SCHEDULE 3MODIFICATIONS TO THE 1989 ORDER
Provisions | Modifications |
---|---|
Article 2 (general interpretation)158 | |
paragraph (2) | The following expressions and definitions shall be added –
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Article 3 (“act as insolvency practitioner”)159 | |
paragraph (2) | Omit paragraph (2). |
paragraph (3) | Omit paragraph (3). |
paragraph (4) | Delete
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Article 4 (“associate”) | |
new paragraph (3A) | Insert a new paragraph (3A) as follows –
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paragraph (11) | For paragraph (11) substitute the following –
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Article 5 (interpretation) | |
paragraph (1) | In paragraph (1), omit –
After the definition of “shadow director” insert the following –
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Article 6 (“insolvency” and “go into liquidation”)160 | |
paragraph (2) | For “passes a resolution for voluntary winding up” substitute “makes a determination that it be wound up voluntarily” and for “passing such a resolution” substitute “making such a determination”. |
Article 7 (“connected with a company”) | For the existing words substitute –
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Article 8 (“member of a company”) | Delete Article 8. |
Article 9 (interpretation for Parts VIII to X) | Delete Article 9. |
Article 10 (“security”, etc.) | Delete Article 10. |
Article 11 (“bankrupt’s estate”) | Delete Article 11. |
Article 13 (“contributory”) | |
paragraph (1) | In paragraph (1), for “every person” substitute “(a) every present member of the limited liability partnership and (b) every past member of the limited liability partnership”. |
paragraph (2) | After “Article 178 (wrongful trading)” insert “or 178A (adjustment of withdrawals)”. |
paragraphs (3) and (4) | Delete paragraphs (3) and (4). |
Article 14 (those who may propose an arrangement)161 | |
paragraph (1) | For “The directors of a company” substitute “A limited liability partnership” and delete “to the company and”. |
paragraph (3) | At the end, add “but where a proposal is so made it must also be made to the limited liability partnership”. |
Article 14A (moratorium)162 | |
paragraph (1) | In paragraph (1), for “the directors of an eligible company intend” substitute “an eligible limited liability partnership intends”. For “they” substitute “it”. |
The following modifications to Articles 15 to 20 apply where a proposal under Article 14 has been made by the limited liability partnership. | |
Article 15 (procedure where the nominee is not the liquidator or administrator)163 | |
paragraph (1) | In paragraph (1), for “the directors do” substitute “the limited liability partnership does”. |
paragraph (2) | In sub-paragraph (aa), for “meetings of the company and of its creditors” substitute “a meeting of the creditors of the limited liability partnership”; In sub-paragraph (b), for the first “meetings” substitute “a meeting” and for the second “meetings” substitute “meeting”. |
paragraph (3) | For “the person intending to make the proposal” substitute “the designated members of the limited liability partnership”. |
paragraph (4) | In sub-paragraph (a), for “the person intending to make the proposal” substitute “the designated members of the limited liability partnership”. In sub-paragraph (b), for “that person” substitute “those designated members”. |
Article 16 (summoning of meetings) | |
paragraph (1) | For “such meetings as are mentioned in Article 15(2)” substitute “a meeting of creditors” and for “those meetings” substitute “that meeting”. |
paragraph (2) | Delete paragraph (2). |
Article 17 (decisions of meetings)164 | |
paragraph (1) | For “meetings” substitute “meeting”. |
paragraph (5) | For “each of the meetings” substitute “the meeting”. |
new paragraph (5A) | Insert a new paragraph (5A) as follows –
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paragraph (6) | For “either” substitute “the”; after “the result of the meeting”, in the first place where it occurs, insert “(including, where modifications to the proposal were proposed at the meeting, the response to those proposed modifications made by the limited liability partnership)”; and at the end, add “and to the limited liability partnership”. |
Article 17A (approval of arrangement)165 | |
paragraph (2) | Delete “(a)”. For “both meetings” substitute “the meeting” and delete from “, or” to “that Article”. |
