http://www.legislation.gov.uk/ssi/2018/347/part/8/chapter/3The Insolvency (Scotland) (Receivership and Winding up) Rules 2018texttext/xmlenStatute Law DatabaseINSOLVENCY;COMPANIES2024-05-15Expert Participation2021-10-01 These Rules set out the detailed procedures for the conduct of receivership and winding up proceedings in Scotland under the Insolvency Act 1986 (“the Act”). The Rules accordingly give effect, for Scotland, to Parts 3 to 7 of the Act and to EU Regulation No 2015/848 of 20 May 2015 on insolvency proceedings (“the EU Regulation”). PART 8DECISION MAKINGCHAPTER 3Notices, voting and venues for decisions

[Note: a document required by the Act or these Rules must also contain the standard contents required as set out in Part 1.]

Notices to creditors of decision procedure81This rule sets out the requirements for notices to creditors where a decision is sought by a decision procedure.2The convener must deliver a notice to every creditor who is entitled to notice of the procedure.3The notice must contain the following—aidentification details for the insolvency proceedings;bdetails of the decision to be made or of any resolution on which a decision is sought;ca description of the decision procedure which the convener is using, and arrangements, including the venue, for the decision procedure;da statement of the decision date;ea statement as to when the creditor must have delivered a statement of claim and documentary evidence of debt in accordance with these Rules failing which a vote by the creditor will be disregarded;fa statement that a creditor whose debt is treated as a small debt in accordance with rule 7.35 must still deliver a statement of claim and documentary evidence of debt if that creditor wishes to vote;ga statement that a creditor who has opted out from receiving notices may nevertheless vote if the creditor provides a statement of claim and documentary evidence of debt in accordance with paragraph (e);hin the case of a decision to remove a liquidator in a creditors' voluntary winding up or a winding up by the court, a statement drawing the attention of creditors to section 173(2) or 174(4) (which relate to the release of the liquidator), as appropriate ;iexcept in the case of a physical meeting, a statement that creditors who meet the thresholds in section 246ZE(7) may, within 5 business days from the date of delivery of the notice, require a physical meeting to be held to consider the matter;jin the case of a meeting, a statement that any proxy must be delivered to the convener or chair before it may be used at the meeting;kin the case of a meeting, a statement that, where applicable, a complaint may be made in accordance with rule 8.38 and the period within which such a complaint may be made; andla statement that a creditor may appeal a decision in accordance with rule 8.35, and the relevant period under rule 8.35 within which such an appeal may be made.4The notice must be authenticated and dated by the convener.5Where the decision procedure is a meeting the notice must be accompanied by a blank proxy complying with rule 9.3.6This rule does not apply if the court orders under rule 8.12 that notice of a decision procedure be given by advertisement only.Voting in a decision procedure81In order to be counted in a decision procedure other than where votes are cast at a meeting, votes must—abe received by the convener on or before the decision date; andbin the case of a vote cast by a creditor, be accompanied by a statement of claim and documentary evidence of debt (where the requirement to provide the latter is not dispensed with under rule 8.28(2)) unless already given to the convener.2In a receivership, a creditors' voluntary winding up or a winding up by the court a vote must be disregarded if—aa statement of claim and, where required, documentary evidence of debt are not received by the convener on or before the decision date or, in the case of a meeting, at or before the meeting (unless under rule 8.26 the chair is content to accept them before resumption of the adjourned meeting); orbthe convener decides, in the application of Chapter 8 of this Part, that the creditor is not entitled to cast the vote.3The convener must have received at least one valid vote on or before the decision date in order for the decision to be made.Venue for the decision procedure8The convener must have regard to the convenience of those invited to participate when fixing the venue for a decision procedure (including the resumption of an adjourned meeting).Notice of decision procedures or of seeking deemed consent: when and to whom delivered

[Note: when an office-holder is obliged to give notice to “the creditors”, this is subject to rule 1.33, which limits the obligation to giving notice to those creditors of whose address the office-holder is aware.]

