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The Insolvency (Miscellaneous Amendments) Regulations 2017

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SCHEDULES

Regulation 2

SCHEDULE 1LIMITED LIABILITY PARTNERSHIPS

PART 1Application of the Insolvency Act 1986 and the Insolvency (England and Wales) Rules 2016

1.—(1) The Limited Liability Partnerships Regulations 2001(1) are amended as follows—

(2) In paragraph 3 of Part 2 of Schedule 6 for “Insolvency Rules 1986” substitute “Insolvency (England and Wales) Rules 2016”(2).

2.—(1) The Insolvency (England and Wales) Rules 2016 (Consequential Amendments and Savings) Rules 2017(3) are amended as follows—

(2) Omit rule 3(b).

3.—(1) The Deregulation Act 2015 and Small Business, Enterprise and Employment Act 2015 (Consequential Amendments) (Savings) Regulations 2017(4) are amended as follows—

(2) Omit regulation 4(2)(b).

PART 2Amendments to the Limited Liability Partnerships Regulations 2001, England and Wales

4.  The Limited Liability Partnerships Regulations 2001 are amended as follows.

Part 2 of Schedule 2

5.  Omit Part 2 of Schedule 2.

Schedule 3

6.  Schedule 3 is amended as follows.

7.  For the item relating to subsection (2) of section 2(5) substitute—

Provisions

Section 2 (procedure where the nominee is not the liquidator or administrator)

Modifications
subsection (2)

In paragraph (b) omit “a meeting of the company and by”.

Omit paragraph (c).

8.  For the items relating to subsections (1) and (2) of section 3 substitute—

Provisions

Section 3 (summoning of meetings)

Modifications
subsection (1)

For subsection (1) substitute—

“(1) Where the nominee under section 1 is not the liquidator or administrator, and it has been reported to the court under section 2(2) that the proposal should be considered by the creditors of the limited liability partnership, the person making the report shall (unless the court otherwise directs) seek a decision from the creditors of the limited liability partnership as to whether they approve the proposal.”.

subsection (2)Omit paragraph (a).

9.  For the item relating to subsection (1) of section 4(6) substitute—

Provisions

Section 4 (decisions of meetings)

Modifications
subsection (1)Omit paragraph (a).

10.  After the item relating to subsection (1) of section 4 insert—

Provisions

Section 4 (decisions of meetings)

Modifications
subsection (1A)For “The company and its creditors” substitute “The creditors of the limited liability partnership”.
subsection (3)For “Neither the company nor its creditors” substitute “The creditors of the limited liability partnership may not”.
subsection (4)For “Neither the company nor its creditors” substitute “The creditors of the limited liability partnership may not”.

11.  For the item relating to subsection (5) of section 4 substitute—

Provisions

Section 4 (decisions of meetings)

Modifications
subsection (5)Omit “the meeting of the company and”.

12.  For the item relating to new subsection (5A) of section 4 substitute—

Provisions

Section 4 (decisions of meetings)

Modifications
new subsection (5A)

Insert a new subsection (5A) as follows—

“(5A) If modifications to the proposal are proposed by creditors, the nominee under section 1(2) must, before the date on which the creditors are to be asked whether to approve the proposed voluntary arrangement, ascertain from the limited liability partnership whether or not it agrees to the proposed modifications; and if at that date the limited liability partnership has failed to respond to a proposed modification, it shall be presumed not to have agreed to it.”

13.  For the item relating to subsection (6) of section 4 substitute—

Provisions

Section 4 (decisions of meetings)

Modifications
subsection 6Omit.

14.  After the item relating to subsection (6) of section 4 insert—

Provisions

Section 4 (decisions of meetings)

Modifications
subsection (6A)

In paragraph (a) after “creditors’ decision” insert “(including, where modifications to the proposal were proposed, the response of the limited liability partnership)”.

In paragraph (b) after “be prescribed” insert “and to the limited liability partnership”.

15.  For the item relating to subsection (2) of section 4A(7) substitute—

Provisions

Section 4A (approval of arrangement)

Modifications
subsection (2)

In paragraph (a) for “meeting of the company summoned under section 3 and by the company’s creditors pursuant to that section, or”, substitute “the creditors of the limited liability partnership pursuant to section 3”;

Omit paragraph (b).

16.  After the item relating to subsection (5) of section 4A insert—

Provisions

Section 4A (approval of arrangement)

Modifications
subsection (5A)Omit.

17.  For the item relating to subsection (4) of section 5(8) substitute—

Provisions

Section 5 (effect of approval)

Modifications
subsection (4)In paragraph (a) for “each of the reports required by section 4(6) and (6A)” substitute “the report required by section 4(6A)”.

18.  For the items relating to subsections (1) to (5) of section 6(9) substitute—

Provisions

Section 6 (challenge of decisions)

Modifications
subsection (1)In paragraph (b) omit “the meeting of the company, or in relation to”.
subsection (2)

In paragraph (a) omit “at the meeting of the company or”.

After paragraph (aa) insert a new paragraph as follows—

“(ab) any member of the limited liability partnership; and”.

Omit the word “and” at the end of paragraph (b).

Omit paragraph (c).”

subsection (3)In paragraph (a) for “each for the reports required by section 4(6) and (6A)” substitute “the report required by section 4(6A)”.
subsection (4)

For subsection (4) substitute the following—

“(4) Where on such an application the court is satisfied as to either of the grounds mentioned in subsection (1), it may do either of the following, namely—

(a) revoke or suspend any decision approving the voluntary arrangement which has effect under section 4A or, in a case falling within subsection (1)(b) any decision taken in the relevant qualifying decision procedure which has effect under that section;

(b) direct any person—

(i) to seek a decision from the creditors of the limited liability partnership, using a qualifying decision procedure, as to whether they approve any revised proposal the person who made the original proposal may make; or

(ii) in a case falling within subsection (1)(b) and relating to the relevant qualifying decision procedure, to seek a decision from the creditors of the limited liability partnership, using a qualifying decision procedure, as to whether they approve the original proposal.”

subsection (5)Omit “or (c)”.

19.  After the item relating to subsection (5) of section 6 insert—

Provisions

Section 6 (challenge of decisions)

Modifications
subsection (7)(10)Omit paragraph (a).

20.  For the item relating to subsection (2) of section 7(11) substitute—

Provisions

Section 7 (implementation of proposal)

Modifications
subsection (2)In paragraph (a) for “company or its creditors (or both)” substitute “creditors of the limited liability partnership”.

21.—(1) This paragraph applies to the items which apply where a proposal under section 1 has been made, where the limited liability partnership is in administration, by the administrator or, where the limited liability partnership is being wound up, by the liquidator.

(2) For the item relating to subsection (2) of section 2 substitute—

Provisions

Section 2

Modifications
subsection (2)In paragraph (b) for “the company” substitute “members of the limited liability partnership”.

(3) For the item relating to subsection (2) of section 3 substitute—

Provisions

Section 3 (summoning of meetings)

Modifications
subsection (2)In paragraph (a) for “the company” substitute “members of the limited liability partnership”.

22.  Omit the item relating to subsection (1) of section 73 (including the heading).

23.  Omit the items relating to subsections (1) and (6) and new subsection (5A) of section 94 (including the heading).

24.  Omit the item relating to subsection (7) of section 95.

25.  For the item relating to paragraph (a) of section 96 substitute—

Provisions

Section 96 (conversion to creditors’ voluntary winding up)

Modifications
subsection (2)For “directors” substitute “designated members”.

26.  Omit the item relating to paragraph (b) of section 96.

27.  Omit the items relating to subsections (1) and (2) of section 98 (including the heading).

28.  For the items relating to subsections (1) to (3) of section 99 substitute—

Provisions

Section 99 (directors to lay statement of affairs before creditors)

Modifications
subsection (1)For “directors of the company” substitute “designated members”.
subsection (2A)For “directors” substitute “designated members”.
subsection (3)For “directors” substitute “designated members”.

29.  For the item relating to subsection (1) of section 100 substitute—

Provisions

Section 100 (appointment of liquidator)

Modifications
subsection (1)

For subsection (1) substitute the following—

“(1) The members of the limited liability partnership may nominate a person to be liquidator at the meeting at which the resolution for voluntary winding up is passed.”

30.  After the item relating to subsection (1) of section 100 insert—

Provisions

Section 100 (appointment of liquidator)

Modifications
subsection (1B)For “directors of the company” substitute “designated members”.