paragraphs (3) to (6) | Delete these paragraphs. |
Article 18 (effect of approval)166 | |
paragraph (4) | In sub-paragraph (a), for “each of the reports” substitute “the report”. |
Article 19 (challenge of decisions)167 | |
paragraph (1) | In sub-paragraph (b), for “either of the meetings” substitute “the meeting”. |
paragraph (2) | In sub-paragraph (a), for “either of the meetings” substitute “the meeting” and after sub-paragraph (aa) add a new sub-paragraph (ab) as follows –
Omit the word “and” at the end of sub-paragraph (b). Omit sub-paragraph (c). |
paragraph (3) | In sub-paragraph (a), for “each of the reports” substitute “the report”. |
paragraph (4) | For paragraph (4) substitute the following –
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paragraph (5) | For “meetings” substitute “a meeting” and for “person who made the original proposal” substitute “limited liability partnership”. |
Article 19A (false representations, etc)168 | |
paragraph (1) | Omit “members or”. |
Article 20 (implementation of proposal)169 | |
paragraph (2) | In sub-paragraph (a), for “one or both of the meetings” substitute “the meeting”. |
The following modifications to Articles 15 and 16 apply where a proposal under Article 14 has been made, where an administration order is in force in relation to the limited liability partnership, by the administrator or, where the limited liability partnership is being wound up, by the liquidator. | |
Article 15 (procedure where nominee is not the liquidator or administrator) | |
paragraph (2) | In sub-paragraph (aa), for “meetings of the company” substitute “meetings of the members of the limited liability partnership”. |
Article 16 (summoning of meetings) | |
paragraph (2) | For “meetings of the company” substitute “a meeting of the members of the limited liability partnership”. |
Article 21 (power of High Court to make order)170 | |
paragraphs (4) to (6) | Omit paragraphs (4) to (6). |
Article 22 (application for order)171 | |
paragraph (1) | Delete “, or the directors”. |
Article 23 (effect of application)172 | |
paragraph (1) | In sub-paragraph (a), for “no resolution may be passed” to the end of the sub-paragraph substitute “no determination may be made or order made for the winding up of the limited liability partnership;”. |
Article 24 (effect of order)173 | |
paragraph (3) | In sub-paragraph (a), for “no resolution may be passed” to the end of the sub-paragraph substitute “no determination may be made or order made for the winding up of the limited liability partnership;”. |
Article 26 (appointment of administrator) | |
paragraph (3) | In sub-paragraph (c), delete “or the directors”. |
Article 27 (general powers) | |
paragraph (2) | For sub-paragraph (a) substitute –
and at the end add the following –
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Article 60 (alternative modes of winding up) | |
paragraph (1) | Delete “, within the meaning given by Article 3 of the Companies Order,”. |
Article 61 (liability as contributories of present and past members) | For Article 61, substitute the following –
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Articles 62 to 65 | Delete Articles 62 to 65. |
Article 69 (companies registered under Companies Order, Part XXII, Chapter II) | Delete Article 69. |
Article 70 (circumstances in which company may be wound up voluntarily) | |
paragraph (1) | For paragraph (1) substitute the following –
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paragraph (2) | For paragraph (2) substitute the following –
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new paragraph (3) | After paragraph (2), insert a new paragraph (3) –
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Article 71 (notice of resolution to wind up voluntarily) | |
paragraph (1) | For paragraph (1) substitute the following –
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Article 72 (commencement of voluntary winding up) | For Article 72, substitute the following –
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Article 73 (effect on business and status of company) | |
paragraph (2) | In paragraph (2), for “articles” substitute “limited liability partnership agreement”. |
Article 74 (avoidance of share transfers, etc, after winding-up resolution) | For “shares” substitute “the interest of any member in the property of the limited liability partnership”. |
Article 75 (statutory declaration of solvency) | For “director(s)” wherever it appears substitute “designated member(s)”; |
