation committee) | Chapter 12 (the liquidation committee) | Chapter 12 (the liquidation committee) |
| 4.160 | Membership of committee | Paragraph (1) is to be read as if the words “Subject to Rule 4.162,” were omitted. |
| 4.162 | Committee established by contributories | This Rule does not apply. |
| 4.179 | Composition of committee when creditors paid in full | This Rule is to be read as if— at the end of paragraph (4) there were inserted “and the committee is abolished”; and paragraphs (5) to (9) were omitted. |
| Chapter 14 (collection and distribution of company’s assets by liquidator | Chapter 14 (collection and distribution of company’s assets by liquidator | Chapter 14 (collection and distribution of company’s assets by liquidator |
| 4.190 | Debts of insolvent company to rank equally | This Rule is to be read as if the references to preferential debts were omitted. |
| Chapter 15 (disclaimer) | Chapter 15 (disclaimer) | Chapter 15 (disclaimer) |
| 4.198 | Communication of disclaimer to persons interested | In paragraph (2) the reference to a person who claims under the company as underlessee or mortgagee is to be read as a reference to a person claiming as underlessee or mortgagee under the leasehold title which is held by the depositary (or a person nominated by the depositary to hold the leasehold title). |
| Chapters 16, 17 and 18 | Chapters 16, 17 and 18 | Chapters 16, 17 and 18 |
| 4.205 to 4.211 | Settlement of list of contributories | These Rules do not apply. |
| 4.212 to 4.215 | Calls | These Rules do not apply. |
| 4.216 to 4.220 | Special manager | These Rules do not apply. |
| Chapter 19 (public examination of company officers and others) | Chapter 19 (public examination of company officers and others) | Chapter 19 (public examination of company officers and others) |
| 4.223 | Order on request by creditors or contributories | In paragraph (3) the reference to the relationship which the proposed examinee has, or has had, to the company is to be read as a reference to that person’s interest in the relevant scheme or dealings with the operator. |
| Chapter 20 (order of payment of costs out of assets) | Chapter 20 (order of payment of costs out of assets) | Chapter 20 (order of payment of costs out of assets) |
| 4.228 | General rule as to priority | Paragraph (2) is to be read as if sub-paragraph (b) were omitted. Paragraph (3) is to be read as if the words “Subject as provided in Rules 4.228A to 4.228E,” were omitted. In paragraphs (2) and (3) a reference to any legal action or proceedings or any arbitration or other dispute resolution procedure which the liquidator has power to bring or defend in the name of the company is to be read as a reference to such action, proceedings or procedure which the liquidator has power to bring or defend on behalf of the participants. |
| 4.228A to 4.228E | Litigation expenses and property subject to a floating charge | These Rules do not apply. |
| 4.230 | Saving for powers of the court | In paragraph (2)— the reference to proceedings by or against the company is to be read as a reference to proceedings brought by or against the operator for the resolution of any matter relating to the relevant scheme; and the reference to the power of any court to order costs to be paid by the company is to be read as a reference to the power of any court to order costs to be paid out of the property subject to the relevant scheme. |
| Chapter 21 (miscellaneous rules) | Chapter 21 (miscellaneous rules) | Chapter 21 (miscellaneous rules) |
| 4.231 and 4.232 | Order authorising a return of capital | These Rules do not apply. |
| 4.233 | Statement to registrar under Article 162 | This Rule is to be read as if paragraph (2) were omitted. |
| 4.234 and 4.235 | Dissolution after winding up | These Rules do not apply. |
| Chapters 22 and 23 | Chapters 22 and 23 | Chapters 22 and 23 |
| 4.236 to 4.240 | Leave to act as director, etc., of company with prohibited name | These Rules do not apply. |
| 4.241 | EC Regulation – member state liquidator | This Rule does not apply. |
| Part 7 (court procedure and practice) | Part 7 (court procedure and practice) | Part 7 (court procedure and practice) |
| 7.05 | Preliminary | The reference to a petition for a winding-up order under Part V is to be read as a reference to a petition presented under regulation 17(9). |
| 7.27 | Right to inspect the file | In paragraph (2)(a)— the reference to a director or officer of the company is to be read as a reference to the operator and the depositary; and the reference to a member of the company is to be read as a reference to a participant. |
| 7.37 | Costs and expenses of witnesses | In paragraph (1) the reference to an officer of the insolvent company is to be read as a reference to— the operator or any person who is employed by the operator; or the depositary or any person who is employed by the depositary. |
| 7.51 | Restriction on concurrent proceedings and remedies | The reference to the property of a company is to be read as a reference to the property subject to a relevant scheme. |
| Part 8 (proxies and company representation) | Part 8 (proxies and company representation) | Part 8 (proxies and company representation) |
| 8.5 | Right of inspection | In paragraph (3) the right of inspection exercisable in the case of an insolvent company by its directors is exercisable in the case of the relevant scheme by the operator or the depositary. |
| Part 12 (miscellaneous and general) | Part 12 (miscellaneous and general) | Part 12 (miscellaneous and general) |
| 12.08 | Forms for use in insolvency proceedings | Any form prescribed for use by this Rule which is used in proceedings for winding up a relevant scheme is to be read with the modifications set out in this Schedule (so far as applicable for the form concerned). This Rule is to be read, in relation to such a form, as subject to a requirement to vary the form as necessary to take account of applicable modifications. |
| 12.17 | Charge for copy documents | The first reference to a member is to be read as a reference to a participant. |
| 12.20 | False claim of status as creditor, etc. | In paragraph (1)— each reference to the Rules is to be read as a reference to the Rules as modified by this Schedule; and the reference to the members of a company is to be read, in relation to the winding up of a relevant scheme, as a reference to— the operator or depositary of the relevant scheme; or the participants in it. |
Signed
Desmond Swayne — Anne Milton — Two of the Lords Commissioners of Her Majesty's Treasury — 2013-06-05
Explanatory note
(This note is not part of the Regulations)
Footnotes
2
1972 c. 68. Section 2(2) was amended by the Legislative and Regulatory Reform Act 2006 (c. 51), section 27(1)(a), and by the European Union (Amendment) Act 2008 (c. 7), section 3 and the Schedule, Part 1.
5
Section 261M is inserted by regulation 3(12) of these Regulations.
6
Section 237 was amended by S.I. 2011/1613 and by the Financial Services Act 2012 (c. 21), Schedule 18, paragraph 9(1) and (2)(a). This definition is inserted by regulation 3(6) of these Regulations.
8
The definition of “the operator” in section 237(2) is amended by regulation 3(6)(b) of these Regulations.
9
Section 235A is inserted by regulation 3(5) of these Regulations.
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