31.  Omit the items relating to subsection (1) of section 106(12) (including the heading).

32.  Omit the item relating to subsection (2) of section 165.

33.  For the item relating to subsection (5) of section 166 substitute—

Provisions

Section 166 (creditors’ voluntary winding up)

Modifications
subsection (5)For “directors” substitute “designated members”.

34.  For the items relating to subsections (6) and (7) of section 171 substitute—

Provisions

Section 171 (removal, etc. (voluntary winding up))

Modifications
new subsection (8)

Insert a new subsection (8) as follows—

“(8) subsections (3) and (4) of section 92 are to apply for the purposes of this section as they apply for the purposes of that section.”

35.  For the item relating to subsection (2) of section 173 substitute—

Provisions

Section 173 (release (voluntary winding up))

Modifications
subsection 2In paragraph (a)(i) for “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”.

36.  Omit the item relating to section 194 (including the heading).

Modifications to the items relating to Schedule A1 of the Insolvency Act 1986

37.  The following modifications apply to the items relating to Schedule A1 of the Insolvency Act 1986(13).

38.  For the item relating to sub-paragraph (2) of paragraph 6 substitute—

Provisions

Paragraph 6

Modifications
sub-paragraph (2)

For “directors” substitute “designated members of the limited liability partnership”.

In sub-paragraph (c) for “company and by the company’s creditors” substitute “creditors of the limited liability partnership”.

39.  For the item relating to sub-paragraph (1) of paragraph 7 substitute—

Provisions

Paragraph 7

Modifications
sub-paragraph (1)

For “directors of a company” substitute “designated members of the limited liability partnership”.

In sub-paragraph (e)(iii) for “company and by the company’s creditors” substitute “creditors of the limited liability partnership”.

40.  For the items relating to sub-paragraphs (2) to (4) and (6)(c) of paragraph 8 substitute—

Provisions

Paragraph 8

Modifications
sub-paragraph (2)(a)Omit.
sub-paragraph (3A)Omit.
sub-paragraph (4)(a)Omit.
sub-paragraph 6(c)(i)Omit.

41.  For the item relating to sub-paragraph (1) of paragraph 29 substitute—

Provisions

Paragraph 29

Modifications
sub-paragraph (1)(a)Omit.

42.  For the item relating to sub-paragraph (1) of paragraph 30 substitute—

Provisions

Paragraph 30

Modifications
sub-paragraph (1)

Omit “the company meeting summoned under paragraph 29 and”.

For “that paragraph” substitute “paragraph 29”.

new sub-paragraph (1A)“If modifications to the proposal are proposed by creditors, the nominee must, before the date on which the creditors are to be asked whether to approve the proposed voluntary arrangement, ascertain from the limited liability partnership whether or not it agrees to the proposed modifications; and if at that date the limited liability partnership has failed to respond to a proposed modification, it shall be presumed not to have agreed to it.”.

43.  After the item relating to new sub-paragraph (1A) of paragraph 30 (inserted by these Regulations) insert—

Provisions

Paragraph 30

Modifications
sub-paragraph (2)Omit.

44.  Omit the item relating to new sub-paragraph (2A) of paragraph 30.

45.  For the item relating to sub-paragraph (3) of paragraph 30 substitute—

Provisions

Paragraph 30

Modifications
sub-paragraph (3)Omit.

46.  For the items relating to sub-paragraphs (1) and (7) of paragraph 31 substitute—

Provisions

Paragraph 31

Modifications
sub-paragraph (1)(a)Omit.
sub-paragraph (1A)For “The company and its creditors” substitute “The creditors of the limited liability partnership”.
sub-paragraph (4)For “Neither the company nor its creditors may” substitute “The creditors of the limited liability partnership may not”.
sub-paragraph (5)For “neither the company nor its creditors may” substitute “the creditors of the limited liability partnership may not”.
sub-paragraph (7)

For sub-paragraph (7) substitute the following—

“(7) The designated members of the limited liability partnership may, before the beginning of the relevant period, give notice to the nominee of any modifications of the proposal for which the designated members intend to seek the approval of the creditors.”.

sub-paragraph (7A)(a)Omit.

47.  For the item relating to sub-paragraph (2) of paragraph 32 substitute—

Provisions

Paragraph 32

Modifications
sub-paragraph (1)Omit.
sub-paragraph (3)Omit “the meeting of the company or (as the case may be) inform”.
sub-paragraph (4)

For sub-paragraph (4) substitute—

“(4) Where, in accordance with sub-paragraph (3)(b) the nominee informs the creditors of the limited liability partnership, of the expected cost of his intended actions, the creditors by a qualifying decision procedure shall decide whether or not to approve that expected cost.”.

sub-paragraph (6)For “A meeting of the company may resolve, and the creditors by a qualifying decision procedure may decide,” substitute “The creditors by a qualifying decision procedure may decide”.

48.  After the items relating to paragraph 32 insert—

Provisions

Paragraph 35

Modifications
sub-paragraph (1)Omit “a meeting of the company resolves, or”.
sub-paragraph (1A)

Omit “meeting may resolve, and the”.

Omit “by the meeting or (as the case may be)”.

sub-paragraph (2)Omit.

49.  Omit the item relating to paragraph 37.

50.  For the items relating to paragraph 38 sub-paragraphs (1)(a) to (5) substitute—

Provisions

Paragraph 38

Modifications
sub-paragraph (1)(b)Omit “at or in relation to the meeting of the company summoned under paragraph 29, or”.
sub-paragraph (2)(a)Omit “at the meeting of the company or”.
sub-paragraph (3)(a)For “30(3) and (4)” substitute “30(4)”.
sub-paragraph (4)(a)(ii)Omit “by the meeting of the company, or”.
sub-paragraph (4)(b)Omit.
sub-paragraph (5)Omit “(b)(i) or”.
sub-paragraph (6)For “(4)(b) or (c)” substitute “(4)(c)”.
sub-paragraph (7)(a)Omit “(b) or”.

51.  Omit the item relating to sub-paragraph (1) of paragraph 39.

Modification to the items relating to Schedule B1 to the Insolvency Act 1986

52.  The following modification applies to the items relating to Schedule B1 to the Insolvency Act 1986(14).

53.  After the item relating to paragraph 42, insert—

Provisions

Paragraph 60A

Modifications
sub-paragraph (3)(b)For “a company connected with the company.” substitute “a company or limited liability partnership connected with the limited liability partnership.”.

Modification to the items relating to Schedule 10 to the Insolvency Act 1986

54.—(1) The following modification applies to the items relating to Schedule 10 to the Insolvency Act 1986.

(2) Omit the item relating to section 106(6).

New Schedule 7 (Transitional and savings provisions)

55.  After Schedule 6 insert—

SCHEDULE 7TRANSITIONAL AND SAVINGS PROVISIONS
Interpretation

1.  In this Schedule—

“the 1986 Act” means the Insolvency Act 1986, as applied to limited liability partnerships(15);

“the 1986 Rules” means the Insolvency Rules 1986(16) as they had effect immediately before the 6th April 2017 in their application to limited liability partnerships(17);

“the 2016 Rules” means the Insolvency (England and Wales) Rules 2016, as applied to limited liability partnerships(18); and

“the commencement date” means the date this Schedule comes into force.

Amendments to the 2016 Rules made by the Insolvency Amendment (EU 2015/848) Regulations 2017 do not apply where proceedings opened before commencement date

2.(1) The amendments made by the Insolvency Amendment (EU 2015/848) Regulations 2017(19) to the 2016 Rules do not apply where proceedings in relation to a limited liability partnership opened before the commencement date.

(2) The time at which proceedings are opened is to be determined for the purpose of this paragraph in accordance with Article 2(8) of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20th May 2015(20).

Requirement for office-holder to provide information to creditors on opting out

3.(1) Rule 1.39 of the 2016 Rules (which requires an office-holder to inform a creditor in the first communication that the creditor may elect to opt out of receiving further documents relating to the proceedings) does not apply to an office-holder in relation to a limited liability partnership who delivers the first communication before the commencement date.

(2) However, if such an office-holder informs a creditor in a communication that the creditor may elect to opt out as mentioned in sub-paragraph (1), the communication must contain the information required by rule 1.39(2) of the 2016 Rules.

Electronic communication

4.(1) Where proceedings in relation to a limited liability partnership commence before the commencement date, Rule 1.45(4) of the 2016 Rules does not apply.

(2) For the purposes of this paragraph proceedings “commence” on—

(a)the delivery of a proposal for a voluntary arrangement to the intended nominee;

(b)the appointment of an administrator under paragraph 14 or 22 of Schedule B1 to the 1986 Act(21);

(c)the making of an administration order;

(d)the appointment of an administrative receiver;

(e)the passing or deemed passing of a resolution to wind up a limited liability partnership; or

(f)the making of a winding-up order.