paragraph (2) | For sub-paragraph (a) substitute the following –
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paragraph (3) | For “the resolution for winding up is passed” substitute “the limited liability partnership determined that it be wound up voluntarily”. |
paragraph (5) | For “in pursuance of a resolution passed” substitute “voluntarily”. |
Article 76 (distinction between “members'” and “creditors'” voluntary winding up) | For “directors'” substitute “designated members'”. |
Article 77 (appointment of liquidator) | |
paragraph (1) | Delete “in general meeting”. |
paragraph (2) | For paragraph (2) substitute the following –
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new paragraph (3) | After paragraph (2), insert the following –
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Article 78 (power to fill vacancy in office of liquidator) | |
paragraph (1) | For “the company in general meeting” substitute “a meeting of the members of the limited liability partnership summoned for the purpose”. |
paragraph (2) | For “a general meeting” substitute “a meeting of the members of the limited liability partnership”. |
paragraph (3) | In paragraph (3), for “articles” substitute “limited liability partnership agreement”. |
new paragraph (4) | After paragraph (3), insert the following –
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Article 79 (general company meeting at each year’s end) | |
paragraph (1) | For “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”. |
new paragraph (4) | After paragraph (3), insert the following –
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Article 80 (final meeting prior to dissolution) | |
paragraph (1) | For “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”. |
new paragraph (5A) | After paragraph (5), insert the following –
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paragraph (6) | For “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”. |
Article 81 (effect of company’s insolvency) | |
paragraph (1) | For “directors'” substitute “designated members'”. |
paragraph (6) | For paragraph (6) substitute the following –
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Article 82 (conversion to creditors' voluntary winding up) | |
paragraph (a) | For “directors'” substitute “designated members'”. |
paragraph (b) | Substitute a new paragraph (b) as follows –
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Article 84 (meeting of creditors) | |
paragraph (1) | For sub-paragraph (a) substitute the following –
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paragraph (4) | For “were sent the notices summoning the company meeting at which it was resolved that the company be wound up voluntarily” substitute “the limited liability partnership determined that it be wound up voluntarily”. |
Article 85 (directors to lay statement of affairs before creditors) | |
paragraph (1) | For “the directors of the company” substitute “the designated members” and for “the director so appointed” substitute “the designated member so appointed”. |
paragraph (2) | For “directors” substitute “designated members”. |
paragraph (3) | For the word “directors” wherever it occurs substitute “designated members” and for the word “director” wherever it occurs substitute “designated member”. |
Article 86 (appointment of liquidator) | |
paragraph (1) | For “The creditors and the company at their respective meetings mentioned in Article 84” substitute “The creditors at their meeting mentioned in Article 84 and the limited liability partnership”. |
paragraph (3) | Delete “director,”. |
Article 87 (appointment of liquidation committee) | |
paragraph (2) | For paragraph (2) substitute the following –
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Article 91 (meetings of company and creditors at each year’s end) | |
paragraph (1) | For “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”. |
new paragraph (5) | After paragraph (4) insert the following –
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Article 92 (final meeting prior to dissolution) | |
paragraph (1) | For a “general meeting of the company” substitute “a meeting of the members of the limited liability partnership”. |
new paragraph (5A) | After paragraph (5), insert the following –
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paragraph (6) | For “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”. |
