SCHEDULE 3Administration and liquidation of the core: modification of insolvency legislation

Further modification to specific provisions of the Insolvency Act 1986 and the Insolvency (Northern Ireland) Order 198910

1

The provisions of the Insolvency Act 1986 specified in the first column of Table 8 and the provisions of the Insolvency (Northern Ireland) Order 1989 specified in the second column of Table 8 apply to the core with the modifications specified in the fourth column of Table 8.

Table 8

Insolvency Act 1986

Insolvency (Northern Ireland) Order 1989

Subject Matter

Modification

Section 76

Article 63

Liability of past directors and shareholders

These provisions apply where a protected cell company has made a payment (“the relevant payment” for the purposes of these provisions) to redeem or acquire shares issued on behalf of the core in breach of the requirements of regulation 107.

The reference to the directors who signed the statement made in accordance with section 714(1) to (3) of the Companies Act 2006 for the purposes of the redemption or purchase is to be treated as a reference to the directors who authorised the redemption or purchase.

Section 103

Article 89

Cesser of directors’ powers

Ignore these provisions.

Section 124

Article 104

Application for winding up

An administrator of the core may also present a petition for the winding up of the core.

Section 216

Article 180

Restriction on re-use of names

Treat references to the name of the liquidating company as references to the name of the protected cell company.

Section 222

Article 186

Inability to pay debts: unpaid creditor for £750 or more

The written demand must be served on the core by leaving it at the protected cell company’s registered office or in such manner as the court may approve or direct.

Section 223

Article 187

Inability to pay debts: debt remaining unsatisfied after action brought

Ignore these provisions.

Paragraph 45 of Schedule B162

Paragraph 46 of Schedule B1

Publicity

These paragraphs apply to all business documents issued by or on behalf of the protected cell company and all of the protected cell company’s websites.

Paragraph 61 of Schedule B1

Paragraph 62 of Schedule B1

Administrator’s general powers (removal and appointment of directors)

Ignore these paragraphs.

Paragraph 69 of Schedule B1

Paragraph 70 of Schedule B1

Administrator as agent

An administrator of the core acts as agent for the protected cell company (on behalf of the core).

Paragraph 74 of Schedule B163

Paragraph 75 of Schedule B1

Challenge to administrator’s conduct

These paragraphs apply to a person who is a creditor or shareholder in respect of the core of the protected cell company or any cell of the protected cell company to which the administrator’s powers extend.

Paragraph 75 of Schedule B1

Paragraph 76 of Schedule B1

Misfeasance

In sub-paragraphs (2) to (5), references to the company are to be treated as including, where appropriate, references to a cell of the protected cell company.

Paragraph 83 of Schedule B1

Paragraph 84 of Schedule B1

Moving from administration to liquidation

Ignore these paragraphs.

Paragraph 84 of Schedule B164

Paragraph 85 of Schedule B1

Moving from administration to dissolution

The notice given under sub-paragraph (1) must also state that the protected cell company has no cells.