The Insolvency (Scotland) (Company Voluntary Arrangements and Administration) Rules 2018

1. Introductory Text

2. INTRODUCTORY RULES

   1. 1. Citation and Commencement

   2. 2. Revocations

   3. 3. Extent and application

   4. 4. Transitional and savings provisions

   5. 5. Punishment of offences

   6. 6. Review

3. PART 1 SCOPE, INTERPRETATION, TIME AND RULES ABOUT DOCUMENTS

   1. CHAPTER 1 Scope of these Rules

      1. 1.1. Scope

   2. CHAPTER 2 Interpretation

      1. 1.2. Defined terms

   3. CHAPTER 3 Calculation of time periods

      1. 1.3. Periods of time expressed in days

      2. 1.4. Periods of time expressed in months

   4. CHAPTER 4 Form and content of documents

      1. 1.5. Requirement for writing and form of documents

      2. 1.6. Authentication

      3. 1.7. Information required to identify persons and insolvency proceedings etc.

      4. 1.8. Reasons for stating that insolvency proceedings are or will be main, secondary etc. under the EU Regulation

      5. 1.9. Prescribed format of documents

      6. 1.10. Variations from prescribed contents

   5. CHAPTER 5 Standard contents of Gazette notices and the Gazette as evidence etc.

      1. 1.11. Contents of notices to be gazetted under the Act or Rules

      2. 1.12. Standard contents of Gazette notices

      3. 1.13. The Gazette: evidence, variations, errors and timing

   6. CHAPTER 6 Standard contents of notices advertised otherwise than in the Gazette

      1. 1.14. Standard contents of notices advertised otherwise than in the Gazette

      2. 1.15. Non-Gazette notices: clear and comprehensible

   7. CHAPTER 7 Standard contents of documents to be delivered to the registrar of companies

      1. 1.16. Standard contents of documents delivered to the registrar of companies

      2. 1.17. Registrar of companies: covering notices

      3. 1.18. Standard contents of all documents

      4. 1.19. Standard contents of documents relating to the office of office-holders

      5. 1.20. Standard contents of documents relating to other documents

      6. 1.21. Standard contents of documents relating to court orders

      7. 1.22. Standard contents of returns or reports of decisions

      8. 1.23. Standard contents of returns or reports of matters considered by company members by written resolution

      9. 1.24. Standard contents of documents relating to other events

   8. CHAPTER 8 Standard contents of notices for delivery to other persons etc.

      1. 1.25. Standard contents of notices to be delivered to persons other than the registrar of companies

      2. 1.26. Standard contents of all notices

      3. 1.27. Standard contents of notices relating to the office of office-holders

      4. 1.28. Standard contents of notices relating to documents

      5. 1.29. Standard contents of notices relating to court proceedings or orders

      6. 1.30. Standard contents of notices of the results of decisions

      7. 1.31. Standard contents of returns or reports of matters considered by company members by written resolution

   9. CHAPTER 9 Delivery of documents and opting out (sections 246C and 248A)

      1. Application of Chapter

      2. 1.33. Delivery to the creditors and opting out

      3. 1.34. Creditor’s election to opt out

      4. 1.35. Office-holder to provide information to creditors on opting out

      5. 1.36. Delivery of documents to authorised recipients

      6. 1.37. Delivery of documents to joint office-holders

      7. 1.38. Postal delivery of documents

      8. 1.39. Delivery by document exchange

      9. 1.40. Personal delivery of documents

      10. 1.41. Electronic delivery of documents

      11. 1.42. Electronic delivery of documents to the court

      12. 1.43. Electronic delivery by office-holders

      13. Use of website by office-holder to deliver a particular document (section 246B)

      14. 1.45. General use of website to deliver documents

      15. 1.46. Retention period for documents made available on websites

      16. 1.47. Proof of delivery of documents

      17. 1.48. Delivery of statements of claim and documentary evidence of debt

   10. CHAPTER 10 Inspection of documents, copies and provision of information

       1. 1.49. Right to copies of documents

       2. 1.50. Charges for copies of documents provided by the office-holder

       3. 1.51. Offence in relation to inspection of documents

       4. 1.52. Right to list of creditors

       5. 1.53. Confidentiality of documents: grounds for refusing inspection

       6. 1.54. Sederunt book

       7. 1.55. Transfer and disposal of company’s books, papers and other records

   11. CHAPTER 11 Formal defects

       1. 1.56. Power to cure defects in procedure

       2. 1.57. Formal defects

4. PART 2 COMPANY VOLUNTARY ARRANGEMENTS

   1. CHAPTER 1 Preliminary

      1. 2.1. Interpretation

   2. CHAPTER 2 The proposal for a CVA (section 1)

      1. 2.2. Proposal for a CVA: general principles and amendment

      2. 2.3. Proposal: contents

   3. CHAPTER 3 Procedure for a CVA without a moratorium

      1. 2.4. Procedure for proposal where the nominee is not the liquidator or the administrator (section 2)