<P1 DocumentURI="http://www.legislation.gov.uk/ssi/2018/347/part/8/chapter/3/article/8n11" IdURI="http://www.legislation.gov.uk/id/ssi/2018/347/part/8/chapter/3/article/8n11" id="part-8-chapter-3-article-8n11" shortId="article-8"><Pnumber PuncAfter=".11.">8</Pnumber><P1para><P2 DocumentURI="http://www.legislation.gov.uk/ssi/2018/347/part/8/chapter/3/article/8/1n6" IdURI="http://www.legislation.gov.uk/id/ssi/2018/347/part/8/chapter/3/article/8/1n6" id="part-8-chapter-3-article-8-1n6" shortId="article-8-1"><Pnumber>1</Pnumber><P2para><Text>Notices of decision procedures, and notices seeking deemed consent, must be delivered in accordance with the following table.</Text></P2para><Tabular Orientation="portrait"><table xmlns="http://www.w3.org/1999/xhtml" cols="4"><colgroup><col width="25%"/><col width="25%"/><col width="25%"/><col width="25%"/></colgroup><tbody><tr><th><Emphasis xmlns="http://www.legislation.gov.uk/namespaces/legislation">Proceedings</Emphasis></th><th><Emphasis xmlns="http://www.legislation.gov.uk/namespaces/legislation">Decisions</Emphasis></th><th><Emphasis xmlns="http://www.legislation.gov.uk/namespaces/legislation">Persons to whom notice must be delivered</Emphasis></th><th><Emphasis xmlns="http://www.legislation.gov.uk/namespaces/legislation">Minimum notice required</Emphasis></th></tr><tr><td>receivership</td><td>decisions of creditors</td><td>the creditors</td><td>14 days</td></tr><tr><td>creditors' voluntary winding up</td><td>decisions of creditors for appointment of liquidator (including any decision made at the same time on the establishment of a liquidation committee)</td><td>the creditors</td><td>14 days on conversion from members' voluntary liquidation, 7 days on conversion from member's voluntary liquidation where deemed consent has been objected to and in other cases, 3 business days</td></tr><tr><td>creditors' voluntary winding up or a winding up by the court</td><td>decisions of creditors to consider whether a replacement should be appointed after a liquidator's resignation</td><td>the creditors</td><td>28 days</td></tr><tr><td>winding up by the court</td><td>decisions of creditors to consider whether to remove or replace the liquidator (other than after a liquidator's resignation)</td><td>the creditors</td><td>14 days</td></tr><tr><td>creditors' voluntary winding up or a winding up by the court</td><td>other decisions of creditors</td><td>the creditors</td><td>14 days</td></tr><tr><td>creditors' voluntary winding up or a winding up by the court</td><td>decisions of contributories</td><td>every person appearing (by the company's records or otherwise) to be a contributory</td><td>14 days</td></tr><tr><td><CommentaryRef xmlns="http://www.legislation.gov.uk/namespaces/legislation" Ref="key-9b23ae8b0b9772002d304d2f601f307f"/>. . .</td><td><CommentaryRef xmlns="http://www.legislation.gov.uk/namespaces/legislation" Ref="key-9b23ae8b0b9772002d304d2f601f307f"/>. . .</td><td><CommentaryRef xmlns="http://www.legislation.gov.uk/namespaces/legislation" Ref="key-9b23ae8b0b9772002d304d2f601f307f"/>. . .</td><td><CommentaryRef xmlns="http://www.legislation.gov.uk/namespaces/legislation" Ref="key-9b23ae8b0b9772002d304d2f601f307f"/>. . .</td></tr></tbody></table></Tabular></P2><P2 DocumentURI="http://www.legislation.gov.uk/ssi/2018/347/part/8/chapter/3/article/8/2n6" IdURI="http://www.legislation.gov.uk/id/ssi/2018/347/part/8/chapter/3/article/8/2n6" id="part-8-chapter-3-article-8-2n6" shortId="article-8-2"><Pnumber>2</Pnumber><P2para><Text>This rule does not apply where the court orders under rule 8.12 that notice of a decision procedure be given by advertisement only.</Text></P2para></P2></P1para></P1></P1group><P1group RestrictStartDate="2019-04-06"><Title>Notice of decision procedure by advertisement only81The court may order that notice of a decision procedure is to be given by advertisement only and not by individual notice to the persons concerned.2In considering whether to make such an order, the court must have regard to the relative cost of advertisement as against the giving of individual notices, the amount of assets available and the extent of the interest of creditors, members or contributories or any particular class of them.3The advertisement must meet the requirements for a notice under rule 8.8(3), and must also state—athat the court ordered that notice of the decision procedure be given by advertisement only; andbthe date of the court's order.Gazetting and advertisement81In a creditors' voluntary winding up or a winding up by the court where a decision is being sought in a meeting the convener must gazette a notice stating—athat a meeting of creditors or contributories is to take place;bthe venue for the meeting;cthe purpose of the meeting; anddthe time and date by which, and place at which, those attending must deliver proxies and statements of claim and documentary evidence of debt (if not already delivered) in order to be entitled to vote.2The notice must also state—awho is the convener in respect of the meeting; andbif the meeting results from a request of one or more creditors under section 246ZE, the fact that it was so summoned.3The notice must be gazetted before or as soon as reasonably practicable after notice of the meeting is delivered in accordance with these Rules.4Information to be gazetted under this rule may also be advertised in such other manner as the convener thinks fit.5The convener may gazette other decision procedures or the deemed consent procedure in which case the equivalent information to that required by this rule must be stated in the notice.Notice to company officers in respect of meetings81In a creditors' voluntary winding up or a winding up by the court notice to participate in a creditors' meeting must be delivered to every present or former officer of the company whose presence the convener thinks is required and that person is required to attend the meeting.2A notice under this rule must be delivered in compliance with the minimum notice requirements set out in rule 8.2(2) or in compliance with an order of the court under rule 8.12.Non-receipt of notice of decision8Where a decision is sought by a notice in accordance with the Act or these Rules, the decision procedure or deemed consent procedure is presumed to have been duly initiated and conducted, even if not everyone to whom the notice is to be delivered has received it.Decisions on remuneration and conduct81This rule applies in relation to a decision or resolution which is proposed in a creditors' voluntary winding up or a winding up by the court and which affects a person in relation to that person's remuneration or conduct as liquidator (actual, proposed or former).2The following may not vote on such a decision or resolution whether as a creditor, contributory, proxy-holder or corporate representative, except so far as permitted by rule 9.7 (proxy-holder with financial interest)—athat person;bthe partners and employees of that person;cthe officers and employees of the company of which that person is a director, officer or employee; anddthe representative of any person mentioned in sub-paragraphs (a) to (c).Section 173(2)(d) is prospectively amended, (2)(a), (b) and (e) substituted and (2A) inserted by paragraph 44 of schedule 9 of the 2015 Act, and section 174(4) amended by paragraph 45 of schedule 9 of the same Act.Words in rule 8.11(1) omitted (31.12.2020) by virtue of S.I. 2019/146, Sch. para. 137I (as inserted by The Insolvency (Amendment) (EU Exit) (No. 2) Regulations 2019 (S.I. 2019/1459), reg. 1(2), Sch. para. 6; 2020 c. 1, Sch. 5 para. 1(1))