Statements of affairs

5.(1) Where proceedings in relation to a limited liability partnership commence before the commencement date and a person is required to provide a statement of affairs, the provisions of the 2016 Rules relating to statements of affairs in administration, administrative receivership and winding up do not apply and the following rules in the 1986 Rules continue to apply—

(a)rules 2.28 to 2.32 (administration);

(b)rules 3.3 to 3.8 (administrative receivership); and

(c)rules 4.32 to 4.42 (winding up).

(2) For the purposes of this paragraph proceedings “commence” on—

(a)the appointment of an administrator under paragraph 14 or 22 of Schedule B1;

(b)the making of an administration order;

(c)the appointment of an administrative receiver

(d)the passing or deemed passing of a resolution to wind up a limited liability partnership; or

(e)the making of a winding-up order.

Savings in respect of meetings taking place on or after the commencement date and resolutions by correspondence

6.(1) This paragraph applies where in relation to a limited liability partnership on or after the commencement date—

(a)a creditors’ or contributories’ meeting is to be held as a result of a notice issued before that date in relation to a meeting for which provision is made by the 1986 Rules or the 1986 Act;

(b)a meeting is to be held as a result of a requisition by a creditor or contributory made before that date;

(c)a meeting is to be held as a result of a statement made under paragraph 52(1)(b) of Schedule B1 to the 1986 Act and a request is made before that date which obliges the administrator to summon an initial creditors’ meeting; or

(d)a meeting is required by sections 93 or 105(22) of the 1986 Act in the winding up of a limited liability partnership where the resolution to wind up was passed before 6th April 2010.

(2) Where a meeting referred to in sub-paragraph (1)(a) to (d) is held in relation to a limited liability partnership, Part 15 of the 2016 Rules does not apply and the provisions of the 1986 Rules relating to the following continue to apply—

(a)the requirement to hold the meeting;

(b)notice and advertisement of the meeting;

(c)governance of the meeting;

(d)recording and taking minutes of the meeting;

(e)the report or return of the meeting;

(f)membership and formalities of establishment of liquidation and creditors’ committees where a resolution to form the committee is passed at the meeting;

(g)the office-holder’s resignation or removal at the meeting;

(h)the office-holder’s release;

(i)fixing the office-holder’s remuneration;

(j)hand-over of assets to a supervisor of a voluntary arrangement where the proposal is approved at the meeting;

(k)the notice of the appointment of a supervisor of a voluntary arrangement where the appointment is made at the meeting;

(l)claims that remuneration is or that other expenses are excessive; and

(m)complaints about exclusion at the meeting.

(3) Where in relation to a limited liability partnership, before the commencement date, the office-holder seeks to obtain the passing of a resolution by correspondence under rule 2.48, 4.63A or 6.88A of the 1986 Rules—

(a)the relevant provisions of the 2016 Rules do not apply;

(b)the provisions of the 1986 Rules relating to resolutions by correspondence continue to apply; and

(c)the provisions of the 1986 Rules referred to in sub-paragraph (2) of this paragraph apply in relation to any meeting that those provisions require the office-holder to summon.

(4) However, any application to the court in respect of a meeting or vote to which this paragraph applies is to be made in accordance with Part 12 of the 2016 Rules.

Savings in respect of final meetings taking place on or after the commencement date

7.(1) This paragraph applies where—

(a)before the commencement date—

(i)a final report to creditors is sent under rule 4.49D of the 1986 Rules (final report to creditors in liquidation),

(ii)a final report to creditors and bankrupt is sent under rule 6.78B of the 1986 Rules (final report to creditors and bankrupt), or

(iii)a meeting is called under sections 94, 106, 146 or 331 of the 1986 Act (final meeting); and

(b)a meeting under section 94, 106, 146 or 331 of the 1986 Act is held on or after the commencement date.

(2) Where this paragraph applies, Part 15 of the 2016 Rules does not apply and the provisions of the 1986 Rules relating to the following continue to apply—

(a)the requirement to hold the meeting;

(b)notice and advertisement of the meeting;

(c)governance of the meeting;

(d)recording and taking minutes of the meeting;

(e)the form and content of the final report;

(f)the office-holder’s resignation or removal;

(g)the office-holder’s release;

(h)fixing the office-holder’s remuneration;

(i)requests for further information from creditors;

(j)claims that remuneration is or other expenses are excessive; and

(k)complaints about exclusion at the meeting.

(3) However, any application to the court in respect of such a meeting is to be made in accordance with Part 12 of the 2016 Rules.

Progress reports and statements to the registrar of companies

8.(1) Where in relation to a limited liability partnership an obligation to prepare a progress report arises but is not fulfilled before the commencement date the following provisions of the 1986 Rules continue to apply—

(a)rule 2.47 (reports to creditors in administration); and

(b)rules 4.49B and 4.49C (progress reports—winding up).

(2) Where before the commencement date, a notice under paragraph 83(3) of Schedule B1 to the 1986 Act is sent to the registrar of companies, rule 2.117A(1) of the 1986 Rules continues to apply.

(3) The provisions of the 2016 Rules relating to progress reporting do not apply in the case of the winding up of a limited liability partnership, where the winding-up order was made on a petition presented before 6th April 2010.

(4) Where the voluntary winding up of a limited liability partnership commenced before 6th April 2010, rule 4.223-CVL of the 1986 Rules as it had effect immediately before that date in its application to limited liability partnerships, continues to apply

(5) Where, in relation to a limited liability partnership, before the commencement date an office-holder ceases to act, or an administrator sends a progress report to creditors in support of a request for their consent to an extension of the administration, resulting in a change in reporting period under rule 2.47(3A), 2.47(3B), 4.49B(5), 4.49C(3), or 6.78A(4) of the 1986 Rules, the period for which reports must be made is the period for which reports were required to be made under the 1986 Rules immediately before the commencement date.

Foreign currency

9.(1) Where, in relation to a limited liability partnership, before the commencement date an amount stated in a foreign currency on an application, claim or proof of debt is converted into sterling by the office-holder under rules 2.86, 4.91, 5A.3 or 6.111 of the 1986 Rules, the office-holder and any successor to the office-holder must continue to use the same exchange rate for subsequent conversions of that currency into sterling for the purpose of distributing any assets of the limited liability partnership.

(2) However when, in relation to a limited liability partnership, an office-holder, convener, appointed person or chair uses an exchange rate to convert an application, claim or proof in a foreign currency into sterling solely for voting purposes before the commencement date, sub-paragraph (1) does not prevent the office-holder from using an alternative rate for subsequent conversions.

CVA moratoria

10.  Where, before the commencement date, the designated members of a limited liability partnership submit to the nominee the document, statement and information required under paragraph 6(1) of Schedule A1 to the 1986 Act, the provisions of the 1986 Rules relating to moratoria continue to apply to the proposed voluntary arrangement.

Priority of expenses of voluntary arrangements

11.  Rule 4.21A of the 1986 Rules (expenses of voluntary arrangement) continues to apply in relation to a limited liability partnership where a winding up petition is presented before the commencement date.

General powers of liquidator

12.  Rule 4.184 of the 1986 Rules (general powers of liquidator) continues to apply in relation to a limited liability partnership as regards a person dealing in good faith and for value with a liquidator and in respect of the power of the court or the liquidation committee to ratify anything done by the liquidator without permission before the commencement date.

Applications before the court

13.(1) Where, in relation to a limited liability partnership, an application to court is filed or a petition for winding up is presented under the 1986 Act or under the 1986 Rules before the commencement date and the court remains seised of that application or petition on the commencement date, the 1986 Rules continue to apply to that application or petition.

(2) For the purpose of sub-paragraph (1), the court is no longer seised of an application or petition for winding up when—

(a)in relation to an application, it makes an order having the effect of determining of the application; or

(b)in relation to a petition for winding up—

(i)the court makes a winding up order,

(ii)the court dismisses the petition, or

(iii)the petition is withdrawn.

Forms

14.  A form contained in Schedule 4 to the 1986 Rules may be used in relation to a limited liability partnership on or after the commencement date if—

(a)the form is used to provide a statement of affairs in proceedings where pursuant to paragraph 5 of this Schedule the provisions of the 1986 Rules set out in that paragraph continue to apply;

(b)the form relates to a meeting held under the 1986 Rules as described in paragraph 6(1) of this Schedule;

(c)the form is required because before the commencement date, the office-holder seeks to obtain the passing of a resolution by correspondence; or

(d)the form relates to any application to the court or petition for winding up presented before the commencement date.