      2. 2.5. Statement of affairs (section 2(3))

      3. 2.6. Application to omit information from statement of affairs delivered to creditors

      4. 2.7. Additional disclosure for assistance of nominee where nominee is not the liquidator or administrator

      5. 2.8. Nominee’s report on proposal where the nominee is not the liquidator or administrator (section 2(2))

      6. 2.9. Replacement of nominee (section 2(4))

   4. CHAPTER 4 Procedure for a CVA with a Moratorium

      1. 2.10. Statement of affairs (paragraph 6(1)(b) of Schedule A1)

      2. 2.11. Application to omit information from a statement of affairs

      3. 2.12. The nominee’s statement (paragraph 6(2) of Schedule A1)

      4. 2.13. Documents lodged with court to obtain moratorium (paragraph 7(1) of Schedule A1)

      5. 2.14. Notice and advertisement of beginning of moratorium

      6. 2.15. Notice of continuation of moratorium where physical meeting of creditors is summoned (paragraph 8(3B) of Schedule A1)

      7. 2.16. Notice of decision extending or further extending a moratorium (paragraph 36 of Schedule A1)

      8. 2.17. Notice of court order extending, further extending, renewing or continuing a moratorium (paragraph 34(2) of Schedule A1)

      9. 2.18. Advertisement of end of a moratorium (paragraph 11(1) of Schedule A1)

      10. 2.19. Disposal of secured property etc. during a moratorium

      11. 2.20. Withdrawal of nominee’s consent to act (paragraph 25(5) of Schedule A1)

      12. 2.21. Application to the court to replace the nominee (paragraph 28 of Schedule A1)

      13. 2.22. Notice of appointment of replacement nominee

      14. 2.23. Applications to court to challenge nominee’s actions etc. (paragraphs 26 and 27 of Schedule A1)

   5. CHAPTER 5 Consideration of the proposal by the company members and creditors

      1. 2.24. Consideration of proposal: common requirements (section 3)

      2. 2.25. Members’ consideration at a meeting

      3. 2.26. Creditors’ consideration by a decision procedure

      4. 2.27. Timing of decisions on proposal

      5. 2.28. Creditors’ approval of modified proposal

      6. 2.29. Notice of members’ meeting and attendance of officers

      7. 2.30. Requisition of physical meeting by creditors

      8. 2.31. Non-receipt of notice by members

      9. 2.32. Proposal for alternative supervisor

      10. 2.33. Chair at meetings

      11. 2.34. Members’ voting rights

      12. 2.35. Requisite majorities of members

      13. 2.36. Notice of order made under section 4A(6) or paragraph 36(5) of Schedule A1

      14. 2.37. Report of consideration of proposal under section 4(6) and (6A) or paragraph 30(3) and (4) of Schedule A1

   6. CHAPTER 6

      1. Additional matters concerning and following approval of CVA

         1. 2.38. Handover of property etc. to supervisor

         2. 2.39. Revocation or suspension of CVA

         3. 2.40. Supervisor’s accounts and reports

         4. 2.41. Production of accounts and records to Secretary of State

         5. 2.42. Fees and expenses

         6. 2.43. Termination or full implementation of CVA

   7. CHAPTER 7 Time recording information

      1. 2.44. Provision of information

5. PART 3 ADMINISTRATION

   1. CHAPTER 1 Interpretation for this Part

      1. 3.1. Interpretation for Part 3

      2. 3.2. Proposed administrator’s statement and consent to act

   2. CHAPTER 2 Appointment of administrator by Court

      1. 3.3. Administration application (paragraph 12 of Schedule B1)

      2. 3.4. Administration application made by the directors

      3. 3.5. Administration application by the supervisor of a CVA

      4. 3.6. Application

      5. 3.7. Notice to messengers-at-arms or sheriff officers

      6. 3.8. Notice of other insolvency proceedings

      7. 3.9. Intervention by holder of a qualifying floating charge (paragraph 36(1)(b) of Schedule B1)

