The Smart Meter Communication Licensee Administration (England and Wales) Rules 2020

Statutory Instruments

2020 No. 629

Insolvency, England And Wales

Companies

The Smart Meter Communication Licensee Administration (England and Wales) Rules 2020

Made

19th June 2020

Laid before Parliament

24th June 2020

Coming into force

1st August 2020

The Lord Chancellor makes the following Rules in exercise of the powers conferred by section 411 of the Insolvency Act 1986(1) and section 159(3) of the Energy Act 2004(2) as applied by section 4 of the Smart Meters Act 2018(3), with the concurrence of the Secretary of State and, in the case of those rules that affect court procedure, of the Lord Chief Justice, and after consulting the committee existing for that purpose under section 413 of the Insolvency Act 1986(4):

PART 1 Introductory provisions

Citation and commencement

1.  These Rules may be cited as the Smart Meter Communication Licensee Administration (England and Wales) Rules 2020 and come into force on 1st August 2020.

Construction and interpretation

2.—(1) In these Rules—

“the 1986 Act” means the Insolvency Act 1986;

“the 2004 Act” means the Energy Act 2004;

“the 2018 Act” means the Smart Meters Act 2018;

“the appropriate fee” means 15 pence per A4 or A5 page and 30 pence per A3 page;

“authenticated” is to be interpreted in accordance with Rule 169;

“business day” means any day other than a Saturday, a Sunday, Christmas Day, Good Friday or a day which is a bank holiday in any part of Great Britain under or by virtue of the Banking and Financial Dealings Act 1971(5);

“contributory” has the same meaning as in section 79 of the 1986 Act(6);

“CPR” means the Civil Procedure Rules 1998(7);

“deliver” and “delivery” are to be interpreted in accordance with Chapter 1 of Part 14;

“district judge of the High Court” means a district judge sitting in an assigned district registry as a district judge of the High Court under section 100 of the Senior Courts Act 1981(8);

“enforcement agent” means a person authorised by section 63(2) of the Tribunals, Courts and Enforcement Act 2007(9) to act as an enforcement agent;

“enforcement officer” means an individual who is authorised to act as an enforcement officer under the Courts Act 2003(10);

“file with the court” means deliver to the court(11) for filing;

“the Gazette” means the London Gazette;

“gazetted” means advertised once in the London Gazette;

“GEMA” means the Gas and Electricity Markets Authority;

“High Court Judge” means a judge listed in section 4(1) of the Senior Courts Act 1981(12);

“Insolvency and Companies Court Judge” means a person appointed to the office of Insolvency and Companies Court Judge under section 89(1) of the Senior Courts Act 1981(13);

“insolvency proceedings” means any proceedings under the 1986 Act or the Insolvency Rules;

“the Insolvency Rules” means the Insolvency (England and Wales) Rules 2016(14);

“IP number” means the number assigned to a person as an insolvency practitioner by the Secretary of State;

“joint SMCL administrator” means a person appointed to act jointly or concurrently as SMCL administrator of the SMCL;

“practice direction” means a direction as to the practice and procedure of any court within the scope of the CPR;

“prescribed part” has the same meaning as it does in section 176A(2) of the 1986 Act(15);

“pre-smart meter communication licensee administration costs” are—

(a)

fees charged; and

(b)

expenses incurred,

by the SMCL administrator, or another person qualified to act as an insolvency practitioner, before the SMCL entered SMCL administration but with a view to its doing so;

“proving” and “proof”, in relation to a debt, have the meanings given in Rule 48(2);

“proxy” and “the proxy-holder” are to be interpreted in accordance with Rule 143;

“qualified to act as an insolvency practitioner” has the meaning given by Part 13 of the 1986 Act;

“qualifying floating charge” is to be interpreted in accordance with paragraph 14(2) of Schedule B1 to the 1986 Act(16);

“registrar of companies” means the registrar of companies for England and Wales;

“serve” and “service” are to be interpreted in respect of a particular document by reference to Chapter 3 of Part 14;

“SMCL” means a smart meter communication licensee(17);

“SMCL administration” means administration entered into pursuant to the making of an SMCL administration order;

“SMCL administration order” means a smart meter communication licensee administration order(18);

“SMCL administration proceedings” means any proceedings under sections 156 to 167 of, and Schedules 20 and 21 to, the 2004 Act(19), sections 2 to 10 of the 2018 Act or these Rules;

“SMCL administrator” means a smart meter communication administrator(20);

“solicitor” means a solicitor of the Senior Courts and includes any other person who, for the purpose of the Legal Services Act 2007(21) is an authorised person in relation to an activity which constitutes the conduct of litigation (within the meaning of that Act) or is exempt from such authorisation by virtue of section 19 of and Schedule 3 to that Act;

“statement of proposals” has the meaning given in Rule 21;

“statement of truth” means a statement of truth made in accordance with CPR Part 22(22);

“unpaid pre-smart meter communication licensee administration costs” are pre-smart meter communication licensee administration costs which had not been paid when the SMCL entered SMCL administration;

“venue” in relation to any proceedings, attendance before the court, or meeting means the time, date and place for the proceedings, attendance, or meeting or the time and date for a meeting which is held in accordance with section 246A of the 1986 Act(23) without any place being specified for it;

“witness statement” means a witness statement made in accordance with CPR Part 32(24) and verified by a statement of truth.

(2) If a provision of the 1986 Act referred to in these Rules has been modified by Schedule 20 to the 2004 Act (as applied and modified by the 2018 Act), that reference is to that provision of the 1986 Act as so modified.

(3) References to provisions of the 2004 Act are, where those provisions have been applied and modified by the 2018 Act, references to those provisions as so modified.

(4) In these Rules expressions defined in section 10 of the 2018 Act have the meanings given to them in that section.

(5) Where the SMCL is a non-GB company(25), references in these Rules to the affairs, business and property of the SMCL are references only to its affairs and business so far as carried on in Great Britain and to its property in Great Britain.

(6) Where the SMCL is an unregistered company, any requirement to deliver information to the registrar of companies applies only if the company is subject to a requirement imposed by virtue of section 1043 or 1046(1) of the Companies Act 2006(26).

“Debt”, “liability”

3.—(1) “Debt” means (subject to paragraph (2)) any of the following—

(a) any debt or liability to which the SMCL is subject at the date on which it entered SMCL administration;

(b) any debt or liability to which the SMCL may become subject after that date by reason of any obligation incurred before that date;

(c) any interest provable as mentioned in Rule 62(1).