Article 96 (acceptance of shares, etc., as consideration for sale of company’s property) | For Article 96 substitute the following –
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Article 97 (dissent from arrangement under Article 96) | |
paragraphs (1) to (3) | For paragraphs (1) to (3) substitute the following –
|
paragraph (4) | Omit paragraph (4). |
Article 102 (circumstances in which company may be wound up by the High Court)174 | For Article 102 substitute the following –
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Article 104 (application for winding up)175 | |
paragraphs (2), (3), (4) and 5(a) | Delete these paragraphs. |
paragraph (4A) | For “102(fa)” substitute “102(e)”. |
Article 104A (petition for winding up on grounds of public interest)176 | |
paragraph (1) | Omit sub-paragraphs (c) and (cc). |
Article 106 (power to stay or restrain proceedings against company) | |
paragraph (2) | Delete paragraph (2). |
Article 107 (avoidance of property dispositions, etc) | For “any transfer of shares” substitute “any transfer by a member of the limited liability partnership of his interest in the property of the limited liability partnership”. |
Article 109 (commencement of winding up by the High Court) | |
paragraph (1) | For “a resolution has been passed by the company” substitute “a determination has been made” and for “at the time of the passing of the resolution” substitute “at the time of that determination”. |
Article 110 (consequences of winding-up order) | |
paragraph (3) | Delete paragraph (3). |
Article 126 (settlement of list of contributories and application of assets) | |
paragraph (1) | Delete “, with power to rectify the register of members in all cases where rectification is required in pursuance of the Companies Order or this Order,”. |
Article 127 (debts due from contributory to company) | |
paragraph (1) | Delete “the Companies Order or”. |
paragraph (2) | Delete paragraph (2). |
paragraph (3) | Delete “, whether limited or unlimited,”. |
Article 137 (delegation of powers to liquidator) | |
paragraph (1) | In sub-paragraph (b), delete “and the rectifying of the register of members where required”. |
paragraph (2) | For paragraph (2) substitute the following –
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Article 140 (voluntary winding up) | |
paragraph (2) | In sub-paragraph (a), for “an extraordinary resolution of the company” substitute “a determination by a meeting of the members of the limited liability partnership”. |
paragraph (4) | For sub-paragraph (c) substitute the following –
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new paragraph (4A) | Insert a new paragraph (4A) as follows –
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Article 141 (creditors' voluntary winding up) | |
paragraph (5) | In sub-paragraph (b), for “directors” substitute “designated members”. |
Article 145 (removal, etc. (voluntary winding up)) | |
paragraph (2) | For sub-paragraph (a) substitute the following –
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paragraph (6) | In sub-paragraph (a), for “final meeting of the company” substitute “final meeting of the members of the limited liability partnership” and in sub-paragraph (b), for “final meetings of the company” substitute “final meetings of the members of the limited liability partnership”. |
new paragraph (7) | Insert a new paragraph (7) as follows –
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Article 147 (release (voluntary winding up)) | |
paragraph (2) | In sub-paragraph (a), for “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”. |
Article 158 (power to make over assets to employees) | Delete Article 158. |
Article 163 (resolutions passed at adjourned meetings) | After “contributories” insert “or of the members of a limited liability partnership”. |
Article 164 (meeting to ascertain wishes of creditors or contributories) | |
paragraph (3) | Delete “the Companies Order or”. |
Article 170 (fraud, etc., in anticipation of winding up) | |
paragraph (1) | For “passes a resolution for voluntary winding up” substitute “makes a determination that it be wound up voluntarily”. |
Article 171 (transactions in fraud of creditors) | |
paragraph (1) | For “passes a resolution for voluntary winding up” substitute “makes a determination that it be wound up voluntarily”. |
Article 174 (material omissions from statement relating to company’s affairs) | |
paragraph (2) | For “passed a resolution for voluntary winding up” substitute “made a determination that it be wound up voluntarily”. |
