The Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024 provide a revised scheme for decision-making in all insolvency procedures from 6 April 2017. The detailed provisions for decision-making are set out in IR 2016, SI 2016/1024, Pt 15. Qualifying decision procedures There are five decision procedures under section 246ZE of the Insolvency Act 1986 (IA 1986) by which a convener may seek a decision under IA 1986 or IR 2016, SI 2016/1024, from creditors: • correspondence • electronic voting • virtual meeting • physical meeting, or • any other decision making procedure which enables all creditors who are entitled to participate in the making of the decision to participate equally For further reading on the decision procedures, voting in a decision procedure, the requisite majorities and challenging a decision made by a convenor or chair, see Practice Notes: • The decision-making procedures and deemed consent • Voting and creditors' decision procedures Deemed consent The deemed consent procedure is a procedure whereby a decision is made by the creditors

The Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024 provide a revised scheme for decision-making in all insolvency procedures. The detailed provisions for decision-making are set out in IR 2016, SI 2016/1024, Pt 15. This Practice Note covers the practicalities of constituting a liquidation committee and the creditors’ decision process in liquidation generally. In practice, a liquidation committee is of great significance in liquidations which are large and complicated. The liquidation committee Liquidators must seek decisions by deemed consent or a qualifying decision procedure. Physical meetings can only be held if requested by the relevant minimum number of creditors under section 246ZE of the Insolvency Act 1986 (IA 1986) but can be requested by the creditors prior to delivery of the notice of deemed consent or qualifying decision procedure. In a creditors’ voluntary liquidation, the creditors will be invited to decide whether a liquidation committee should be established and invite nominations for membership of the committee at the same time as the directors request their nomination of a liquidator either

This Practice Note discusses the formalities and practicalities of creditor decision-making in an individual voluntary arrangement (IVA). General It is the creditors who decide whether and, if so, to what extent an IVA proposal should be accepted. Physical meetings are not the default decision-making procedure and the nominee may choose a qualifying decision procedure to obtain the creditors’ decision on the proposal. These are set out in the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024, Pt 15. The relevant decision procedure or meetings will be under the control of the convener or chair who is invariably the nominee, unless the latter is unable to attend when a replacement will attend on their behalf. Creditors’ consideration of the proposal The starting point for any IVA is the debtor’s proposal. IR 2016, SI 2016/1024, r 8.3 sets out the prescribed content of an IVA proposal. If the debtor does not seek an interim order, the nominee must confirm to creditors their view on the viability of the debtor’s IVA

The process by which a company may be voluntarily wound up when insolvent is referred to as a creditors’ voluntary liquidation (CVL). A CVL is a voluntary process instigated by a board of directors calling a general meeting of the company for the members to consider a resolution to wind-up the company. It is often seen as an alternative to the company being wound up by the court on a petition presented against it, typically by a creditor. It should be noted that a creditor is unable to voluntarily

This Checklist sets out the position in relation to a creditors’ voluntary liquidation (CVL). Notifications The appointed liquidator must send the following to the registrar of companies: • a copy of the statement of affairs must be delivered within five business days after the completion of the decision procedure or deemed consent procedure in respect of the appointment of the liquidator • a copy of the notice of appointment of liquidator must be sent within 14 days of the liquidator’s appointment. The registrar of companies should be notified using Form 600 If the liquidator decides to change the company’s registered office to their place of business, they should also send to the registrar of companies a copy of the change of registered office (if this has not already been done). In February 2014, Companies House issued guidance providing answers to frequently asked questions about insolvency filings at Companies House (last updated on 10 March 2022). The guidance includes a list of the relevant forms which the liquidator must file

Pensions analysis: The claimants sought to enforce judgments against the defendants out of personal pension funds held by third parties. They applied for a third party debt order, together with an order under section 37 of the Senior Courts Act 1981 (SCA 1981) that the defendants take any necessary steps to draw from the funds the benefits to which they were entitled. When the applications were made, the third parties did not hold money for the defendants. Interim orders were made, but the court held that a third party debt order could not be made until the relevant third party held money which was owing to a defendant and the appropriate course was to apply first for an order under section 37. The court was not constrained by concerns that the effect of the order would be to restrain the debtor from receiving the pension, a point which arises in relation to occupational pension schemes. Written by Elizabeth Ovey, barrister at Radcliffe Chambers.