      8. 3.10. The hearing

      9. 3.11. The order

      10. 3.12. Order on an application under paragraph 37 or 38 of Schedule B1

      11. 3.13. Notice of administration order

      12. 3.14. Notice of dismissal of application for an administration order

      13. 3.15. Expenses allowed by the court

   3. CHAPTER 3 Appointment of administrator by holder of floating charge

      1. 3.16. Notice of intention to appoint

      2. 3.17. Notice of appointment

      3. 3.18. Lodging of notice with the court

      4. 3.19. Appointment by floating charge holder after administration application made

      5. 3.20. Appointment taking place out of court business hours: procedure

      6. 3.21. Appointment taking place out of court business hours: content of notice

      7. 3.22. Appointment taking place out of court business hours: legal effect

   4. CHAPTER 4 Appointment of administrator by company or directors

      1. 3.23. Notice of intention to appoint

      2. 3.24. Notice of appointment after notice of intention to appoint

      3. 3.25. Notice of appointment without prior notice of intention to appoint

      4. 3.26. Notice of appointment: lodging with the court

   5. CHAPTER 5 Notice of administrator’s appointment

      1. 3.27. Publication of administrator’s appointment

   6. CHAPTER 6 Statement of affairs

      1. 3.28. Interpretation

      2. Statement of affairs: notice requiring and delivery to the administrator (paragraph 47(1) of Schedule B1)

      3. 3.30. Statement of affairs: content (paragraph 47 of Schedule B1)

      4. 3.31. Statement of affairs: statement of concurrence

      5. 3.32. Statement of affairs: registrar of companies

      6. 3.33. Statement of affairs: release from requirement and extension of time

      7. 3.34. Statement of affairs: expenses

   7. CHAPTER 7 Administrator’s proposals

      1. 3.35. Administrator’s proposals: additional content

      2. 3.36. Administrator’s proposals: statement of pre-administration costs

      3. 3.37. Advertising administrator’s proposals and notices of extension of time for delivery of proposals (paragraph 49 of Schedule B1)

      4. 3.38. Seeking approval of the administrator’s proposals

      5. 3.39. Invitation to creditors to form a creditors’ committee

      6. 3.40. Notice of extension of time to seek approval

      7. 3.41. Notice of the creditors’ decision on the administrator’s proposals (paragraph 53(2))

      8. 3.42. Administrator’s proposals: revision

      9. 3.43. Notice of result of creditors’ decision on revised proposals (paragraph 54(6))

   8. CHAPTER 8 Limited disclosure of statements of affairs and proposals

      1. 3.44. Application of Chapter

      2. 3.45. Orders limiting disclosure of statement of affairs etc.

      3. 3.46. Order for disclosure by administrator

      4. 3.47. Discharge or variation of order for limited disclosure

      5. 3.48. Publication etc. of statement of affairs or statements of proposals

   9. CHAPTER 9 Disposal of secured property

      1. 3.49. Disposal of secured property

   10. CHAPTER 10 Expenses of the Administration

       1. 3.50. Expenses

       2. 3.51. Order of priority

       3. 3.52. Pre-administration costs

   11. CHAPTER 11 Extension and ending of administration

       1. 3.53. Interpretation

       2. 3.54. Application to extend an administration and extension by consent (paragraph 76(2) of Schedule B1)

       3. 3.55. Notice of automatic end of administration (paragraph 76 of Schedule B1)

       4. 3.56. Notice of end of administration when purposes achieved (paragraph 80(2) of Schedule B1)

       5. 3.57. Administrator’s application for order ending administration (paragraph 79 of Schedule B1)

       6. 3.58. Creditors’ application for order ending administration (paragraph 81 of Schedule B1)

       7. 3.59. Notice by administrator of court order

       8. 3.60. Moving from administration to creditors’ voluntary winding up (paragraph 83 of Schedule B1)

       9. 3.61. Moving from administration to dissolution (paragraph 84 of Schedule B1)

   12. CHAPTER 12 Replacing the administrator

       1. 3.62. Grounds for resignation

       2. 3.63. Notice of intention to resign

       3. 3.64. Notice of resignation (paragraph 87 of Schedule B1)

       4. 3.65. Application to court to remove administrator from office

       5. 3.66. Notice of vacation of office when administrator ceases to be qualified to act