(2) For the purpose of any provision of the 1986 Act, section 154 to 171 of and Schedule 20 and 21 to the 2004 Act, the 2018 Act, or these Rules, any liability in tort is a debt provable in the SMCL administration if either—

(a) the cause of action has accrued at the date on which the SMCL entered SMCL administration; or

(b) all the elements necessary to establish the cause of action exist at that date except for actionable damage.

(3) For the purposes of references in any provision of the 1986 Act, section 154 to 171 of and Schedules 20 and 21 to the 2004 Act, the 2018 Act or these Rules, to a debt or liability, it is immaterial whether the debt or liability is present or future, whether it is certain or contingent, or whether its amount is fixed or liquidated, or is capable of being ascertained by fixed rules or as a matter of opinion; and references in any such provision to owing a debt are to be read accordingly.

(4) In any provision of the 1986 Act, section 154 to 171 of and Schedule 20 and 21 to the 2004 Act, or these Rules, except in so far as the context otherwise requires, “liability” means (subject to paragraph (2) above) a liability to pay money or money’s worth, including any liability under an enactment, any liability for breach of trust, any liability in contract, tort or bailment, and any liability arising out of an obligation to make restitution.

Application

4.—(1) These Rules apply in relation to an SMCL—

(a) which the courts in England and Wales have jurisdiction to wind up; and

(b) where SMCL administration proceedings are commenced on or after the date on which these Rules come into force.

(2) Nothing contained in the Insolvency Rules applies to SMCL administration proceedings commenced on or after the date on which these Rules come into force.

PART 2 Appointment of SMCL administrator by court

Form of application

5.—(1) An application for an SMCL administration order must—

(a) be headed “Smart meter communication licensee administration application”;

(b) include immediately below the heading, the full name, registered address, registered number and any other trading names of the SMCL; and

(c) state by whom it is made and the applicant’s address for service.

(2) Where it is made by GEMA, the application must contain a statement that it is made with the consent of the Secretary of State.

(3) The application must contain a statement—

(a) of the nominal capital of the SMCL, the number of shares into which the capital is divided and the nominal value of each share;

(b) of the amount of capital paid up or treated as paid up of the SMCL;

(c) of the name and address of the proposed SMCL administrator;

(d) that—

(i) the applicant believes, for the reasons set out in the witness statement in support of the application that the SMCL is, or is likely to become, unable to pay its debts; or

(ii) the Secretary of State has certified that it would be appropriate to wind up the SMCL under section 124A of the 1986 Act(27); and

(e) that the applicant requests the court—

(i) to make an SMCL administration order in relation to the SMCL;

(ii) to appoint the proposed person to be the SMCL administrator; and

(iii) to make such ancillary order as the applicant may request, and such other order as the court thinks appropriate.

(4) The application must be authenticated by the applicant or the applicant’s solicitor and dated.

Proposed SMCL administrator’s statement and consent to act

6.—(1) References in this Part to a statement and consent to act are to a statement by a proposed SMCL administrator which complies with the requirements of paragraphs (2) to (4).

(2) The statement must—

(a) be headed “Proposed SMCL administrator’s statement and consent to act”; and

(b) include immediately below the heading, the full name, registered address, registered number and any other trading names of the SMCL.

(3) The statement must contain—

(a) a certificate that the proposed SMCL administrator is qualified to act as an insolvency practitioner in relation to the SMCL;

(b) the proposed SMCL administrator’s IP number;

(c) the name of the relevant recognised professional body which is the source of the proposed SMCL administrator’s authorisation to act in relation to the SMCL;

(d) a statement that the proposed SMCL administrator consents to act as SMCL administrator of the SMCL;

(e) a statement whether or not the proposed SMCL administrator has had any prior professional relationship with the SMCL and, if so, a short summary of that relationship;

(f) the name of the applicant; and

(g) a statement that the proposed SMCL administrator is of the opinion that the objective of the SMCL administration is reasonably likely to be achieved in the particular case.

(4) The statement must be authenticated and dated by the proposed SMCL administrator.

(5) Where a number of persons are proposed to be appointed to act jointly or concurrently as the SMCL administrator each must make a separate statement and consent to act.

Witness statement in support of the application

7.—(1) An application for an SMCL administration order must be accompanied by a witness statement which complies with this Rule

(2) The witness statement must state the nature of the authority of the person making it and the means of that person’s knowledge of the matters to which the witness statement relates.

(3) The witness statement must set out—

(a) the financial position of the SMCL, specifying, to the best of the applicant’s knowledge and belief, the SMCL’s assets and liabilities, including contingent and prospective liabilities;

(b) details of any security known or believed to be held by creditors of the SMCL and whether in any case the security is such as to confer power on the holder to appoint an administrative receiver or to appoint an administrator under paragraph 14 of Schedule B1 to the 1986 Act;

(c) a statement that an administrative receiver has been appointed if that is the case;

(d) details of any insolvency proceedings in relation to the SMCL including any petition that has been presented for the winding up of the SMCL so far as within the immediate knowledge of the applicant;

(e) details of any notice served in accordance with section 164 of the 2004 Act by any person intending to enforce any security over the SMCL’s assets, so far as within the immediate knowledge of the applicant;

(f) details of any step taken to enforce any such security, so far as within the immediate knowledge of the applicant;

(g) details of any application for permission of the court to pass a resolution for the voluntary winding up of the SMCL, so far as within the immediate knowledge of the applicant;

(h) where it is intended to appoint a number of persons as SMCL administrators, details of the matters set out in section 158(5) of the 2004 Act regarding the exercise of the powers and duties of the SMCL administrator; and

(i) any other matters which, in the opinion of those intending to make the application for an SMCL administration order, will assist the court in deciding whether to make such an order, so far as within the knowledge or belief of the applicant.

Filing of application

8.—(1) An application for an SMCL administration order must be commenced in the High Court.

(2) The application must be filed with the court together with the witness statement in support and the proposed SMCL administrator’s statement and consent to act.

(3) An application filed with the court in hard copy form must be accompanied by a sufficient number of copies of the application and the witness statement for service in accordance with Rule 9.

(4) The court must fix a venue for the hearing of the application.

(5) Each copy of the application filed with the court must—

(a) have applied to it the seal of the court;

(b) be endorsed with—

(i) the date and time of filing; and

(ii) the venue fixed by the court; and

(c) be delivered by the court to the applicant.