Article 178 (wrongful trading) | |
paragraph (2) | Delete from “but the High Court shall not” to the end of the paragraph. |
After Article 178 | Insert the following new Article 178A –
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Article 179 (proceedings under Articles 177 and 178) | |
paragraph (1) | For “Article 177 or 178” substitute “Article 177, 178 or 178A”. |
paragraph (2) | For “either Article” substitute “any of those Articles”. |
paragraph (4) | For “either Article” substitute “any of those Articles”. |
paragraph (5) | For “Articles 177 and 178” substitute “Articles 177, 178 and 178A”. |
Article 182 (prosecution of delinquent officers and members of company)177 | |
paragraph (1) | For “officer, or any member, of the company” substitute “member of the limited liability partnership”. |
paragraphs (2), (3) and (5) | For “officer of the company, or any member of it,” substitute “officer or member of the limited liability partnership”. |
Article 346 (categories of preferential debts)178 | |
paragraph (1) | In paragraph (1), omit the words “or an individual”. |
paragraph (2) | In paragraph (2), omit the words “or the individual”. |
Article 347 (“the relevant date”)179 | |
paragraph (3) | In sub-paragraph (ab), for “passed a resolution for voluntary winding up” substitute “made a determination that it be wound up voluntarily”. In sub-paragraph (c), for “passing of the resolution for the winding up of the company” substitute “making of the determination by the limited liability partnership that it be wound up voluntarily”. |
paragraph (5) | Omit paragraph (5). |
paragraph (6) | Omit paragraph (6). |
Article 348 (acting as insolvency practitioner without qualification)180 | |
paragraph (1) | Omit the words “or an individual”. |
Article 348A (authorisation of nominees and supervisors)181 | |
paragraph (1) | Omit “or Part VIII”. |
Article 359 (insolvency rules)182 | |
paragraph (2) | Omit sub-paragraph (b). |
paragraph (2A) | Omit the words “or Schedule 6”. |
Article 361 (fees orders) | |
paragraph (2) | Omit sub-paragraph (b). |
Article 362 (monetary limits)183 | |
paragraph (1) | In sub-paragraph (a), omit the following –
Omit paragraph (1)(b). |
Article 364 (insolvent partnerships)184 | Delete Article 364. |
Article 365 (insolvent estates of deceased persons)185 | Delete Article 365. |
Article 366 (power to apply Parts II to VII to formerly authorised banks, etc.)186 | Delete Article 366. |
Article 370 (Northern Ireland Assembly disqualification) | Delete Article 370. |
Article 379 (transitional provisions and savings) | Delete Article 379. |
Schedule A1 (moratorium where directors propose voluntary arrangement)187 | In the heading, for “DIRECTORS PROPOSE” substitute “THE LIMITED LIABILITY PARTNERSHIP PROPOSES”. |
paragraph 17 | |
sub-paragraph (1) | For “directors of a company wish” substitute “limited liability partnership wishes”. For “they” substitute “the designated members of the limited liability partnership”. |
sub-paragraph (2) | In head (c) for “meetings of the company and” substitute “a meeting of”. |
paragraph 18 | |
sub-paragraph (1) | For “directors of a company” substitute “designated members of the limited liability partnership”. In sub-paragraph (1)(e)(iii) for “meetings of the company and” substitute “a meeting of”. |
paragraph 19 | |
sub-paragraph (2) | For “meetings” substitute “meeting”. For “are” substitute “is”. Omit the words in parentheses. |
sub-paragraph (3) | For “either of those meetings” substitute “the meeting”. For “those meetings were”, substitute “that meeting was”. Omit the words in parentheses. |
sub-paragraph (4) | For “either” substitute “the”. |
sub-paragraph (6)(c) | For “one or both of the meetings” substitute “the meeting”. |
paragraph 20 | |
sub-paragraph (1) | For “directors” substitute “designated members of the limited liability partnership”. |
sub-paragraph (2) | For “directors” substitute “designated members of the limited liability partnership”. |
paragraph 23 | |
sub-paragraph (1)(b) | Omit. |
sub-paragraph (1)(c) | For “resolution may be passed” substitute “determination that it may be wound up may be made”. |
sub-paragraph (2) | For “transfer of shares” substitute “any transfer by a member of the limited liability partnership of his interest in the property of the limited liability partnership”. |
paragraph 31 | |
sub-paragraph (8) | For “directors” substitute “designated members of the limited liability partnership”. |