       6. 3.67. Deceased administrator

       7. 3.68. Application to replace

       8. 3.69. Appointment of replacement or additional administrator

       9. 3.70. Administrator’s duties on vacating office

   13. CHAPTER 13 Creditors’ Committees

       1. 3.71. Scope

       2. 3.72. Functions of a creditors’ committee

       3. 3.73. Number of members of a creditors’ committee

       4. 3.74. Eligibility for membership of creditors’ committee

       5. 3.75. Establishment of creditors’ committees

       6. 3.76. Notice of change of membership of a committee

       7. 3.77. Vacancies: members of creditors’ committee

       8. 3.78. Resignation

       9. 3.79. Termination of membership

       10. 3.80. Removal

       11. 3.81. Meetings of creditors’ committee

       12. 3.82. The chair at meetings

       13. 3.83. Quorum

       14. 3.84. Committee members’ representatives

       15. 3.85. Voting rights and resolutions

       16. 3.86. Resolutions by correspondence

       17. 3.87. Remote attendance at meetings of creditors’ committee

       18. 3.88. Procedure for requests that a place for a meeting should be specified

       19. Notice requiring administrator to attend the creditors’ committee (paragraph 57(3)(a) of Schedule B1)

       20. 3.90. Expenses of members etc.

       21. 3.91. Dealings by creditors’ committee members and others

       22. 3.92. Formal defects

   14. CHAPTER 14 Reporting and Remuneration

       1. 3.93. Progress reports

       2. 3.94. Progress reports: content

       3. 3.95. Administrator’s outlays and remuneration: claims

       4. 3.96. Administrator’s outlays and remuneration: determination

       5. 3.97. Administrator’s remuneration: basis of remuneration

       6. 3.98. Former administrator’s outlays and remuneration

       7. 3.99. Appeal against fixing of remuneration.

       8. 3.100. Creditor’s claim that remuneration is excessive

       9. 3.101. Remuneration of joint administrators

   15. CHAPTER 15 Claims by and distributions to Creditors

       1. 3.102. Application and interpretation of Chapter

       2. 3.103. Payments of dividends

       3. 3.104. New administrator appointed

       4. 3.105. Submission of claims

       5. 3.106. False claims or evidence

       6. 3.107. Evidence of claims

       7. 3.108. Adjudication of claims

       8. 3.109. Entitlement to draw a dividend

       9. 3.110. Liabilities and rights of obligants

       10. 3.111. Amount which may be claimed generally

       11. 3.112. Debts depending on contingency

       12. 3.113. Secured debts

       13. 3.114. Claims in foreign currency

       14. 3.115. Order of priority in distribution

       15. 3.116. Order of priority of expenses of administration

       16. 3.117. Estate to be distributed in respect of the accounting periods

       17. 3.118. Small debts

       18. 3.119. Contents of notice to be delivered to creditors owed small debts etc.