(6) After the application has been filed and until an order is made, it is the duty of the applicant to file with the court notice of the existence of any insolvency proceedings in relation to the SMCL, as soon as the applicant becomes aware of them.

Service of application

9.—(1) In this Rule, references to the application are to a copy of the application delivered by the court under Rule 8(5)(c) and the witness statement required by Rule 7.

(2) Notification for the purposes of section 156(2) of the 2004 Act must be by service of the application.

(3) In addition to those persons referred to in section 156(2) of the 2004 Act, the applicant must serve the application—

(a) on the person proposed as SMCL administrator;

(b) on the SMCL;

(c) if an administrative receiver has been appointed, on the administrative receiver;

(d) if there is pending an administration application under Schedule B1 to the 1986 Act, without the modifications made by Schedule 20 to the 2004 Act, on the applicant;

(e) if there is pending a petition for the winding up of the SMCL, on—

(i) the petitioner; and

(ii) any provisional liquidator;

(f) if a supervisor of a voluntary arrangement under Part 1 of the 1986 Act has been appointed, on that person;

(g) on any creditor who has served notice in accordance with section 164 of the 2004 Act of the creditor’s intention to enforce the creditor’s security over property of the SMCL;

(h) if the applicant is the Secretary of State, on GEMA; and

(i) if the applicant is GEMA, on the Secretary of State.

(4) A certificate of service which complies with the requirements in Rule 174 must be filed with the court as soon as reasonably practicable after service, and in any event no later than the business day before the hearing of the application.

Notice to officers charged with distress or other legal process

10.  The applicant must as soon as reasonably practicable after filing the application deliver a notice of it being made to—

(a) any enforcement officer, enforcement agent or other officer who to the applicant’s knowledge is charged with distress or other legal process against the SMCL or its property; and

(b) any person who to the applicant’s knowledge has distrained against the SMCL or its property.

The hearing

11.—(1) At the hearing of the SMCL administration application, any of the following may appear or be represented—

(a) the person proposed for appointment as SMCL administrator;

(b) the SMCL;

(c) the Secretary of State;

(d) GEMA;

(e) one or more of the directors of the SMCL;

(f) any person that is the holder of a qualifying floating charge;

(g) if an administrative receiver has been appointed, that person;

(h) any person who has applied to the court for an administration order under Schedule B1 to the 1986 Act, without the modifications made by Schedule 20 to the 2004 Act;

(i) any person who has presented a petition for the winding up of the SMCL;

(j) any supervisor of a voluntary arrangement under Part 1 of the 1986 Act;

(k) any creditor who has served notice in accordance with section 164 of the 2004 Act of the creditor’s intention to enforce the creditor’s security over property of the SMCL;

(l) with the permission of the court, any other person who appears to have an interest justifying the person’s appearance.

(2) Where the court makes an SMCL administration order the order must—

(a) be headed “SMCL administration order”;

(b) include immediately below the heading—

(i) the full name, registered address, registered number and any other trading names of the SMCL; and

(ii) details of the court where the proceedings are and the relevant court reference number; and

(c) set out the matters mentioned in paragraph (3) and as the case may be, paragraph (4).

(3) The matters are—

(a) the name and title of the judge making the order;

(b) the address for service of the applicant;

(c) details of any other parties (including the SMCL) appearing and by whom represented;

(d) an order that during the period the order is in force the affairs, business and property of the SMCL are to be managed by the SMCL administrator;

(e) the name of the person appointed as SMCL administrator;

(f) an order that that person is appointed as SMCL administrator of the SMCL;

(g) the date of the order (and if the court so orders, the time); and

(h) such other provisions if any as the court thinks just.

(4) Where two or more SMCL administrators are appointed the order must also specify—

(a) which functions (if any) are to be exercised by those persons acting jointly; and

(b) which functions (if any) are to be exercised by any or all of those persons.

(5) If the court makes an SMCL administration order, the costs of the applicant, and of any other person whose costs are allowed by the court, are payable as an expense of the SMCL administration.

Notice of SMCL administration order

12.—(1) If the court makes an SMCL administration order, it must as soon as reasonably practicable deliver two sealed copies of the order to the person who made the application.

(2) The applicant must deliver a sealed copy of the order as soon as reasonably practicable to the person appointed as SMCL administrator.

(3) If the court makes an order under section 157(1)(d) of the 2004 Act or any other order under section 157(1)(f) of the 2004 Act, it must give directions as to the persons to whom, and how, notice of that order is to be delivered.

PART 3 Process of SMCL administration

Notification and advertisement of SMCL administrator’s appointment

13.—(1) The SMCL administrator must, as soon as reasonably practicable after the date of the SMCL administration order, deliver a notice of the appointment—

(a) if the application for the SMCL administration order was made by the Secretary of State, to GEMA;

(b) if the application for the SMCL administration order was made by GEMA, to the Secretary of State;

(c) to any holder of a qualifying floating charge who, to the SMCL administrator’s knowledge, has served notice in accordance with section 163 of the 2004 Act(28) that the person is seeking to appoint an administrator;

(d) if a receiver or an administrative receiver has been appointed, to that person;

(e) to any person who has applied to the court for an administration order under Schedule B1 to the 1986 Act, without the modifications made by Schedule 20 to the 2004 Act, in relation to the SMCL;

(f) if there is pending a petition for the winding up of the SMCL, to the petitioner and also to the provisional liquidator (if any);

(g) to any supervisor of a voluntary arrangement under Part 1 of the 1986 Act;

(h) to any creditor who, to the SMCL administrator’s knowledge, has served notice in accordance with section 164 of the 2004 Act of that person’s intention to enforce that person’s security over property of the SMCL;

(i) to any enforcement officer, enforcement agent or other officer who, to the SMCL administrator’s knowledge, is charged with distress or other legal process against the SMCL or its property; and

(j) to any person who, to the SMCL administrator’s knowledge, has distrained against the SMCL or its property.

(2) The notice of appointment must state—

(a) that an SMCL administrator has been appointed; and

(b) the date of the appointment.

(3) The SMCL administrator—

(a) must, as soon as reasonably practicable after the date of the SMCL administration order, have gazetted the notice of appointment; and

(b) may advertise the notice of appointment in such other manner as the SMCL administrator thinks fit.