sub-paragraph (9) | For “directors” substitute “designated members of the limited liability partnership”. |
paragraph 34 | |
sub-paragraph (2) | For “directors” substitute “designated members of the limited liability partnership”. |
paragraph 35 | |
sub-paragraph (2)(c) | For “directors” substitute “designated members of the limited liability partnership”. |
paragraph 36(1) | Omit “, director”. |
paragraph 39 | |
sub-paragraph (1) | For “meetings of the company and its creditors” substitute “a meeting of the creditors of the limited liability partnership.”. |
paragraph 40 | |
sub-paragraph (1) | For “meetings” substitute “meeting”. |
new sub-paragraph (2A) | Insert a new sub-paragraph (2A) as follows –
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sub-paragraph (3) | For “either” substitute “the”. After “the result of the meeting”, in the first place where it occurs, insert “(including, where modifications to the proposal were proposed at the meeting, the response to those proposed modifications made by the limited liability partnership)”. At the end add “and to the limited liability partnership”. |
paragraph 41 | |
sub-paragraph (1) | For “meetings” substitute “meeting”. |
sub-paragraph (7) | For “directors of the company” substitute “designated members of the limited liability partnership”. For “meetings (or either of them)” substitute “meeting”. For “directors intend” substitute “limited liability partnership intends”. For “those meetings” substitute “that meeting”. |
paragraph 42 | |
sub-paragraph (2) | For heads (a) and (b) substitute “with the day on which the meeting summoned under paragraph 39 is first held”. |
paragraph 46 | |
sub-paragraph (2) | For sub-paragraph (2) substitute “The decision has effect if, in accordance with the rules, it has been taken by the creditors' meeting summoned under paragraph 39.”. |
sub-paragraph (3) | Omit. |
sub-paragraph (4) | Omit. |
sub-paragraph (5) | Omit. |
paragraph 47 | |
sub-paragraph (5)(a) | For “each of the reports of the meetings” substitute “the report of the meeting”. |
paragraph 48 | |
sub-paragraph (1)(a) | For “one or both of the meetings” substitute “the meeting”. |
sub-paragraph (1)(b) | For “either of those meetings” substitute “the meeting”. |
sub-paragraph (2)(a) | For “either of the meetings” substitute “the meeting”. After sub-paragraph (2)(a) insert new (aa) as follows “(aa) any member of the limited liability partnership;”. |
sub-paragraph (2)(b) | Omit “creditors'”. |
sub-paragraph (3)(a) | For “each of the reports” substitute “the report”. |
sub-paragraph (3)(b) | Omit “creditors'”. |
sub-paragraph (4)(a)(ii) | Omit “in question”. |
sub-paragraph (4)(b)(i) | For “further meetings” substitute “a further meeting” and for “directors” substitute “limited liability partnership”. |
sub-paragraph (4)(b)(ii) | Omit “company or (as the case may be) creditors'”. |
paragraph 49(1) | For “one or both of the meetings” substitute “the meeting”. |
Schedule 1 (powers of administrator or administrative receiver) | |
paragraph 20 | For paragraph 20 substitute the following –
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Schedule 6 (provisions capable of inclusion in individual insolvency rules) | Omit Schedule 6. |
Schedule 7 (punishment of offences)188 | |
Article 19A(1) | In the entry relating to Article 19A(1), delete “members' or”. |
Article 71(2) | In the entry relating to Article 71(2), for “resolution for voluntary winding up” substitute “making of determination for voluntary winding up”. |
Article 75(4) | In the entry relating to Article 75(4), for “Director” substitute “Designated member”. |
Article 79(3) | In the entry relating to Article 79(3), for “general meeting of company” substitute “meeting of members of the limited liability partnership”. |
Article 85(3) | In the entry relating to Article 85(3), for “Directors” substitute “Designated members.” |
Article 91(3) | In the entry relating to Article 91(3), for “company general meeting” substitute “meeting of the members of the limited liability partnership”. |
Article 92(6) | In the entry relating to Article 92(6), for “final meeting of company” substitute “final meeting of members of the limited liability partnership”. |
Articles 324(1) to 333(1) | Delete the entries relating to Articles 324(1) to 333(1). |
Schedule A1 | In the entry relating to Schedule A1, para. 20(2) for “Directors” substitute “Designated members”. In the entry relating to Schedule A1, para. 31(9) for “Directors” substitute “Designated members”. |