In force2020 Revised Edition

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Insolvency, Restructuring and Dissolution Act 2018 · 2020 Revised Edition · Part 8 · Winding Up

165. Duty of liquidator to call creditors’ meeting, and alternative provisions as to annual meetings, in case of insolvency

(1)

If the liquidator is at any time of the opinion that the company will not be able to pay or provide for the payment of its debts in full within the period stated in the declaration made under section 163(1), the liquidator must immediately summon a meeting of the creditors and lay before the meeting a statement of the assets and liabilities of the company.

(2)

In summoning a meeting of creditors under subsection (1), the liquidator must —

(a)

summon the meeting for a day not later than 30 days after the day on which the liquidator formed that opinion under subsection (1);

(b)

send notices of the creditors’ meeting to the creditors not less than 7 days before the day on which that meeting is to be held;

(c)

cause notice of the creditors’ meeting to be advertised in the Gazette and at least one English local daily newspaper; and

(d)

during the period before the day on which the creditors’ meeting is to be held, furnish the creditors free of charge with such information concerning the affairs of the company as the creditors may reasonably require.

(3)

A notice summoning a meeting under subsection (1) must draw the attention of the creditors to —

(a)

the right conferred upon the creditors by subsection (2)(d); and

(b)

the right conferred upon the creditors by subsection (5).

(4)

The statement of the assets and liabilities of the company mentioned in subsection (1) must show —

(a)

particulars of the company’s assets, debts and liabilities;

(b)

the names and addresses of the company’s creditors;

(c)

the securities held by the company’s creditors respectively;

(d)

the dates when the securities mentioned in paragraph (c) were respectively given; and

(e)

such further or other information as may be prescribed.

(5)

The creditors may, at the meeting summoned under subsection (1), appoint a person to be the liquidator for the purpose of winding up the affairs and distributing the assets of the company in place of the liquidator appointed by the company.

(6)

If the creditors appoint a person under subsection (5), the winding up is to proceed after the appointment as if the winding up were a creditors’ voluntary winding up.

(7)

Within 7 days after a meeting has been held under subsection (1), the liquidator or, if some other person has been appointed by the creditors to be the liquidator, the person so appointed must lodge with the Registrar of Companies and with the Official Receiver a notice in the prescribed form, and if default is made in complying with this subsection, the liquidator or the person so appointed (as the case may be) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.

(8)

Where the liquidator has convened a meeting under subsection (1) and the creditors do not appoint a person to be the liquidator in place of the liquidator appointed by the company —

(a)

the winding up is to proceed after the meeting as if the winding up were a creditors’ voluntary winding up; but(b)the liquidator is not required to summon an annual meeting of creditors at the end of the first year after the commencement of the winding up, if the meeting held under subsection (1) was held less than 3 months before the end of that year.

Terms defined in this Act

charge
Defined · s 61
“charge” has the meaning given by section 4(1) of the Companies Act 1967;
Open s 61
commencement of the winding up
Defined · s 217
“commencement of the winding up”, in relation to a company, means —(a)in a case where the company is being wound up under an order of the Court made at a time when the company was being wound up voluntarily — the time of the commencement of the voluntary winding up as determined in accordance with paragraph (d) or (e);(b)in a case where a company is being wound up under an order of the Court on an application made while the company was in judicial management — the time of the commencement of the judicial management as determined in accordance with this section;(c)in a case where a company is being wound up under an order of the Court in any other case — the time of the making of the winding up application;(d)in a case where the company is being wound up voluntarily and a provisional liquidator has been appointed before the resolution for voluntary winding up was passed — the time when the declaration mentioned in section 161(1) was lodged with the Registrar of Companies; or(e)in any other case where the company is being wound up voluntarily — the time of the passing of the resolution for voluntary winding up.
Open s 217
company
Defined · s 2
“company” has the meaning given by section 4(1) of the Companies Act 1967;
Open s 2
default penalty
Defined · s 61
“default penalty” means a default penalty within the meaning given by section 267;
Open s 61
liquidator
Defined · s 2
“liquidator” includes the Official Receiver when acting as the liquidator of a corporation;
Open s 2
Official Receiver
Defined · s 2
“Official Receiver” means the Official Receiver appointed under section 17(1) and includes a Deputy Official Receiver, a Senior Assistant Official Receiver and an Assistant Official Receiver;
Open s 2
Registrar of Companies
Defined · s 2
“Registrar of Companies” means the Registrar of Companies appointed under section 8 of the Companies Act 1967 and includes any Deputy or Assistant Registrar of Companies;
Open s 2