(4) Where, under a provision of Schedule B1 to the 1986 Act or these Rules, the SMCL administrator is required to deliver a notice of the appointment to any person, the notice must—

(a) be headed “Notice of SMCL administrator’s appointment”;

(b) include immediately below the heading—

(i) the full name, registered address, registered number and any other trading names of the SMCL; and

(ii) details of the court where the proceedings are and the relevant court reference number;

(c) contain the SMCL administrator’s name, address and IP number; and

(d) state that the person mentioned in sub-paragraph (c) has been appointed as SMCL administrator of the SMCL.

(5) The notice must be authenticated and dated by the SMCL administrator.

Notice requiring statement of affairs

14.—(1) In this Part, “relevant person” has the meaning given to it in paragraph 47(3) of Schedule B1 to the 1986 Act.

(2) A requirement under paragraph 47(1) of Schedule B1 to the 1986 Act for one or more relevant persons to provide the SMCL administrator with a statement of the affairs of the SMCL must be made by a notice delivered to such persons (and each person to whom such a notice is delivered is referred to in this Part as a “nominated person”).

(3) The notice must—

(a) be headed “Notice requiring statement of affairs”;

(b) include immediately below the heading—

(i) the full name, registered address, registered number and any other trading names of the SMCL; and

(ii) details of the court where the proceedings are and the relevant court reference number;

(c) require each nominated person to prepare and submit to the SMCL administrator a statement of the affairs of the SMCL; and

(d) inform each nominated person of—

(i) the names and addresses of all others (if any) to whom the same notice has been delivered;

(ii) the requirement to deliver the statement of affairs to the SMCL administrator no later than 11 days after receipt of the notice; and

(iii) the effect of paragraph 48(4) of Schedule B1 to the 1986 Act (offence of non-compliance) and section 235 of the 1986 Act(29) (duty to co-operate with the SMCL administrator).

(4) The SMCL administrator must inform each nominated person that a document for the preparation of the statement of affairs capable of completion in compliance with Rule 15 will be supplied if requested.

(5) The nominated person (or one of them, if more than one) must deliver the statement of affairs to the SMCL administrator with the statement of truth required by paragraph 47(2)(a) of Schedule B1 to the 1986 Act and a copy of each statement.

Statement of affairs: content

15.—(1) The statement of affairs must—

(a) be headed “Statement of affairs”;

(b) include immediately below the heading—

(i) the full name, registered address, registered number and any other trading names of the SMCL; and

(ii) details of the court where the proceedings are and the relevant court reference number; and

(c) state that it is a statement of the affairs of the SMCL on a specified date, being the date on which it entered SMCL administration.

(2) The statement of affairs must contain (in addition to the matters required by paragraph 47(2) of Schedule B1 to the 1986 Act)—

(a) a summary of the assets of the SMCL, setting out the book value and the estimated realisable value of—

(i) any assets subject to a fixed charge;

(ii) any assets subject to a floating charge;

(iii) any uncharged assets; and

(iv) the total value of all the assets available for preferential creditors;

(b) a summary of the liabilities of the SMCL, setting out—

(i) the amount of preferential debts;

(ii) an estimate of the deficiency with respect to preferential debts or the surplus available after paying the preferential debts;

(iii) an estimate of the prescribed part if applicable;

(iv) the amount of debt secured by floating charges;

(v) an estimate of the total assets available to pay debts secured by floating charges;

(vi) an estimate of the deficiency with respect to debts secured by floating charges or the surplus available after paying the debts secured by fixed or floating charges;

(vii) the amount of unsecured debts (excluding preferential debts);

(viii) an estimate of the deficiency with respect to unsecured debts or the surplus available after paying unsecured debts;

(ix) any issued and called-up capital; and

(x) an estimate of the deficiency with respect to, or surplus available to, members of the SMCL;

(c) a list of the SMCL’s creditors with the further particulars required by paragraph (3) indicating—

(i) any creditors under hire-purchase, chattel leasing or conditional sales agreements; and

(ii) any creditors claiming retention of title over property in the SMCL’s possession; and

(d) the name and address of each member of the SMCL and the number, nominal value and other details of the shares held by each member.

(3) The list of creditors required by paragraph 47(2) of Schedule B1 to the 1986 Act and paragraph (2)(c) of this Rule must contain the following particulars except where paragraphs (4) and (5) apply—

(a) the name and postal address of the creditor;

(b) the amount of the debt owed to the creditor;

(c) details of any security held by the creditor;

(d) the date on which any such security was given; and

(e) the value of any such security.

(4) This paragraph applies where the particulars required by paragraph (3) relate to creditors who are either—

(a) employees or former employees of the SMCL; or

(b) consumers claiming amounts paid in advance for the supply of goods or services.

(5) Where paragraph (4) applies—

(a) the statement of affairs itself must state separately for each of paragraphs (4)(a) and (b) the number of such creditors and the total of the debts owed to them; and

(b) the particulars required by paragraph (3) must be set out in separate schedules to the statement of affairs for each of paragraphs (4)(a) and (b).

Statement of concurrence

16.—(1) The SMCL administrator may require a relevant person to deliver to the SMCL administrator a statement of concurrence.

(2) A statement of concurrence is a statement, verified by a statement of truth, that that person concurs in the statement of affairs submitted by a nominated person.

(3) The SMCL administrator must inform the nominated person that the relevant person mentioned in paragraph (1) has been required to deliver a statement of concurrence.

(4) The nominated person must deliver a copy of the statement of affairs to every relevant person who has been required to submit a statement of concurrence.

(5) The relevant person must deliver the required statement of concurrence together with a copy to the SMCL administrator before the end of the period of five business days (or such other period as the SMCL administrator may agree) beginning with the day on which the relevant person receives the statement of affairs.

(6) A statement of concurrence must—

(a) be headed “Statement of concurrence”; and

(b) include immediately below the heading—

(i) the full name, registered address, registered number and any other trading names of the SMCL; and

(ii) details of the court where the proceedings are and the relevant court reference number.

(7) A statement of concurrence may be qualified in relation to matters dealt with in the statement of affairs where the person making the statement of concurrence—

(a) is not in agreement with the statement of affairs;

(b) considers the statement of affairs to be erroneous or misleading; or

(c) is without the direct knowledge necessary for concurring with it.

Filing of statement of affairs etc.

17.—(1) Subject to Rule 18, the SMCL administrator must as soon as reasonably practicable deliver to the registrar of companies a copy of the statement of affairs and any statement of concurrence.