6. PART 4 BLOCK TRANSFER OF PROCEEDINGS

   1. 4.1. Power to make a block transfer order

   2. 4.2. Application for a block transfer order

   3. 4.3. Action following application for a block transfer order

7. PART 5 DECISION MAKING

   1. CHAPTER 1 Application of Part

      1. 5.1. Application of Part

   2. CHAPTER 2 Decision procedures

      1. 5.2. Interpretation

      2. The prescribed decision procedures

      3. 5.4. Electronic voting

      4. 5.5. Virtual meetings

      5. 5.6. Physical meetings

      6. Deemed consent

   3. CHAPTER 3 Notices, voting and venues for decisions

      1. 5.8. Notices to creditors of decision procedure

      2. 5.9. Voting in a decision procedure

      3. 5.10. Venue for the decision procedure

      4. Notice of decision procedures or of seeking deemed consent: when and to whom delivered

      5. 5.12. Notice of decision procedure by advertisement only

      6. 5.13. Gazetting and advertisement

      7. 5.14. Notice to company officers in respect of meetings

      8. 5.15. Non-receipt of notice of decision

      9. 5.16. Decisions on remuneration and conduct

   4. CHAPTER 4 Requisitioned decisions

      1. Requisitions of decision

      2. 5.18. Expenses and timing of requisitioned decision

   5. CHAPTER 5 Constitution of Meetings

      1. 5.19. Quorum at meetings

      2. 5.20. Chair at meetings

      3. 5.21. The chair – attendance, interventions and questions

   6. CHAPTER 6 Adjournment and suspension of meetings

      1. 5.22. Adjournment by chair

      2. 5.23. Adjournment in absence of chair

      3. 5.24. Statements of claim and documentary evidence of debt in adjournment

      4. 5.25. Suspension

   7. CHAPTER 7 Creditors’ voting rights and majorities

      1. 5.26. Creditors’ voting rights

      2. 5.27. Claim made in proceedings in other member States

      3. 5.28. Calculation of voting rights

      4. 5.29. Calculation of voting rights: hire-purchase agreements

      5. 5.30. Procedure for admitting creditors’ claims for voting

      6. 5.31. Requisite majorities

      7. 5.32. Appeals against decisions under this Chapter

   8. CHAPTER 8 Exclusions from meetings

      1. 5.33. Action where person excluded

      2. 5.34. Indication to excluded person

      3. 5.35. Complaint

   9. CHAPTER 9 Records

      1. 5.36. Record of a decision

   10. CHAPTER 10 Company meetings

       1. 5.37. Company meetings in administration

       2. 5.38. Remote attendance: notification requirements

       3. 5.39. Location of company meetings

       4. 5.40. Action where person excluded

       5. 5.41. Indication to excluded person

       6. 5.42. Complaint

8. PART 6 PROXIES AND CORPORATE REPRESENTATION

   1. 6.1. Application and interpretation

   2. 6.2. Specific and continuing proxies

   3. 6.3. Blank proxy

   4. 6.4. Use of proxies

   5. 6.5. Use of proxies by the chair

   6. 6.6. Right of inspection and delivery of proxies

   7. 6.7. Proxy-holder with financial interest

   8. Resolution conferring authorisation to represent corporation

9. PART 7 THE EU REGULATION

   1. 7.1. Interpretation of this Part

   2. 7.2. Conversion into winding up proceedings: application

   3. 7.3. Conversion into winding up proceedings: court order

   4. 7.4. Proceedings in another member State: duty to give notice

   5. 7.5. Member State liquidator: rules on creditors’ participation in proceedings

   6. 7.6. Main proceedings in Scotland: undertaking by office-holder in respect of assets in another member State (Article 36 of the EU Regulation)

   7. 7.7. Main proceedings in another member State: approval of undertaking offered by the member State liquidator to local creditors in the UK

   8. 7.8. Powers of an office-holder or member State liquidator in proceedings concerning members of a group of companies (Article 60 of the EU Regulation)

   9. 7.9. Group coordination proceedings (section 2 of Chapter 5 of the EU Regulation)

   10. 7.10. Group coordination order (Article 68 of the EU Regulation)

   11. 7.11. Delivery of group coordination order to registrar of companies

   12. 7.12. Office-holder’s report

   13. 7.13. Publication of opening of proceedings by a member State liquidator

   14. 7.14. Statement by member State liquidator that insolvency proceedings in another member State are closed etc.

10. Signature

11. 1. SCHEDULE 1

       REVOCATIONS

    2. SCHEDULE 2

       TRANSITIONAL AND SAVINGS PROVISIONS

       1. 1. General

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

       3. 3. Electronic communication

       4. 4. Statement of affairs

       5. 5. Savings in respect of meetings to be held on or after the commencement date and resolutions by correspondence

       6. 6. Progress reports and statements to the registrar of companies

       7. 7. Foreign currency

       8. 8. CVA moratoria

       9. 9. Applications before the court

       10. 10. Forms

       11. 11. Administrations commenced before 15th September 2003

       12. 12. Savings in respect of special insolvency rules: limited liability partnerships

    3. SCHEDULE 3

       PUNISHMENT OF OFFENCES UNDER THESE RULES

    4. SCHEDULE 4

       INFORMATION TO BE INCLUDED IN THE SEDERUNT BOOK

       1. PART 1

          1. 1. A decision of the Sheriff or the Court of Session...

       2. PART 3

          1. 2. Any statement of affairs delivered to the administrator in accordance...

          2. 3. Any statement of concurrence delivered to the administrator in accordance...

          3. 4. A copy of the notice of the result of the...

          4. 5. A copy of the certified order delivered to the administrator...

          5. 6. A record of every resolution passed at a creditors’ committee...

          6. 7. A copy of every resolution passed under rule 3.86, together...

          7. 8. Under rule 3.96: (a) the accounts submitted for audit;

          8. 9. (1) Details of the administrator’s decision to accept a claim...

          9. 10. Details of— (a) any agreement reached under rule 3.117(2)(b)(i); or...

       3. PART 5

          1. 11. A record of a decision procedure made in accordance with...

          2. 12. A record of a deemed consent procedure made in accordance...

       4. PART 6

          1. 13. All proxies used for voting at a meeting, as soon...

12. Explanatory Note