C2C4 PART IINTRODUCTORY

Annotations:
Modifications etc. (not altering text)

Interpretation for F25Parts 1A to 7

Annotations:
Amendments (Textual)
F25

Words in art. 5 cross-heading substituted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 7 para. 2 (with ss. 2(2), 5(2))

Interpretation5

1 F1

In F26Parts 1A to 7—

  • F2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  • F2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  • “administrative receiver” means—

    1. a

      a receiver or manager of the whole (or substantially the whole) of a company's property appointed by or on behalf of the holders of any debentures of the company secured by a charge which, as created, was a floating charge, or by such a charge and one or more other securities; or

    2. b

      a person who would be such a receiver or manager but for the appointment of some other person as the receiver of part of the company's property;

  • F3“agent” does not include a person's counsel acting as such;

  • F4“books and papers” and “books or papers” includes accounts, deeds, writing and documents;

  • “business day” means any day other than a Saturday, a Sunday, Christmas Day, Good Friday or a day which is a bank holiday in Northern Ireland under the Banking and Financial Dealings Act 1971F5;

  • “chattel leasing agreement” means an agreement for the bailment of goods which is capable of subsisting for more than 3 months;

  • “debt”, in relation to the winding up of a company F6or where a company is in administration, means (subject to F20Article 2(3A) ) any of the following—

    1. a

      any debt or liability to which the company is subject at the F21relevant date;

    2. b

      any debt or liability to which the company may become subject after F22the relevant date by reason of any obligation incurred before that date; and

    3. c

      any interest on a debt proved in the liquidation F7or in the administration which bears interest, except in so far as it is payable in respect of any period after the F23relevant date;

  • “director” includes any person occupying the position of director, by whatever name called;

  • F8“document” includes summons, notice, order and other legal process, and registers;

  • “floating charge” means a charge which, as created, was a floating charge;

  • F19...

  • F9“officer”, in relation to a body corporate, includes a director, manager or secretary;

  • “the official rate”, in relation to interest, means the rate payable under Article 160(4);

  • F10“the registrar” means the registrar of companies for Northern Ireland;

  • “a resolution for voluntary winding up” means a resolution passed under F11either of the sub-paragraphs of Article 70(1);

  • “retention of title agreement” means an agreement for the sale of goods to a company being an agreement—

    1. a

      which does not constitute a charge on the goods, but

    2. b

      under which, if the seller is not paid and the company is wound up, the seller will have priority over all other creditors of the company as respects the goods or any property representing the goods;

  • “secured creditor”, in relation to a company, means a creditor of the company who holds in respect of his debt a security over property of the company, and“unsecured creditor” is to be read accordingly;

  • “security” means any mortgage, charge, lien or other security;

  • “shadow director”, in relation to a company, means a person in accordance with whose directions or instructions the directors of the company are accustomed to act F18, but so that a person is not deemed a shadow director by reason only that the directors act—

    1. a

      on advice given by that person in a professional capacity;

    2. b

      in accordance with instructions, a direction, guidance or advice given by that person in the exercise of a function conferred by or under a statutory provision;

    3. c

      in accordance with guidance or advice given by that person in that person's capacity as a Minister of the Crown (within the meaning of the Ministers of the Crown Act 1975);

  • “supervisor” means a person acting as defined in Article 20(2);

  • “voluntary arrangement” means an arrangement as defined in Article 14(1).

F241A

For the purposes of the definition of “debt” in paragraph (1), “the relevant date” means—

a

in the case of a winding up which was not immediately preceded by an administration, the date on which the company went into liquidation;

b

in the case of a winding up which was immediately preceded by an administration, the date on which the company entered administration;

c

in the case of an administration which was not immediately preceded by a winding up, the date on which the company entered administration;

d

in the case of an administration which was immediately preceded by a winding up, the date on which the company went into liquidation.

2

F12. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

“Insolvency” and“go into liquidation”6

1

In F27Parts 1A to 7, “insolvency”, in relation to a company, includes F28the coming into force of a moratorium for the company under Part 1A, the approval of a voluntary arrangement under Part II,F13or the appointment of an administrator or administrative receiver.

2 F14

For the purposes of any provision in F27Parts 1A to 7, a company goes into liquidation if it passes a resolution for voluntary winding up or an order for its winding up is made by the High Court at a time when it has not already gone into liquidation by passing such a resolution.

F153

The reference to a resolution for voluntary winding up in paragraph (2) includes a reference to a resolution which is deemed to occur by virtue of—

a

paragraph 84(5)(b) of Schedule B1, F31...

F31b

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

“Connected with a company”F16C1C37

For the purposes of any provision in F29Parts 1A to 7, a person is connected with a company if—

a

he is a director or shadow director of the company or an associate of such a director or shadow director, or

b

he is an associate of the company.

“Member of a company”8 F17

For the purposes of any provision in F30Parts 1A to 7, a person who is not a member of a company but to whom shares in the company have been transferred, or transmitted by operation of law, is to be regarded as a member of the company, and references to a member or members are to be read accordingly.