(2) However, the SMCL administrator must not deliver to the registrar of companies with the statement of affairs any schedule required by Rule 15(5)(b).

Limited disclosure

18.—(1) If the SMCL administrator thinks that it would prejudice the conduct of the SMCL administration or might reasonably be expected to lead to violence against any person for the whole or part of the statement of affairs or a statement of concurrence to be disclosed, the SMCL administrator may apply to the court for an order in relation to the particular statement, or a specified part of it.

(2) The court may, on such application, order that the whole of, or a specified part of, a statement referred to in paragraph (1) must not be delivered to the registrar of companies.

(3) The SMCL administrator must as soon as reasonably practicable deliver to the registrar of companies—

(a) a copy of the order; and

(b) the statement of affairs and any statement of concurrence to the extent provided by the order.

(4) A creditor may apply to the court for an order that the SMCL administrator disclose any statement or a specified part of it in relation to which an order has been made under paragraph (2).

(5) The application under paragraph (4) must be supported by a witness statement.

(6) The applicant must deliver to the SMCL administrator notice of the application under paragraph (4) at least three business days before the hearing.

(7) The court may, on an application under paragraph (4), make any order for disclosure subject to any conditions as to confidentiality, duration, the scope of the order in the event of any change of circumstances, or other matters as it thinks just.

(8) If there is a material change in circumstances rendering an order under paragraph (2) wholly or partially unnecessary, the SMCL administrator must, as soon as reasonably practicable after the change, apply to the court for the order or any part of it to be rescinded or amended.

(9) The SMCL administrator must, as soon as reasonably practicable after the making of an order under paragraph (8), deliver to the registrar of companies a copy of the statement of affairs and any statement of concurrence to the extent provided by the order.

(10) If, after the SMCL administrator has sent a statement of proposals under paragraph 49 of Schedule B1 to the 1986 Act(30), a statement of affairs is delivered to the registrar of companies in accordance with paragraph (9), the SMCL administrator must deliver to the creditors a copy or summary of the statement of affairs as delivered to the registrar of companies.

(11) The provisions of CPR Part 31 do not apply to any application under this Rule.

Release from duty to submit statement of affairs; extension of time

19.—(1) The power of the SMCL administrator under paragraph 48(2) of Schedule B1 to the 1986 Act to revoke a requirement to provide a statement of affairs or to extend the period within which it must be submitted may be exercised at the SMCL administrator’s own discretion or at the request of a nominated person.

(2) The nominated person may apply to the court if the SMCL administrator refuses that person’s request for a revocation or extension.

(3) The court may, if it thinks that no sufficient cause is shown for the application, dismiss it without giving notice to any party other than the applicant.

(4) If the application is not dismissed, the court must fix a venue for it to be heard, and give notice to the applicant accordingly.

(5) The applicant must, at least 14 days before the hearing, deliver to the SMCL administrator a notice stating the venue with a copy of the application and of any evidence on which the applicant intends to rely.

(6) The SMCL administrator may appear and be heard on the application and, whether or not the SMCL administrator appears, the SMCL administrator may file a report of any matters which the SMCL administrator considers ought to be drawn to the court’s attention.

(7) If such a report is filed, the SMCL administrator must deliver a copy of it to the applicant not less than five business days before the date fixed for the hearing.

(8) Sealed copies of any order made on the application must be delivered by the court to the applicant and the SMCL administrator.

(9) On an application under this Rule, the applicant’s costs must be paid by the applicant in any event, but the court may order that an allowance of all or part of them may be payable as an expense of the SMCL administration.

Expenses of statement of affairs

20.—(1) The expenses of a nominated person which the SMCL administrator considers to have been reasonably incurred in making a statement of affairs or of a relevant person in making a statement of concurrence must be paid by the SMCL administrator as an expense of the SMCL administration.

(2) A decision by the SMCL administrator that expenses were not reasonably incurred (and are therefore not payable as an expense of the SMCL administration) may be appealed by way of an application to the court.

(3) Nothing in this Rule relieves a relevant person of any obligation with respect to the making and delivery of a statement of affairs or statement of concurrence.

SMCL administrator’s proposals

21.—(1) This Rule applies to the statement the SMCL administrator is required to make under paragraph 49 of Schedule B1 to the 1986 Act (“the statement of proposals”).

(2) The statement of proposals must include (in addition to those matters set out in paragraph 49 of Schedule B1 to the 1986 Act)—

(a) details of the court where the proceedings are and the relevant court reference number;

(b) the full name, registered address, registered number and any other trading names of the SMCL;

(c) details relating to the SMCL administrator’s appointment, including the date of appointment and whether the application was made by the Secretary of State or GEMA and, where there are joint SMCL administrators, details of the matters set out in section 158(5) of the 2004 Act;

(d) the names of the directors and secretary of the SMCL and details of any shareholdings in the SMCL they may have;

(e) an account of the circumstances giving rise to the appointment of the SMCL administrator;

(f) if a statement of affairs has been submitted—

(i) a copy or summary of it, except so far as an order under Rule 18 limits disclosure of it, and excluding any schedule referred to in Rule 15(5)(b), or the particulars relating to individual creditors contained in any such schedule,

(ii) details of who provided the statement of affairs, and

(iii) any comments which the SMCL administrator may have upon the statement of affairs;

(g) if an order under Rule 18 (limited disclosure) has been made—

(i) a statement of that fact, and

(ii) the date of the order;

(h) if no statement of affairs has been submitted—

(i) details of the financial position of the SMCL at the latest practicable date (which must, unless the court orders otherwise, be a date not earlier than that on which the SMCL entered SMCL administration), and

(ii) an explanation as to why there is no statement of affairs;

(i) a full list of the company’s creditors in accordance with paragraph (3) if either—

(i) no statement of affairs has been submitted, or

(ii) a statement of affairs has been submitted but it does not include such a list, or the SMCL administrator believes the list included is less than full;

(j) except where the SMCL administrator proposes a voluntary arrangement in relation to the SMCL and subject to paragraph (6)—

(i) to the best of the SMCL administrator’s knowledge and belief—

(aa) an estimate of the value of the prescribed part (whether or not the SMCL administrator proposes to make an application to court under section 176A(5) of the 1986 Act or section 176A(3) of the 1986 Act applies); and

(bb) an estimate of the value of the SMCL’s net property; and

(ii) a statement whether the SMCL administrator proposes to make an application to the court under section 176A(5) of the 1986 Act and if so the reason for the application;

(k) a statement of any pre-smart meter communication licensee administration costs charged or incurred by the SMCL administrator or, to the SMCL administrator’s knowledge, by any other person qualified to act as an insolvency practitioner;

(l) a statement of how it is envisaged the objective of the SMCL administration will be achieved and how it is proposed that the SMCL administration will end;

(m) the manner in which the affairs and business of the SMCL—

(i) have, since the date of the SMCL administrator’s appointment, been managed and financed, including where any assets have been disposed of, the reasons for such disposals and the terms upon which such disposals were made; and

(ii) will continue to be managed and financed; and

(n) such other information (if any) as the SMCL administrator thinks necessary.