Administrations commenced before 15th September 2003

15.  The 1986 Rules continue to apply to administrations of limited liability partnerships where the petition for an administration order was presented before 15th September 2003.

Set-off in insolvency proceedings commenced before 1st April 2005

16.  Where before 1st April 2005 a limited liability partnership entered administration or went into liquidation, the office-holder calculating any set-off must apply the 1986 Rules as they had effect in their application to limited liability partnerships immediately before 1st April 2005.

Calculating the value of future debts in insolvency proceedings commenced before 1st April 2005

17.  Where before 1st April 2005 a limited liability partnership entered administration or went into liquidation the office-holder calculating the value of a future debt for the purpose of dividend (and no other purpose) must apply the 1986 Rules as they had effect in their application to limited liability partnerships immediately before 1st April 2005.

Insolvency practitioner fees and expenses estimates

18.(1) Rules 18.4(1)(e), 18.16(4) to (10), and 18.30 of the 2016 Rules do not apply in relation to limited liability partnerships where before 1st October 2015—

(a)the appointment of an administrator took effect;

(b)a liquidator was nominated under section 100(2), or 139(3) of the 1986 Act;

(c)a liquidator was appointed under section 139(4) or 140 of the 1986 Act;

(d)a person was directed by the court or appointed to be a liquidator under section 100(3) of the 1986 Act; or

(e)a liquidator was nominated or the administrator became the liquidator under paragraph 83(7) of Schedule B1 to the 1986 Act.

(2) Rule 18.20(4) and (5) of the 2016 Rules do not apply in relation to a limited liability partnership where an administrator was appointed before 1st October 2015 and—

(a)the limited liability partnership is wound up under paragraph 83 of Schedule B1 to the 1986 Act on or after the commencement date and the administrator becomes the liquidator; or

(b)a winding-up order is made upon the appointment of an administrator ceasing to have effect on or after the commencement date and the court under section 140(1) of the 1986 Act appoints as liquidator the person whose appointment as administrator has ceased to have effect.

Transitional provision for limited liability partnerships entering administration before 6th April 2010 and moving to voluntary liquidation between 6th April 2010 and commencement (inclusive of those dates)

19.  Where—

(a)a limited liability partnership went into administration before 6th April 2010, and

(b)the limited liability partnership goes into voluntary liquidation under paragraph 83 of Schedule B1 between 6th April 2010 and commencement (inclusive of those dates),

the 1986 Rules as amended by the Insolvency (Amendment) Rules 2010(23) apply to the extent necessary to give effect to section 104A of the Act notwithstanding that by virtue of paragraph 1(6)(a) or (b) of Schedule 4 to the Insolvency (Amendment) Rules 2010 those amendments to the Insolvency Rules 1986 would otherwise not apply.

PART 3Limited Liability Partnerships, Scotland

Amendment of Limited Liability Partnerships Regulations 2001

56.—(1) Schedule 4 to the Limited Liability Partnerships Regulations 2001 (provisions of Insolvency Act 1986 not applied to Scotland) is amended as follows.

(2) In the entry against section 106(24) (final account prior to dissolution)—

(a)for “(3), (4) and (5)” substitute “(3) to (7)”; and

(b)at the end, insert “or a statement about a member State liquidator”.

(3) In the entry against section 172(25) (removal etc. on winding up by the court)—

(a)for “subsection (8) to the extent that that subsection does” substitute “subsections (8) to (10) to the extent that those subsections do”; and

(b)at the end, insert “or a statement about a member State liquidator”.

Amendment of Limited Liability Partnerships (Scotland) Regulations 2001

57.—(1) Schedule 2 to the Limited Liability Partnerships (Scotland) Regulations 2001(26) (provisions of the Insolvency Act 1986) is amended as follows.

(2) In the entry against section 106—

(a)for “(3), (4) and (5)” substitute “(3) to (7)”; and

(b)at the end, insert “or a statement about a member State liquidator”.

(3) In the entry against section 172—

(a)for “subsection (8) to the extent that that subsection does” substitute “subsections (8) to (10) to the extent that those subsections do”; and

(b)at the end, insert “or a statement about a member State liquidator”.

PART 4Limited Liability Partnerships, Northern Ireland

The Limited Liability Partnerships Regulations (Northern Ireland) 2004

58.—(1) The Limited Liability Partnerships Regulations (Northern Ireland) 2004(27) are amended as follows.

(2) In Schedule 3, omit the entry in respect of article 348A.

Regulation 2

SCHEDULE 2INSOLVENT PARTNERSHIPS, ENGLAND AND WALES

1.  The Insolvent Partnerships Order 1994(28) is amended as follows.

2.  In article 2(1), in the definition of “insolvency proceedings” for “Insolvency Rules 1986” substitute “Insolvency (England and Wales) Rules 2016”.

3.  In article 10(1), for “265, 271 and 272” substitute “265 and 271”.

4.  In article 16(29) for “sections 1, 1A, 6 to 10, 13 to 15, 17, 19(c) and 20 of, and Schedule 1 to” substitute “sections 1, 1A, 5A, 6 to 10, 12C, 13 to 15C, 17, 19(c) and 20 of, and Schedule 1 to”.

5.—(1) Schedule 4 is amended as follows—

(2) In paragraph 6(b)(30), in the substitute version of section 267(3) of the Insolvency Act 1986, for “£750” substitute “£5,000”.

(3) In paragraph 23, in the opening words of the substitute version of section 175C(8) of the Insolvency Act 1986, for “Insolvency Rules 1986” substitute “Insolvency (England and Wales) Rules 2016”.

6.—(1) Schedule 6 is amended as follows—

(2) In paragraph 2, in the heading, for “124, 264 and 272” substitute “124 and 264”.

(3) In paragraph 2, in the first line, for “124, 264 and 272” substitute “124 and 264”.

7.—(1) Schedule 7 is amended as follows.

(2) In paragraph 1(2)(31) omit “272”.

(3) In paragraph 15(32), for the substitute version of section 298 of the Insolvency Act 1986, substitute—

298.(1) Subject as follows, the trustee of the estates of the members and of the partnership may be removed from office only by an order of the court or by a decision of the creditors of the members and the partnership made by a creditors’ decision procedure instigated specially for that purpose in accordance with the rules.

(1A) Where the official receiver is trustee or a trustee is appointed by the Secretary of State or by the court, a creditors’ decision procedure may be instigated for the purpose of removing the trustee only if—

(a)the trustee thinks fit;

(b)the court so directs; or

(c)one of the creditors of the members or the partnership so requests, with the concurrence of not less than one-quarter, in value, of the creditors (including the creditor making the request).

(1B) Where the creditors of the members and the partnership decide to remove a trustee, they may in accordance with the rules appoint another person as trustee in his place.

(1C) Where the decision to remove a trustee is made under subsection (1A), the decision does not take effect until the creditors of the members and the partnership appoint another person as trustee in his place.

(2) If the trustee was appointed by the Secretary of State, he may be removed by a direction of the Secretary of State.

(3) The trustee (not being the official receiver) shall vacate office if he ceases to be a person who is for the time being qualified to act as an insolvency practitioner in relation to any member or to the partnership.

(4) The trustee may, with the leave of the court (or, if appointed by the Secretary of State, with the leave of the court or the Secretary of State), resign his office by giving notice of his resignation to the court.

(5) Subject to subsection (7), any removal from or vacation of office under this section relates to all offices held in the proceedings by virtue of article 11 of the Insolvent Partnerships Order 1994.

(6) A trustee who has produced an account of the winding up or administration under section 331 vacates office immediately upon complying with the requirements of section 331(3).

(7) The trustee must vacate office as trustee of a member if the order made by virtue of article 11 of the Insolvent Partnerships Order 1994 in relation to that member is annulled.

(4) In paragraph 21, in the substitute version of section 328C(8) of the Insolvency Act 1986, for “Insolvency Rules 1986” substitute “Insolvency (England and Wales) Rules 2016”.

8.—(1) Schedule 8 is amended as follows.

(2) Before the substitute version of section 6 of the Company Directors Disqualification Act 1986(33) insert—

Section 5A: Disqualification for certain convictions abroad

5A.(1) If it appears to the Secretary of State that it is expedient in the public interest that a disqualification order under this section should be made against a person, the Secretary of State may apply to the court for such an order.

(2) The court may, on an application under subsection (1), make a disqualification order against a person who has been convicted of a relevant foreign offence.

