The rules in this Chapter apply as follows.

Rules 6.11 to 6.13 only apply to a conversion from a members' voluntary winding up to a creditors' voluntary winding up.

Rule 6.16 only applies where the administrator becomes the liquidator in a voluntary winding up which follows an administration.

Rules 6.14, 6.15 and 6.17 only apply to a creditors' voluntary winding up which has not been commenced by a conversion from a members' voluntary winding up or an administration.

Rules 6.18 and 6.19 apply to all creditors' voluntary windings up.

This rule applies in respect of the conversion of a members' voluntary winding up to a creditors' voluntary winding up under section 96 M1.

The liquidator must deliver to the creditors a copy of the statement of affairs required by section 95(1A) and Chapter 2 of this Part together with a notice which complies with rules 15.7 or 15.8 so far as are relevant.

The decision date in the notice must be not later than 28 days from the date under section 95(1) that the liquidator formed the opinion that the company will be unable to pay its debts in full.

Subject to paragraph (9), the creditors must be given at least 14 days' notice of the decision date.

Where this paragraph applies, the liquidator must seek a nomination from creditors by way of a decision procedure in accordance with this rule, the decision date to be as soon as reasonably practicable, but no more than 28 days from the date that the level of objections had the effect that no nomination was deemed to have been made.

Where paragraph (8) applies, the creditors must be given at least seven days' notice of the decision date.

This rule applies where the creditors' decision on the nomination of a liquidator in a conversion of a members' into a creditors' voluntary winding up is intended to be sought otherwise than through a meeting or through the deemed consent procedure, including where the conditions in rule 6.11(7) are met and the liquidator, under rule 6.11(8), goes on to seek a nomination from creditors by way of a decision procedure other than a meeting.

Instead of delivering a notice of the decision procedure or deemed consent procedure under rule 6.11, the liquidator must deliver a notice to creditors inviting them to make proposals for the nomination of a liquidator.

Any proposal must state the name and contact details of the proposed liquidator, and contain a statement that the proposed liquidator is qualified to act as an insolvency practitioner in relation to the company and has consented to act as liquidator of the company.

Any proposal must be received by the liquidator within five business days of the date of the notice under paragraph (2).

Within two business days of the end of the period referred to in paragraph (5), the liquidator must F1send a notice to creditors of a decision procedure under rule 6.11.

The notice must be accompanied by a copy of the statement of affairs or a summary except where the notice is being delivered to a creditor to whom a copy of the statement of affairs has previously been delivered under section 95(1A) M2.

The liquidator may exclude from an estimate under paragraph (3) information the disclosure of which could seriously prejudice the commercial interests of the company.

If the exclusion of such information affects the calculation of an estimate, the report must say so.

If the liquidator proposes to make an application to court under section 176A(5) the report must say so and give the reason for the application.

This rule applies in respect of the appointment of a liquidator under section 100.

The decision date for the decision of the creditors on the nomination of a liquidator must be not earlier than three business days after the notice under paragraph (2) is delivered but not later than 14 days after the resolution is passed to wind up the company.

Where the directors have sought a decision from the creditors through the deemed consent procedure under paragraph (2)(a) but, pursuant to section 246ZF(5)(a) (deemed consent procedure), more than the specified number of creditors object so that the decision cannot be treated as having been made, the directors must then seek a decision from the creditors on the nomination of a liquidator by holding a physical meeting under rule 15.6 (physical meetings) as if a physical meeting had been required under section 246ZE(4) (decisions by creditors and contributories: general).

Where paragraph (4) applies, the meeting must not be held earlier than three business days after the notice under rule 15.6(3) is delivered or later than 14 days after the level of objections reach that described in paragraph (4).

The directors must deliver to the creditors a copy of the statement of affairs required under section 99 of the Act not later than on the business day before the decision date.

Where the company's principal place of business in England or Wales was situated in different localities at different times during the relevant period, the duty imposed by sub-paragraph (8)(c)(ii) above applies separately in relation to each of those localities.

Where the company had no place of business in England or Wales during the relevant period, the reference in paragraph (9) to the company's principal place of business in England or Wales are replaced by references to its registered office.

In paragraph (9), “the relevant period” means the period of six months immediately preceding the day on which the notices referred to in paragraph (2) were delivered.

Where a virtual or physical meeting is held under this rule and a liquidator has already been nominated by the company, the liquidator or an appointed person must attend any meeting held under this rule and report on any exercise of the liquidator's powers under section 112, 165 or 166 of the Act M3.

A director who is in default in seeking a decision on the nomination of a liquidator in accordance with this rule is guilty of an offence and is liable to a fine.

The liquidator may exclude from an estimate under paragraph (2) information the disclosure of which could seriously prejudice the commercial interests of the company.

If the exclusion of such information affects the calculation of an estimate, the report must say so.

If the liquidator proposes to make an application to court under section 176A(5) the report must say so and give the reason for the application.

This rule applies where an administrator becomes liquidator on the registration of a notice under paragraph 83(3) of Schedule B1, and becomes aware of creditors not formerly known to that person as administrator.

The liquidator must deliver to those creditors a copy of any statement delivered by the administrator to creditors in accordance with paragraph 49(4) M4 of Schedule B1 and rule 3.35.

Where the statement of affairs sent to creditors under section 99(1) does not, or will not, state the company's affairs at the decision date for the creditors' nomination of a liquidator, the directors of the company must cause a report (written or oral) to be made to the creditors in accordance with this rule on any material transactions relating to the company occurring between the date of the making of the statement and the decision date.

In the case of a decision being taken through a meeting, the report must be made at the meeting by the director chairing the meeting or by another person with knowledge of the relevant matters.

Where the deemed consent procedure is used, the report must be delivered to creditors as soon as reasonably practicable after the material transaction takes place in the same manner as the deemed consent procedure.

Where the decision date is within the period of three business days from the delivery of a report under paragraph (3), this rule extends the decision date until the end of that period notwithstanding the requirement in rule 6.14(3) relating to the timing of the decision date.

On delivery of a report under paragraph (3), the directors must notify the creditors of the effects of paragraph (4).

A report under this rule must be recorded in the record of the decision under rule 15.40.

In the case of a decision being made at a meeting, the chair may at any time put to the meeting a resolution for the joint nomination of any two or more nominees.

The notice must also invite nominations for membership of the committee, such nominations to be received by a date specified in the notice.