(3) The list of creditors required by paragraph (2)(i) must contain the following particulars except where paragraphs (4) and (5) apply—

(a) the name and postal address of the creditor;

(b) the amount of the debt owed to the creditor;

(c) details of any security held by the creditor;

(d) the date on which any such security was given; and

(e) the value of any such security.

(4) This paragraph applies where the particulars required by paragraph (3) relate to creditors who are either—

(a) employees or former employees of the SMCL; or

(b) consumers claiming amounts paid in advance for the supply of goods or services.

(5) Where paragraph (4) applies—

(a) the list of creditors required by paragraph (2)(i) must state separately for each of paragraphs (4)(a) and (b) the number of such creditors and the total of the debts owed to them;

(b) the particulars required by paragraph (3) must be set out in separate schedules to the list of creditors for each of paragraphs (4)(a) and (b); and

(c) the SMCL administrator must not deliver any such schedule to the registrar of companies with the statement of proposals.

(6) The SMCL administrator may exclude from an estimate under paragraph (2)(j) information the disclosure of which could seriously prejudice the commercial interests of the company, and if such information is excluded from the calculation the estimate must be accompanied by a statement to that effect.

(7) This paragraph applies where it is proposed that the SMCL administration will end by the SMCL moving to a creditors’ voluntary liquidation; and in that case, the statement required by paragraph (2)(l) must include—

(a) details of the proposed liquidator;

(b) where applicable, the declaration required by section 231 of the 1986 Act(31); and

(c) a statement that the creditors may nominate a different person as liquidator in accordance with paragraph 83(7)(a) of Schedule B1 to the 1986 Act(32) and Rule 93(4).

Statement of pre-smart meter communication licensee administration costs

22.  A statement of pre-smart meter communication licensee administration costs under Rule 21(2)(k) must include—

(a) details of any agreement under which the fees were charged and expenses incurred, including the parties to the agreement and the date on which the agreement was made;

(b) details of the work done for which the fees were charged and expenses incurred;

(c) an explanation of why the work was done before the SMCL entered SMCL administration and how it had been intended to further the achievement of the objective of the SMCL administration;

(d) a statement of the amount of the pre-smart meter communication licensee administration costs, setting out separately—

(i) the fees charged by the SMCL administrator;

(ii) the expenses incurred by the SMCL administrator;

(iii) the fees charged (to the SMCL administrator’s knowledge) by any other person qualified to act as an insolvency practitioner (and, if more than one, by each separately); and

(iv) the expenses incurred (to the SMCL administrator’s knowledge) by any other person qualified to act as an insolvency practitioner (and, if more than one, by each separately);

(e) a statement of the amounts of pre-smart meter communication licensee administration costs which have already been paid, set out separately as under sub-paragraph (d);

(f) the identity of the person who made the payment or, if more than one person made the payment, the identity of each such person and of the amounts paid by each such person, set out separately as under sub-paragraph (d);

(g) a statement of the amounts of unpaid pre-smart meter communication licensee administration costs, set out separately as under paragraph (d); and

(h) a statement that the payment of unpaid pre-smart meter communication licensee administration costs as an expense of the SMCL administration is subject to approval under Rule 47.

Ancillary provisions about delivery of SMCL administrator’s proposals

23.—(1) Where the court orders, on an application by the SMCL administrator under paragraph 107 of Schedule B1 to the 1986 Act, an extension of the period in paragraph 49(5) of Schedule B1 to the 1986 Act for delivering copies of the statement of proposals, the SMCL administrator must as soon as reasonably practicable after the making of the order—

(a) deliver a notice of the extension to every creditor of the SMCL and every member of the SMCL of whose address (in either case) the SMCL administrator is aware; and

(b) deliver a copy of the notice of the extension to the registrar of companies.

(2) The notice mentioned in paragraph (1) must—

(a) be headed “Notice of extension of time period”;

(b) include immediately below the heading—

(i) details of the court where the proceedings are and the relevant court reference number; and

(ii) the full name, registered address, registered number and any other trading names of the SMCL; and

(c) state the date to which the court has ordered an extension.

(3) Where the SMCL administrator wishes to publish a notice under paragraph 49(6) of Schedule B1 to the 1986 Act, the notice must—

(a) be advertised in such manner as the SMCL administrator thinks fit; and

(b) be published as soon as reasonably practicable after the SMCL administrator has delivered the statement of proposals to the SMCL’s creditors but no later than 8 weeks (or such other period as may be agreed by the creditors or as the court may order) from the date on which the SMCL entered SMCL administration.

Limited disclosure of SMCL administrator’s statement of proposals

24.—(1) If the SMCL administrator thinks that it would prejudice the conduct of the SMCL administration or might reasonably be expected to lead to violence against any person for any of the matters specified in Rule 21(2)(h) and (i) to be disclosed, the SMCL administrator may apply to the court for an order in relation to any specified part of the statement of proposals.

(2) The court may, on such application, order that some or all of the specified part of the statement must not be delivered to the registrar of companies or to creditors or members of the SMCL as otherwise required by paragraph 49(4) of Schedule B1 to the 1986 Act.

(3) The SMCL administrator must as soon as reasonably practicable deliver to the persons specified in paragraph 49(4) of Schedule B1 to the 1986 Act the statement of proposals (to the extent provided by the order) and an indication of the nature of the matter in relation to which the order was made.

(4) The SMCL administrator must also deliver a copy of the order to the registrar of companies.

(5) A creditor may apply to the court for an order that the SMCL administrator disclose any part of a statement of proposals in relation to which an order has been made under paragraph (2).

(6) The application under paragraph (5) must be supported by a witness statement.