(3) A “relevant foreign offence” is an offence committed outside Great Britain in connection with the promotion, formation, management or liquidation of a partnership (or any similar procedure) which corresponds to an indictable offence under the law of England and Wales.

(4) Where it appears to the Secretary of State that, in the case of a person who has offered to give a disqualification undertaking—

(a)the person has been convicted of a relevant foreign offence; and

(b)it is expedient in the public interest that the Secretary of State should accept the undertaking (instead of applying, or proceeding with an application, for a disqualification order),

the Secretary of State may accept the undertaking.

(5) In this section—

“partnership” includes an overseas partnership;

“the court” means the High Court.

(6) The maximum period of disqualification under an order under this section is 15 years.

(3) For the substitute version(34) of sections 6 and 7 of the Company Directors Disqualification Act 1986 substitute—

Section 6: Duty of court to disqualify unfit officers of certain partnerships

6.(1) The court shall make a disqualification order against a person in any case where, on an application under this section, it is satisfied—

(a)that he is or has been an officer of a partnership which has at any time become insolvent (whether while he was an officer or subsequently); and

(b)that his conduct as an officer of that partnership (either taken alone or taken together with his conduct as an officer of one or more other partnerships or overseas partnerships, or as a director of one or more companies or overseas companies) makes him unfit to be concerned in the management of a company.

(1A) In this section references to a person’s conduct as an officer of any partnership or overseas partnership, or as a director of any company or overseas company include, where that partnership or overseas partnership, or company or overseas company, has become insolvent, references to that person’s conduct in relation to any matter connected with or arising out of the insolvency.

(2) For the purposes of this section—

(a)a partnership becomes insolvent if—

(i)the court makes an order for it to be wound up as an unregistered company at a time when its assets are insufficient for the payment of its debts and other liabilities and the expenses of the winding up; or

(ii)the partnership enters administration; and

(b)a company becomes insolvent if—

(i)the company goes into liquidation at a time when its assets are insufficient for the payment of its debts and other liabilities and the expenses of the winding up;

(ii)the company enters administration; or

(iii)an administrative receiver of the company is appointed.

(2A) For the purposes of this section, an overseas company or partnership becomes insolvent if the company or partnership enters into insolvency proceedings of any description (including interim proceedings) in any jurisdiction.

(3) In this section and section 7(2), “the court” means—

(a)where the partnership in question is being or has been wound up as an unregistered company by the court, that court;

(b)where paragraph (a) does not apply but an administrator has at any time been appointed in relation to the partnership in question, any court which has jurisdiction to wind it up.

(3A) Section 117 of the Insolvency Act 1986 (High Court and county court jurisdiction), as modified and set out in Schedule 5 to the 1994 Order, shall apply for the purposes of subsection (3) as if in a case within paragraph (b) of that subsection the references to the presentation of the petition for winding up in sections 117(3) and 117(4) of the Insolvency Act 1986, as modified and set out in that Schedule, were references to the making of the administration order.

(3B) Nothing in subsection (3) invalidates any proceedings by reason of their being taken in the wrong court; and proceedings—

(a)for or in connection with a disqualification order under this section; or

(b)in connection with a disqualification undertaking accepted under section 7,

may be retained in the court in which the proceedings were commenced, although it may not be the court in which they ought to have been commenced.

(3C) In this section and section 7, “director” includes a shadow director.

(4) Under this section the minimum period of disqualification is 2 years, and the maximum period is 15 years.

Section 7: Disqualification order or undertaking; applications and acceptance of undertakings

7.(1) If it appears to the Secretary of State that it is expedient in the public interest that a disqualification order under section 6 should be made against any person, an application for the making of such an order against that person may be made—

(a)by the Secretary of State; or

(b)if the Secretary of State so directs in the case of a person who is or has been an officer of a partnership which is being or has been wound up by the court as an unregistered company, by the official receiver.

(2) Except with the leave of the court, an application for the making under that section of a disqualification order against any person shall not be made after the end of the period of 3 years beginning with the day on which the partnership of which that person is or has been an officer became insolvent.

(2A) If it appears to the Secretary of State that the conditions mentioned in section 6(1) are satisfied as respects any person who has offered to give him a disqualification undertaking, he may accept the undertaking if it appears to him that it is expedient in the public interest that he should do so (instead of applying, or proceeding with an application, for a disqualification order).

(4) The Secretary of State or the official receiver may require any person—

(a)to furnish him with such information with respect to that person’s or another person’s conduct as an officer of a partnership, or as a director of a company which has at any time become insolvent (whether while the person was an officer or director or subsequently); and

(b)to produce and permit inspection of such books, papers and other records as are considered by the Secretary of State or (as the case may be) the official receiver to be relevant to that person’s or another person’s conduct as such an officer or director,

as the Secretary of State or the official receiver may reasonably require for the purpose of determining whether to exercise, or of exercising, any function of his under this section.

(5) Subsections (1A) and (2) of section 6 apply for the purposes of this section as they apply for the purposes of that section.

(4) After the substitute version of section 7 of the Company Directors Disqualification Act 1986(35) insert—

Section 7A: Office-holder’s report on conduct of officers of the partnership

7A.(1) The office-holder in respect of a partnership which is insolvent must prepare a report (a “conduct report”) about the conduct of each person who was an officer of the partnership—

(a)on the insolvency date; or

(b)at any time during the period of 3 years ending with that date.

(2) For the purposes of this section a partnership is insolvent if—

(a)the partnership is in liquidation and at the time it went into liquidation its assets were insufficient for the payment of its debts and other liabilities and the expenses of the winding up; or

(b)the partnership enters administration,

and subsection (1A) of section 6 applies for the purposes of this section as it applies for the purpose of that section.

(3) A conduct report must, in relation to each person, describe any conduct of the person which may assist the Secretary of State in deciding whether to exercise the power under section 7(1) or (2A) in relation to the person.

(4) The office-holder must send the conduct report to the Secretary of State before the end of—

(a)the period of 3 months beginning with the insolvency date; or

(b)such other longer period as the Secretary of State considers appropriate in the particular circumstances.

(5) If new information comes to the attention of an office-holder, the office-holder must send that information to the Secretary of State as soon as reasonably practicable.

(6) “New information” is information which an office-holder considers should have been included in a conduct report prepared in relation to the partnership, or would have been so included had it been available before the report was sent.

(7) If there is more than one office-holder in respect of a partnership at any particular time, subsection (1) applies only to the first of the office-holders to be appointed.

(9) The “office-holder” in respect of a partnership which is insolvent is—

(a)in the case of a partnership being wound up by the court in England and Wales, the official receiver;

(b)in the case of a partnership being wound up otherwise, the liquidator;

(c)in the case of a partnership in administration, the administrator.

(10) The “insolvency date”—

(a)in the case of a partnership being wound up by the court, means the date on which the court makes the winding-up order (see section 125 of the Insolvency Act 1986);

(b)in the case of a partnership being wound up by way of a members’ voluntary winding up, means the date on which the liquidator forms the opinion that the partnership will be unable to pay its debts in full (together with interest at the official rate) within the period stated in the declaration of solvency under section 89 of the Insolvency Act 1986;

(c)in the case of a partnership being wound up by way of a creditors’ voluntary winding up where no such declaration under section 89 of that Act has been made, means the date of the passing of the resolution for voluntary winding up;

(d)in the case of a company which has entered administration, means the date the company did so.

(12) In this section “court” has the same meaning as in section 6.

(5) For the substitute version(36) of section 8 of the Company Directors Disqualification Act 1986 substitute—

Section 8: Disqualification of officer on finding of unfitness

8.(1) If it appears to the Secretary of State that it is expedient in the public interest that a disqualification order should be made against a person who is or has been an officer of an insolvent partnership, he may apply to the court for such an order.

(2) The court may make a disqualification order against a person where, on an application under this section, it is satisfied that his conduct in relation to the partnership (either taken alone or taken together with his conduct as an officer of one or more other partnerships or overseas partnerships, or as a director of one or more companies or overseas companies) makes him unfit to be concerned in the management of a company.

(2A) Where it appears to the Secretary of State that, in the case of a person who has offered to give him a disqualification undertaking—

(a)the conduct of the person in relation to an insolvent partnership of which the person is or has been an officer (either taken alone or taken together with his conduct as an officer of one or more other partnerships or overseas partnerships, or as a director of one or more companies or overseas companies) makes him unfit to be concerned in the management of a company; and

(b)it is expedient in the public interest that he should accept the undertaking (instead of applying, or proceeding with an application, for a disqualification order),

he may accept the undertaking.