This Agreement is made [insert day and month] 20[insert year] Parties 1 [Insert name of lender] a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at [insert address]; 2 [Insert name of lender] a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at [insert address]; 3 [Insert name of lender] a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at [insert address], (each a Committee Member and together the Committee Members) whose contact details are set out in Schedule 1; and 4 [Insert name of the debtor company] a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at [insert address] (the Company). Recitals (A) The Company is negotiating with it's Lenders to agree a restructuring of its[ business and] debt. (B) The Company [is seeking to negotiate OR has negotiated] a[ Standstill Agreement and] Restructuring Agreement with certain Lenders. (C) The Committee Members have agreed to form a Creditor's Committee[ at the request of the Company]. (D) [Insert name of chair] has agreed to act

An administrative receiver can not be appointed under a qualifying floating charge as defined by Schedule B1 to the Insolvency Act 1986 (IA 1986), created on or after 15 September 2003, except in a very limited set of circumstances. To all intents and purposes, a debenture holder will invariably appoint an administrator. The Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024 provide a scheme for decision-making in all insolvency procedures. The detailed provisions for decision-making are set out in IR 2016, SI 2016/1024, Pt 15. Relationship between the administrative receiver and creditors IA 1986, s 47(3) imposes an obligation on the following persons to make out and submit a statement of affairs to an administrative receiver: • those who are or have been officers of the company • those who have taken part in the company’s formation at any time within one year before the date of the appointment of the administrative receiver • those who are in the company’s employment, or have been in its employment within that year,

The Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024 provide a revised scheme for decision-making in all insolvency procedures from 6 April 2017. The detailed provisions for decision-making are set out in IR 2016, SI 2016/1024, Pt 15. The prescribed decision procedures There are five decision procedures which allow a trustee in bankruptcy (trustee) to obtain a decision from a bankrupt’s creditors pursuant to section 379ZA of the Insolvency Act 1986 (IA 1986), namely: • correspondence • electronic voting • virtual meeting • physical meeting, or • any other decision-making procedure which enables equal participation by all creditors Seeking a decision without a meeting Correspondence If a decision is sought by correspondence, creditors will only be able to accept or reject a proposed decision. Electronic voting This is similar to correspondence in that creditors will only be able to accept or reject a proposed decision. Where electronic voting is to be used: • the notice delivered to creditors must provide any necessary information to allow the creditor to access the voting system

The Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024, which came into effect on 6 April 2017, introduced the deemed consent procedure and creditors’ decision procedures as the default mechanisms for insolvency practitioners (IPs) to engage with creditors, rather than holding physical meetings. It is still possible for creditors to request a physical meeting if they reject the deemed consent procedure or creditors’ decision procedure put forward by the IP. To do so requires 10% in value of creditors, 10% in number of creditors or ten creditors. The rules regarding proxies therefore remain relevant for physical meetings. For further reading on the various decision-making procedures, see Practice Note: The decision-making procedures and deemed consent. What is a proxy? A proxy is a document made by a creditor, member or contributory which directs or authorises an individual, the proxy-holder, to act as their representative at a meeting or meetings by speaking, voting, abstaining or proposing resolutions. A proxy may be either a specific proxy which relates to a specific meeting or a continuing proxy for

The Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024 set out the process for decision-making in all insolvency procedures at IR 2016, SI 2016/1024, Pt 15. General schemes of arrangement Section 895 of the Companies Act 2006 (CA 2006) enables a company and its creditors (or any class of creditors), as well as the company and its members (or any class of its members) to carry out a restructuring pursuant to a compromise or arrangement. When any such compromise or arrangement is proposed, the court may on the application of (i) the company or (ii) any creditor or (iii) any member, as the case may be, or (iv) any liquidator or administrator, should there be one, order a meeting of the creditors (or class of creditors) or members (or class of members) to be called. If a majority in value representing three-quarters in value of each of the said groups present in person or by proxy agree, and provided it is sanctioned by the court, the scheme will be binding upon all the

Voluntary process to wind up company, an alternative to liquidation'>Compulsory liquidation.