(7) The applicant must deliver to the SMCL administrator notice of the application under paragraph (5) at least three business days before the hearing.

(8) The court may, on an application under paragraph (5), make any order for disclosure subject to any conditions as to confidentiality, duration, the scope of the order in the event of any change of circumstances, or other matters as it thinks just.

(9) If there is a material change in circumstances rendering an order under paragraph (2) wholly or partially unnecessary, the SMCL administrator must, as soon as reasonably practicable after the change, apply to the court for the order or any part of it to be rescinded or amended.

(10) The SMCL administrator must, as soon as reasonably practicable after the making of an order under paragraph (9), deliver to the persons specified in paragraph 49(4) of Schedule B1 to the 1986 Act a copy of the statement of proposals to the extent provided by the order and an indication of the nature of the matter in relation to which the order was made.

(11) The provisions of CPR Part 31 do not apply to any application under this Rule.

Revision of the SMCL administrator’s proposals

25.—(1) Where paragraph 54(2) of Schedule B1 to the 1986 Act applies, the SMCL administrator must, as soon as reasonably practicable, make a statement setting out the revisions to the SMCL administrator’s proposals and send it to all those to whom the SMCL administrator is required to send a copy of the revised proposals.

(2) The statement of revised proposals must—

(a) be headed “Statement of SMCL administrator’s revised proposals”; and

(b) include immediately below the heading—

(i) the full name, registered address, registered number and any other trading names of the SMCL; and

(ii) details of the court where the proceedings are and the relevant court reference number.

(3) The statement of revised proposals must include—

(a) details relating to the SMCL administrator’s appointment, including the date of appointment and whether the SMCL administration application was made by the Secretary of State or GEMA;

(b) the names of the directors and secretary of the SMCL and details of any shareholdings in the SMCL they may have;

(c) a summary of the original proposals and the reasons for the revision;

(d) details of the revision including details of the SMCL administrator’s assessment of the likely impact of the revision upon creditors generally or upon each class of creditors;

(e) where the revision relates to the ending of the SMCL administration by a creditors’ voluntary liquidation and the nomination of a person to be the proposed liquidator of the SMCL—

(i) details of the proposed liquidator;

(ii) where applicable, the declaration required by section 231 of the 1986 Act; and

(iii) a statement that the creditors may nominate a different person as liquidator in accordance with paragraph 83(7)(a) of Schedule B1 to the 1986 Act and Rule 93(4); and

(f) any other information that the SMCL administrator thinks necessary.

(4) Subject to paragraph 54(4) of Schedule B1 to the 1986 Act, within five business days of sending out the statement in paragraph (1) above to the creditors, the SMCL administrator must send a copy of the statement to every member of the SMCL.

(5) A notice under paragraph 54(4) of Schedule B1 to the 1986 Act must—

(a) be advertised in such manner as the SMCL administrator thinks fit as soon as reasonably practicable after the SMCL administrator has sent the statement to the creditors; and

(b) state—

(i) that members may request in writing a copy of the statement of revised proposals; and

(ii) the address to which to write.

Reports

26.—(1) The SMCL administrator must prepare a report (the “progress report”).

(2) The progress report must—

(a) be headed “SMCL administrator’s progress report”; and

(b) include immediately below the heading—

(i) the full name, registered address, registered number and any other trading names of the SMCL; and

(ii) details of the court where the proceedings are and the relevant court reference number.

(3) The progress report must include—

(a) full details of the SMCL administrator’s name and address, date of appointment and any changes in SMCL administrator;

(b) the name and address of the applicant for the SMCL administration application;

(c) in the case of joint SMCL administrators, details of the matters set out in section 158(5) of the 2004 Act;

(d) details of progress during the period of the report, including a receipts and payments account (as detailed in paragraph (4));

(e) details of any assets that remain to be realised; and

(f) any other relevant information for the creditors.

(4) A receipts and payments account must—

(a) state what assets of the SMCL have been realised, for what value, and what payments have been made to creditors or others;

(b) be in the form of an abstract showing receipts and payments during the period of the report; and

(c) where the SMCL administrator has ceased to act, include a statement as to the amount paid to unsecured creditors by virtue of the application of section 176A of the 1986 Act (prescribed part).

(5) The progress report must cover the periods of—

(a) six months starting on the date on which the SMCL entered SMCL administration; and

(b) each subsequent period of six months.

(6) The periods for which progress reports are required under paragraph (5) are unaffected by any change in the SMCL administrator.

(7) The SMCL administrator must send a copy of the progress report within one month of the end of the period covered by the report, to—

(a) the registrar of companies;

(b) the Secretary of State;

(c) GEMA;

(d) the creditors; and

(e) the court,

but this paragraph does not apply when the report is a final progress report within the meaning of Part 9.

(8) The court may, on the SMCL administrator’s application, extend the period of one month mentioned in paragraph (7) above, or make such other order in respect of the content of the report as it thinks fit.

(9) It is an offence for the SMCL administrator to fail to comply with this Rule.

PART 4 Meetings

CHAPTER 1 Creditors’ meetings

Creditors’ meetings generally

27.—(1) This Rule applies to creditors’ meetings summoned by the SMCL administrator under paragraph 62 of Schedule B1 to the 1986 Act(33).

(2) Subject to paragraphs (7), (8) and (10), where the SMCL administrator summons a meeting of creditors the SMCL administrator must deliver at least 14 days’ notice of the meeting to all creditors who are known to the SMCL administrator and had claims against the SMCL at the date when the SMCL entered SMCL administration unless that creditor has subsequently been paid in full.

(3) The notice must—

(a) be headed “Notice of a meeting of creditors”;

(b) include immediately below the heading—

(i) the full name, registered address, registered number and any other trading names of the SMCL; and

(ii) details of the court where the proceedings are and the relevant court reference number; and

(c) state the venue for the meeting.

(4) In fixing the venue for the meeting, the SMCL administrator must have regard to the convenience of creditors and the meeting must be summoned for commencement between 10.00 am and 4.00 pm on a business day, unless the court otherwise directs.

(5) The notice must also—

(a) specify the purpose of the meeting;

(b) contain a statement of the effect of Rule 31 (entitlement to vote); and

(c) be accompanied by a blank proxy complying with Rule 144.

