F13C1C2C4C3PART IICOMPANY VOLUNTARY ARRANGEMENTS
Pts. II, III applied (with modifications) (14.11.2008) by Insolvency (Company Arrangement or Administration Provisions for an Industrial and Provident Society) Order (Northern Ireland) 2008 (S.R. 2008/445), art. 2
Pt. II (arts. 14-20B) applied (with modifications) (17.2.2009 for certain purposes, otherwise 21.2.2009) by Banking Act 2009 (c. 1), ss. 113(6)-(9), 134, 263(1) (with s. 247); S.I. 2009/296, arts. 2, 3, Sch.
Pt. 2 modified by S.R. 1995/225, Sch. 1 (as amended (1.1.2015) by The Banks and Building Societies (Depositor Preference and Priorities) Order 2014 (S.I. 2014/3486), arts. 1(2), 24 (with art. 3))
Pts. II, III and IV applied (with modifications) by 1986 c. 53, Sch. 15A, Pt. III (as inserted (1.12.1997) by 1997 c. 32, s. 39(2), Sch. 6); S.I. 1997/2668, art. 2, Sch. Pt. I (as amended (with application in accordance with art. 1(4) of the amending S.I.) by The Building Societies (Floating Charges and Other Provisions) Order 2016 (S.I. 2016/679), arts. 1(1), 4(4))
The proposal
Those who may propose an arrangement14
1 F1
The directors of a companyF10(other than one which is in administration or being wound up) may make a proposal under this Part to the company and to its creditors for a composition in satisfaction of its debts or a scheme of arrangement of its affairs (referred to, in either case, as a“voluntary arrangement”).
2
A proposal under this Part is one which provides for some person (“the nominee”) to act in relation to the voluntary arrangement either as trustee or otherwise for the purpose of supervising its implementation; and the nominee must be a person who is qualified to act as an insolvency practitioner F15F2... in relation to the voluntary arrangement.
3 F1
Such a proposal may also be made—
F11a
where the company is in administration, by the administrator,
b
where the company is being wound up, by the liquidator.
F124
In this Part “company” means—
F14a
a company registered under the Companies Act 2006 in Northern Ireland;
b
a company incorporated in an EEA State other than the United Kingdom; or
c
a company not incorporated in an EEA State but having its centre of main interests in a member State other than Denmark.
5
In paragraph (4) in relation to a company, “centre of main interests” has the F16same meaning as in Article 3 of the EU Regulation.
6
If a company incorporated outside Northern Ireland has a principal place of business in England and Wales or Scotland (or both in England and Wales and in Scotland), no proposal under this Part shall be made in relation to it unless it also has a principal place of business in Northern Ireland.
F9Moratorium14A
1 F3
Where the directors of an eligible company intend to make a proposal for a voluntary arrangement, they may take steps to obtain a moratorium for the company.
2
The provisions of Schedule A1 have effect with respect to—
a
companies eligible for a moratorium under this Article,
b
the procedure for obtaining such a moratorium,
c
the effects of such a moratorium, and
d
the procedure applicable (in place of Articles 15 to 19 and 20) in relation to the approval and implementation of a voluntary arrangement where such a moratorium is or has been in force.
Procedure where nominee is not the liquidator or administrator15
1 F4
This Article applies where the nominee under Article 14 is not the liquidator or administrator of the companyF5 and the directors do not propose to take steps to obtain a moratorium under Article 14A for the company.
2
The nominee shall, within 28 days (or such longer period as the High Court may allow) after he is given notice of the proposal for a voluntary arrangement, submit a report to the Court stating—
a
F6whether, in his opinion, the proposed voluntary arrangement has a reasonable prospect of being approved and implemented,
F6aa
F4whether, in his opinion, meetings of the company and of its creditors should be summoned to consider the proposal, and
b F4
if in his opinion such meetings should be summoned, the date on which, and time and place at which, he proposes the meetings should be held.
3 F4
For the purposes of enabling the nominee to prepare his report, the person intending to make the proposal shall submit to the nominee—
a
a document setting out the terms of the proposed voluntary arrangement, and
b
a statement of the company's affairs containing—
i
such particulars of its creditors and of its debts and other liabilities and of its assets as may be prescribed, and
ii
such other information as may be prescribed.
F74
The High Court may—
a F4
on an application made by the person intending to make the proposal, in a case where the nominee has failed to submit the report required by this Article or has died, or
b F4
on an application made by that person or the nominee, in a case where it is impracticable or inappropriate for the nominee to continue to act as such,
direct that the nominee be replaced as such by another person qualified to act as an insolvency practitionerF17... in relation to the voluntary arrangement.
Summoning of meetings16
1 F8
Where the nominee under Article 14 is not the liquidator or administrator, and it has been reported to the High Court that such meetings as are mentioned in Article 15(2) should be summoned, the person making the report shall (unless the Court otherwise directs) summon those meetings for the time, date and place proposed in the report.
2 F8
Where the nominee is the liquidator or administrator, he shall summon meetings of the company and of its creditors to consider the proposal for such a time, date and place as he thinks fit.
3
The persons to be summoned to a creditors' meeting under this Article are every creditor of the company of whose claim and address the person summoning the meeting is aware.
Pts. I-V modified by S.R. 2004/307 (as amended (1.10.2006) by Limited Liability Partnerships (Amendment) Regulations (Northern Ireland) 2006 (S.R. 2006/377), reg. 3, Sch. 2)