(2B) Subsection (1A) of section 6 applies for the purposes of this section as it applies for the purposes of that section.

(3) In this section “the court” means the High Court.

(4) The maximum period of disqualification under this section is 15 years.

(6) After the substitute version of section 8 of the Company Directors Disqualification Act 1986 insert—

Section 8ZA: Persons instructing unfit officers

8ZA.(1) The court may make a disqualification order against a person (“P”) if, on an application under section 8ZB, it is satisfied—

(a)either—

(i)that a disqualification order under section 6 has been made against a person who is or has been an officer of a partnership; or

(ii)that the Secretary of State has accepted a disqualification undertaking from such a person under section 7(2A); and

(b)that P exercised the requisite amount of influence over the person.

That person is referred to in this section as “the main transgressor”.

(2) For the purposes of this section, P exercised the requisite amount of influence over the main transgressor if any of the conduct—

(a)for which the main transgressor is subject to the order made under section 6; or

(b)in relation to which the undertaking was accepted from the main transgressor under section 7(2A),

was the result of the main transgressor acting in accordance with P’s directions or instructions.

(3) But P does not exercise the requisite amount of influence over the main transgressor by reason only that the main transgressor acts on advice given by P in a professional capacity.

(4) Under this section the minimum period of disqualification is 2 years and the maximum period is 15 years.

(5) In this section and section 8ZB “the court” has the same meaning as in section 6; and subsection (3B) of section 6 applies in relation to proceedings mentioned in subsection (6) below as it applies in relation to proceedings mentioned in section 6(3B)(a) and (b).

(6) The proceedings are proceedings—

(a)for or in connection with a disqualification order under this section; or

(b)in connection with a disqualification undertaking accepted under section 8ZC.

Section 8ZB: Application for order under section 8ZA

8ZB.(1) If it appears to the Secretary of State that it is expedient in the public interest that a disqualification order should be made against a person under section 8ZA, the Secretary of State may—

(a)make an application to the court for such an order; or

(b)in a case where an application for an order under section 6 against the main transgressor has been made by the official receiver, direct the official receiver to make such an application.

(2) Except with the leave of the court, an application for a disqualification order under section 8ZA must not be made after the end of the period of 3 years beginning with the day on which the partnership in question became insolvent (within the meaning given by section 6(2)).

(3) Subsection (4) of section 7 applies for the purposes of this section as it applies for the purposes of that section.

Section 8ZC: Disqualification undertaking instead of an order under section 8ZA

8ZC.(1) If it appears to the Secretary of State that it is expedient in the public interest to do so, the Secretary of State may accept a disqualification undertaking from a person (“P”) if—

(a)any of the following is the case—

(i)a disqualification order under section 6 has been made against a person who is or has been an officer of a partnership;

(ii)the Secretary of State has accepted a disqualification undertaking from such a person under section 7(2A); or

(iii)it appears to the Secretary of State that such an undertaking could be accepted from such a person (if one were offered); and

(b)it appears to the Secretary of State that P exercised the requisite amount of influence over the person.

That person is referred to in this section as “the main transgressor”.

(2) For the purposes of this section, P exercised the requisite amount of influence over the main transgressor if any of the conduct—

(a)for which the main transgressor is subject to the disqualification order made under section 6;

(b)in relation to which the disqualification undertaking was accepted from the main transgressor under section 7(2A); or

(c)which led the Secretary of State to the conclusion set out in subsection (1)(a)(iii),

was the result of the main transgressor acting in accordance with P’s directions or instructions.

(3) But P does not exercise the requisite amount of influence over the main transgressor by reason only that the main transgressor acts on advice given by P in a professional capacity.

(4) Subsection (4) of section 7 applies for the purposes of this section as it applies for the purposes of that section.

Section 8ZD: Order disqualifying person instructing unfit director; other cases

8ZD.(1) The court may make a disqualification order against a person (“P”) if, on an application under this section, it is satisfied—

(a)either—

(i)that a disqualification order under section 8 has been made against a person who is or has been an officer of a partnership; or

(ii)that the Secretary of State has accepted a disqualification undertaking from such a person under section 8(2A); and

(b)that P exercised the requisite amount of influence over the person.

That person is referred to in this section as “the main transgressor”.

(2) The Secretary of State may make an application to the court for a disqualification order against P under this section if it appears to the Secretary of State that it is expedient in the public interest for such an order to be made.

(3) For the purposes of this section, P exercised the requisite amount of influence over the main transgressor if any of the conduct—

(a)for which the main transgressor is subject to the order made under section 8; or

(b)in relation to which the undertaking was accepted from the main transgressor under section 8(2A),

was the result of the main transgressor acting in accordance with P’s directions or instructions.

(4) But P does not exercise the requisite amount of influence over the main transgressor by reason only that the main transgressor acts on advice given by P in a professional capacity.

(5) Under this section the maximum period of disqualification is 15 years.

(6) In this section “the court” means the High Court.

Section 8ZE: Disqualification undertaking instead of an order under section 8ZD

8ZE.(1) If it appears to the Secretary of State that it is expedient in the public interest to do so, the Secretary of State may accept a disqualification undertaking from a person (“P”) if—

(a)any of the following is the case—

(i)a disqualification order under section 8 has been made against a person who is or has been an officer of a partnership;

(ii)the Secretary of State has accepted a disqualification undertaking from such a person under section 8(2A); or

(iii)it appears to the Secretary of State that such an undertaking could be accepted from such a person (if one were offered); and

(b)it appears to the Secretary of State that P exercised the requisite amount of influence over the person.

That person is referred to in this section as “the main transgressor”.

(2) For the purposes of this section, P exercised the requisite amount of influence over the main transgressor if any of the conduct—

(a)for which the main transgressor is subject to the disqualification order made under section 8;

(b)in relation to which the disqualification undertaking was accepted from the main transgressor under section 8(2A); or

(c)which led the Secretary of State to the conclusion set out in subsection (1)(a)(iii),

was the result of the main transgressor acting in accordance with P’s directions or instructions.

(3) But P does not exercise the requisite amount of influence over the main transgressor by reason only that the main transgressor acts on advice given by P in a professional capacity.

(7) Omit the substitute version(37) of section 9 of the Company Directors Disqualification Act 1986.

(8) After the substitute version of section 8ZE of the Company Directors Disqualification Act 1986 (inserted by these Regulations)(38), insert—

Section 12C: Determining unfitness etc.: matters to be taken into account

12C.(1) This section applies where a court must determine—

(a)whether a person’s conduct as an officer of a partnership (either taken alone or taken together with his conduct as an officer of one or more other partnerships or overseas partnerships, or as a director of one or more companies or overseas companies) makes the person unfit to be concerned in the management of a company;

(b)whether to exercise any discretion it has to make a disqualification order under any of sections 5A or 8;

(c)where the court has decided to make a disqualification order under any of those sections or is required to make an order under section 6, what the period of disqualification should be.

(3) This section also applies where the Secretary of State must determine—

(a)whether a person’s conduct as an officer of a partnership (either taken alone or taken together with his conduct as an officer of one or more other partnerships or overseas partnerships, or as a director of one or more companies or overseas companies) makes the person unfit to be concerned in the management of a company;

(b)whether to exercise any discretion the Secretary of State has to accept a disqualification undertaking under section 5A, 7 or 8.

(4) In making any such determination in relation to a person, the court or the Secretary of State must—

(a)in every case, have regard in particular to the matters set out in paragraphs 1 to 4 of Schedule 1;

(b)in a case where the person concerned is or has been an officer of a partnership or overseas partnership, or director of a company or overseas company, also have regard in particular to the matters set out in paragraphs 5 to 7 of that Schedule.

(6) Subsection (1A) of section 6 applies for the purposes of this section as it applies for the purposes of that section.

(9) After the substitute version of section 15 of the Company Directors Disqualification Act 1986, insert—

Section 15A: Compensation orders and undertakings

15A.(1) The court may make a compensation order against a person on the application of the Secretary of State if it is satisfied that the conditions mentioned in subsection (3) are met.

(2) If it appears to the Secretary of State that the conditions mentioned in subsection (3) are met in respect of a person who has offered to give the Secretary of State a compensation undertaking, the Secretary of State may accept the undertaking instead of applying, or proceeding with an application, for a compensation order.

(3) The conditions are that—

(a)the person is subject to a disqualification order or disqualification undertaking under this Act; and

(b)conduct for which the person is subject to the order or undertaking has caused loss to one or more creditors of an insolvent partnership of which the person has at any time been an officer.

(4) An “insolvent partnership” is a partnership that is or has been insolvent and a partnership becomes insolvent if the partnership goes into liquidation at a time when its assets are insufficient for the payment of its debts and other liabilities and the expenses of the winding up.

(5) The Secretary of State may apply for a compensation order at any time before the end of the period of two years beginning with the date on which the disqualification order referred to in paragraph (a) of subsection (3) was made, or the disqualification undertaking referred to in that paragraph was accepted.

(6) In the case of a person subject to a disqualification order under section 8ZA or 8ZD, or a disqualification undertaking under section 8ZC or 8ZE, the reference in subsection (3)(b) to conduct is a reference to the conduct of the main transgressor in relation to which the person has exercised the requisite amount of influence.

(7) In this section and sections 15B and 15C “the court” means—

(a)in a case where a disqualification order has been made, the court that made the order;

(b)in any other case, the High Court.

Section 15B: Amounts payable under compensation orders and undertakings

15B.(1) A compensation order is an order requiring the person against whom it is made to pay an amount specified in the order—

(a)to the Secretary of State for the benefit of—

(i)a creditor or creditors specified in the order;

(ii)a class or classes of creditor so specified;

(b)as a contribution to the assets of a partnership so specified.

(2) A compensation undertaking is an undertaking to pay an amount specified in the undertaking—

(a)to the Secretary of State for the benefit of—

(i)a creditor or creditors specified in the undertaking;

(ii)a class or classes of creditor so specified;

(b)as a contribution to the assets of a partnership so specified.

(3) When specifying an amount the court (in the case of an order) and the Secretary of State (in the case of an undertaking) must in particular have regard to—

(a)the amount of the loss caused;

(b)the nature of the conduct mentioned in section 15A(3)(b);

(c)whether the person has made any other financial contribution in recompense for the conduct (whether under a statutory provision or otherwise).

(4) An amount payable by virtue of subsection (2) under a compensation undertaking is recoverable as if payable under a court order.

(5) An amount payable under a compensation order or compensation undertaking is provable as a bankruptcy debt.

(10) For the substitute version(39) of section 17 of the Company Directors Disqualification Act 1986, substitute—

Section 17: Application for leave under an order or undertaking

17.(1) Where a person is subject to a disqualification order made by a court having jurisdiction to wind up partnerships, any application for leave for the purposes of section 1(1)(a) shall be made to that court.

(3) Where a person is subject to a disqualification undertaking accepted at any time under section 5A, 7 or 8, any application for leave for the purposes of section 1A(1)(a) shall be made to any court to which, if the Secretary of State had applied for a disqualification order under the section in question at that time, his application could have been made.

(3ZA) Where a person is subject to a disqualification undertaking accepted at any time under section 8ZC, any application for leave for the purposes of section 1A(1)(a) must be made to any court to which, if the Secretary of State had applied for a disqualification order under section 8ZA at that time, that application could have been made.

(3ZB) Where a person is subject to a disqualification undertaking accepted at any time under section 8ZE, any application for leave for the purposes of section 1A(1)(a) must be made to the High Court.

(3A) Where a person is subject to a disqualification undertaking accepted at any time under section 9B any application for leave for the purposes of section 9B(4) must be made to the High Court.

(4) But where a person is subject to two or more disqualification orders or undertakings (or to one or more disqualification orders and to one or more disqualification undertakings), any application for leave for the purposes of sections 1(1)(a) or 1A(1)(a) shall be made to any court to which any such application relating to the latest order to be made, or undertaking to be accepted, could be made.

(5) On the hearing of an application for leave for the purposes of section 1(1)(a) or 1A(1)(a), the Secretary of State shall appear and call the attention of the court to any matters which seem to him to be relevant, and may himself give evidence or call witnesses.

(11) For the substitute version(40) of Schedule 1 to the Company Directors Disqualification Act 1986, substitute—

Section 12C

SCHEDULE 1DETERMINING UNFITNESS ETC.: MATTERS TO BE TAKEN INTO ACCOUNT

Matters to be taken into account in all cases

1.  The extent to which the person was responsible for the causes of any material contravention by a partnership or overseas partnership, or a company or overseas company, of any applicable legislative or other requirement.

2.  Where applicable, the extent to which the person was responsible for the causes of a partnership or overseas partnership, or company or overseas company, becoming insolvent.

3.  The frequency of conduct of the person which falls within paragraph 1 or 2.

4.  The nature and extent of any loss or harm caused, or any potential loss or harm which could have been caused, by the person’s conduct as an officer of any partnership or overseas partnership or as a director of any company or overseas company.

Additional matters to be taken into account where person is or has been an officer of a partnership or a director

5.  Any misfeasance or breach of any fiduciary or other duty by the person in relation to a partnership or overseas partnership or a company or overseas company.

6.  Any material breach of any legislative or other obligation of the person which applies as a result of being—

(a)an officer of a partnership or overseas partnership; or

(b)a director of a company or overseas company.

7.  The frequency of conduct of the person which falls within paragraph 5 or 6.

Interpretation

8.  Subsections (1A) to (2A) of section 6 apply for the purposes of this Schedule as they apply for the purposes of that section.

9.  In this Schedule “director” includes a shadow director..

Schedule 10

9.—(1) Schedule 10 is amended as follows.

(2) For “The Insolvency Rules 1986” substitute “The Insolvency (England and Wales) Rules 2016”.

Transitional and savings provisions

10.—(1) This Schedule does not apply in relation to any case in which a winding-up or a bankruptcy order was made in relation to a partnership or an insolvent member of a partnership before this Schedule came into force, and where this Schedule does not apply the law in force immediately before this Schedule came into force continues to have effect.

(2) Where winding-up or bankruptcy proceedings, commenced under the provisions of the law in force immediately before this Schedule came into force, were pending in relation to a partnership or an insolvent member of a partnership immediately before this Schedule came into force, either—

(a)those proceedings shall be continued, after the coming into force of this Schedule, in accordance with the provisions of this Schedule; or

(b)if the court so directs, they shall be continued under the provisions of the law in force immediately before this Schedule came into force.

(3) For the purpose of sub-paragraph (2) above, winding-up or bankruptcy proceedings are pending if a statutory or written demand has been served or a winding-up or bankruptcy petition has been presented.

Regulation 2

SCHEDULE 3ADMINISTRATION OF INSOLVENT ESTATES OF DECEASED PERSONS, ENGLAND AND WALES

The Administration of Insolvent Estates of Deceased Persons Order 1986

1.—(1) The Administration of Insolvent Estates of Deceased Persons Order 1986(41) is amended as follows.

(2) In article 2, in the definition of “the Rules”, for “The Insolvency Rules 1986” substitute “The Insolvency (England and Wales) Rules 2016”.

(3) (a) Schedule 1 is amended as follows.

(b)In paragraph 1(42) of Part 2, after sub-paragraph (b) insert

(ba)after subsection (1)(a) there shall be added—

(aa)by the personal representative of the deceased debtor..

(c)After paragraph 1 of Part 2, insert—

1A.  Section 265 with the modification that after subsection (4) there shall be inserted—

(5) A petition by the personal representative of a deceased debtor for an insolvency administration order in Form 6 set out in Schedule 3 to the Administration of Insolvent Estates of Deceased Persons Order 1986 may be presented to the court only on the grounds that the estate of a deceased debtor is insolvent.

(6) A petition under subsection (5) must be accompanied by a statement of the deceased debtor’s affairs containing—

(a)such particulars of the debtor’s creditors and of his debts and other liabilities and of his assets as may be prescribed; and

(b)such other information as is required by Form 7 set out in Schedule 3 to the Administration of Insolvent Estates of Deceased Persons Order 1986.

(d)In paragraph 5 of Part 2, in the substitute version of section 271, after subsection (5) insert—

(6) The court must make an insolvency administration order in Form 4 set out in Schedule 3 to the Administration of Insolvent Estates of Deceased Persons Order 1986 on the hearing of a petition presented under section 265(5) if it is satisfied that the deceased debtor’s estate is insolvent.

(e)Omit paragraph 6(43) of Part 2.

(f)Omit paragraph 7 of Part 2.

The Deregulation Act 2015 and Small Business, Enterprise and Employment Act 2015 (Consequential Amendments) (Savings) Regulations 2017

2.—(1) The Deregulation Act 2015 and Small Business, Enterprise and Employment Act 2015 (Consequential Amendments) (Savings) Regulations 2017(44) is amended as follows.

(2) Omit paragraph 1(2) of Schedule 2.

Transitional and savings provisions

3.—(1) This Schedule does not apply in relation to any case in which a bankruptcy order was made in relation to an insolvent estate before this Schedule came into force, and where this Schedule does not apply the law in force immediately before this Schedule came into force continues to have effect.

(2) Where bankruptcy proceedings, commenced under the provisions of the law in force immediately before this Schedule came into force, were pending in relation to an insolvent estate immediately before this Schedule came into force, either—

(a)those proceedings shall be continued, after the coming into force of this Schedule, in accordance with the provisions of this Schedule; or

(b)if the court so directs, they shall be continued under the provisions of the law in force immediately before this Schedule came into force.

(3) For the purpose of sub-paragraph (2) above, winding-up or bankruptcy proceedings are pending if a statutory demand has been served or a bankruptcy petition has been presented.

Regulation 2

SCHEDULE 4NOTICE OF APPOINTMENT OF A LIQUIDATOR OF A COMPANY, ENGLAND AND WALES

1.—(1) The Companies (Forms) (Amendment) Regulations 1987(45) are amended as follows.

(2) These amendments have effect in relation to a liquidator appointed after the date on which this Schedule comes into force.

(3) For regulation 5(3) substitute—

(3) (a) The notice to the registrar of companies under section 109 of the Insolvency Act 1986(46) must contain—

(i)details of the company;

(ii)details of the proceedings;

(iii)a statement by the liquidator that he has been appointed liquidator of the company, indicating whether the appointment was by the company or the creditors, and the type of liquidation, whether members’ or creditors’;

(iv)the date of appointment;

(v)the name, IP number, and contact details of the liquidator; and

(b)The notice must be authenticated by the liquidator, or if there is more than one liquidator, by at least one liquidator.

(4) After regulation 5(3), insert—

(3A) The form 600a set out in Part III of Schedule 2 to these Regulations, with such variations as circumstances require, is the form prescribed for the purposes of publication in the Gazette under section 109 of the Insolvency Act 1986.

(5) In Part 3 of Schedule 2, omit Form 600.

Regulation 2

SCHEDULE 5AMENDMENTS ARISING FROM REGULATION (EU) 2015/848 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 20 MAY 2015

The Cross-Border Insolvency Regulations 2006

1.—(1) The Cross-Border Insolvency Regulations 2006(47) are amended as follows.

(2) In Schedule 1, in the title and words of article 3, for “EC Insolvency Regulation” substitute “EU Insolvency Regulation” wherever it occurs.

(3) Schedule 2 is amended as follows.

(a)In paragraph 1(1), in the definition of “secondary proceedings”—

(i)for “Articles 3(2) and 3(3) of the EC Insolvency Regulation” substitute “Articles 3(2) and 3(3) of the EU Insolvency Regulation”.

(ii)for “winding up proceedings in Article 2(c) of the EC Insolvency Regulation” substitute “insolvency proceedings in Article 2(4) of the EU Insolvency Regulation”.

(b)In paragraph 1(1), in the definition of “territorial proceedings”—

(i)for “Articles 3(2) and 3(4) of the EC Insolvency Regulation” substitute “Articles 3(2) and 3(4) of the EU Insolvency Regulation”.

(ii)for “Article 2(a) of the EC Insolvency Regulation” substitute “Article 2(4) of the EU Insolvency Regulation”.

(c)In paragraph 4(2), for “EC Insolvency Regulation” substitute “EU Insolvency Regulation”.

(d)In paragraph 6(2)(b), for “EC Insolvency Regulation” substitute “EU Insolvency Regulation”.

The Regulated Covered Bonds Regulations 2008

2.—(1) The Regulated Covered Bonds Regulations 2008(48) are amended as follows.

(2) In regulation 1(2) (Citation, commencement and interpretation) in the definition of “centre of main interests” for “Regulation (EU) 2015/848 of the European Parliament and of the Council of 29 May 2000 on insolvency proceedings” substitute “Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings(49).”

(1)

S.I. 2001/1090; relevant amending instruments are S.I. 2004/355, 2005/1989, 2005/2114, 2008/1911, 2009/1804, 2015/1641, and 2016/481.

(2)

S.I. 2016/1024, amended by S.I. 2017/369.

(5)

As amended by paragraph 3(a)(ii) of Schedule 2 to S.I. 2005/1989.

(6)

Section 4 was amended by paragraph 4(2) of Part 1 of Schedule 9 to the Small Business, Enterprise and Employment Act 2015 (c. 26).

(7)

As amended by paragraph 3(b) of Schedule 2 to S.I. 2005/1989. Section 4A was inserted by section 2 of, and paragraph 5 of Schedule 2 to, the Insolvency Act 2000, and amended by paragraph 5(2)(a) of Part 1 of Schedule 9 to the Small Business, Enterprise and Employment Act 2015.

(8)

The item relating to section 5 was amended by paragraph 3(c) of Schedule 2 to S.I. 2005/1989.

(9)

As amended by paragraph 3(d) of Schedule 2 to S.I. 2005/1989.

(10)

Subsection (7) was renumbered and amended by paragraph 7(13) of Part 1 of Schedule 9 of the Small Business, Enterprise and Employment Act 2015.

(11)

As amended by paragraph 3(f) of Schedule 2 to S.I. 2005/1989.

(12)

As substituted by paragraph 29 of Part 1 of Schedule 9 to the Small Business, Enterprise and Employment Act 2015.

(13)

Schedule A1 was inserted by section 1 of, and paragraph 4 of Schedule 1 to, the Insolvency Act 2000 (c. 39). The relevant items were inserted by paragraph 14 of Schedule 2 to S.I. 2005/1989.

(14)

Schedule B1 was inserted by section 248 of, and Schedule 16 to, the Enterprise Act 2002 (c. 40). The relevant item was inserted by paragraph 14 of Schedule 2 to S.I. 2005/1989.

(20)

OJEU L.141 of 5 June 2015 p.19.

(21)

Schedule B1 was inserted by paragraph 1 of Schedule 16 to the Enterprise Act 2002 (c. 40).

(22)

As preserved by article 12(2) of S.I. 2010/18.

(24)

As amended by paragraph 56 of Part 4 of Schedule 1 to S.I. 2017/702.

(25)

As amended by paragraph 57 of Part 4 of Schedule 1 to S.I. 2017/702.

(27)

S.R. 2004/307, amended by S.R. 2002/3152; there are other amending instruments but none is relevant.

(28)

S.I. 1994/2421; relevant amending instruments are S.I. 2001/767, 2001/3649, 2002/1308, 2002/2708, 2005/1516, 2006/622, and 2017/540.

(29)

As amended by article 2(2) of S.I. 2001/767.

(30)

As amended by article 9(4)(b) of S.I. 2002/2708.

(31)

As amended by article 10(2) of S.I. 2005/1516.

(32)

As amended by paragraph 9(9) of Schedule 2 to S.I. 2017/540.

(34)

As amended by article 3(2) and (3) of S.I. 2001/767, and article 11(2) and (3) of S.I. 2005/1516. Section 7(3) was repealed by section 107(3) of Part 9 of the Small Business, Enterprise and Employment Act 2015.

(35)

Section 7A(8) and (11) do not apply to partnerships.

(36)

As amended by article 3(4) of S.I. 2001/767, and article 470 of Part 9 of S.I. 2001/3649.

(37)

As amended by article 3(5) of S.I. 2001/767.

(38)

Section 12C(2) and (5) do not apply to partnerships.

(39)

As amended by article 3(6) of S.I. 2001/767. Section 17(2), (6) and (7) do not apply to partnerships.

(40)

As amended by paragraph 11(2), (3), and (4) of Schedule 2 to S.I. 2017/540.

(41)

S.I. 1986/1999; relevant amending instruments are S.I. 2016/481 and 2017/540.

(42)

As amended by S.I 2016/481 and 2017/540.

(43)

As amended by paragraph 2(7)(b) of Part 1 of Schedule 2 to S.I. 2016/481.

(45)

S.I. 1987/752, to which there are amendments not relevant to these Regulations.

(46)

Part 1 of the Insolvency Rules 2016 (S.I. 2016/1024) applies to this notice and should be consulted in relation to the definition of “details” (rule 1.6), “IP number” (rule 1.2), and “authenticated” (rule 1.5).

(47)

S.I. 2006/1030, amended by S.I. 2017/702; there are other amending instruments but none is relevant.

(48)

S.I. 2008/346, amended by S.I. 2017/702; there are other amending instruments but none is relevant.

(49)

OJEU L.141 of 5 June 2015 p.19.

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