(6) As soon as reasonably practicable after notice of the meeting has been given, the SMCL administrator must have gazetted a notice which must—

(a) state—

(i) that a creditors’ meeting is to take place;

(ii) the venue fixed for the meeting; and

(iii) the purpose of the meeting; and

(b) contain a statement of the effect of Rule 31 (entitlement to vote).

(7) If within 30 minutes from the time fixed for the commencement of the meeting there is no person present to act as chair, the meeting stands adjourned to the same time and place in the following week or, if that is not a business day, the business day immediately following.

(8) If within 30 minutes from the time fixed for the commencement of the meeting those persons attending the meeting do not constitute a quorum, the chair may adjourn the meeting to such time and place as the chair may appoint.

(9) Once only in the course of the meeting the chair may, without an adjournment, declare the meeting suspended for a period up to one hour.

(10) The chair may, and must if the meeting so resolves, adjourn the meeting to such time and place as seems to the chair to be appropriate in the circumstances.

(11) An adjournment under paragraph (10) must not be for a period of more than 14 days, subject to any direction of the court.

(12) If there are subsequently further adjournments, the final adjournment must not be to a day later than 14 days after the date on which the meeting was originally held, subject to any direction of the court.

(13) Where a meeting is adjourned under this Rule, proofs and proxies may be used if lodged at any time up to midday on the business day immediately before resumption of the adjourned meeting.

(14) Paragraph (4) applies to the venue fixed for a meeting adjourned under this Rule.

Quorum at meeting of creditors

28.—(1) Any meeting of creditors in SMCL administration proceedings is competent to act if a quorum is present.

(2) A quorum is at least one creditor who is—

(a) entitled to vote; and

(b) present or represented by proxy by any person (including the chair).

(3) Where at any meeting of creditors—

(a) the provisions of this Rule as to a quorum being present are satisfied by the attendance of—

(i) the chair alone; or

(ii) one other person in addition to the chair; and

(b) the chair is aware, by virtue of proofs and proxies received or otherwise, that one or more additional persons would, if attending, be entitled to vote,

the meeting must not commence until at least the expiry of 15 minutes after the time appointed for its commencement.

The chair at meetings

29.—(1) At any meeting of creditors summoned by the SMCL administrator, either the SMCL administrator must be chair, or a person nominated by the SMCL administrator in writing to act in the SMCL administrator’s place.

(2) A person so nominated must be either—

(a) one who is qualified to act as an insolvency practitioner in relation to the SMCL; or

(b) an employee of the SMCL administrator or the SMCL administrator’s firm who is experienced in insolvency matters.

Creditors’ meeting for nomination of alternative liquidator

30.—(1) Where under Rules 21(7) or 25(3)(e) the SMCL administrator has proposed that the SMCL enter creditors’ voluntary liquidation once the SMCL administration has ended, the SMCL administrator must, in the circumstances detailed in paragraph (2), call a meeting of creditors for the purpose of nominating a person other than the person named as proposed liquidator in the SMCL administrator’s statement of proposals or revised proposals (“the relevant statement of proposals”).

(2) The SMCL administrator must call a meeting of creditors where such a meeting is requested by creditors of the SMCL whose debts amount to at least 10% of the total debts of the SMCL.

(3) The request for a creditors’ meeting for the purpose set out in paragraph (1) must be made by notice delivered to the SMCL administrator within eight business days of the date on which the relevant statement of proposals was sent to the creditor making the request.

(4) The notice must—

(a) be headed “Creditor’s request for a meeting”; and

(b) include immediately below the heading—

(i) the full name, registered address, registered number and any other trading names of the SMCL; and

(ii) details of the court where the proceedings are and the relevant court reference number.

(5) The notice must include—

(a) the name and address of the creditor making the request, and the amount of the requesting creditor’s debt in the SMCL administration;

(b) a list of creditors concurring with the request, showing the amounts of their respective debts in the SMCL administration; and

(c) from each creditor concurring, written confirmation of the creditor’s concurrence,

but sub-paragraphs (b) and (c) do not apply if the requesting creditor’s debt is alone sufficient without the concurrence of other creditors.

(6) A meeting requested under this Rule must be held within 28 days of the SMCL administrator’s receipt of the notice requesting the meeting.

Entitlement to vote

31.—(1) A person is entitled to vote at a meeting of creditors in SMCL administration proceedings only if—

(a) the person has delivered to the SMCL administrator, no later than midday on the business day before the meeting, details in writing of the debt which the person claims to be due to that person from the SMCL and those details include any calculation for the purposes of Rules 33 and 34;

(b) the claim has been duly admitted under Rule 32 or this Rule; and

(c) there has been lodged with the SMCL administrator any proxy which the person intends to be used on the person’s behalf.

(2) The chair of the meeting may allow a creditor to vote, notwithstanding that the creditor has failed to comply with paragraph (1)(a), if satisfied that the failure was due to circumstances beyond the creditor’s control.

(3) The chair of the meeting may call for any document or other evidence to be produced to the chair, where the chair thinks it necessary for the purpose of substantiating the whole or any part of the claim.

(4) Votes are calculated according to the amount of each creditor’s claim as at the date on which the SMCL entered SMCL administration, less—

(a) any payments that have been made to the creditor after that date in respect of the claim; and

(b) any adjustment by way of set-off which has been made in accordance with Rule 59 or would have been made if that Rule were applied on the date on which the votes are counted.

(5) A creditor may not vote in respect of a debt for an unliquidated amount, or any debt whose value is not ascertained, except where the chair agrees to put upon the debt an estimated minimum value for the purpose of entitlement to vote and admits the claim for that purpose.

(6) No vote may be cast by virtue of a claim more than once on any resolution put to the meeting.

Admission and rejection of claims

32.—(1) At any creditors’ meeting the chair has power to admit or reject a creditor’s claim for the purpose of the creditor’s entitlement to vote; and the power is exercisable with respect to the whole or any part of the claim.

(2) The chair’s decision under this Rule, or in respect of any matter arising under Rule 31, is subject to appeal to the court by any creditor.

(3) If the chair is in doubt whether a claim should be admitted or rejected, the chair must mark it as objected to and allow the creditor to vote, subject to the creditor’s vote being subsequently declared invalid if the objection to the claim is sustained.

(4) If on appeal the chair’s decision is reversed or varied, or a creditor’s vote is declared invalid, the court may order that another meeting be summoned, or make such other order as it thinks just.

(5) An application to the court by way of appeal under this Rule against a decision of the chair must be made no later than 21 days after the date of the meeting.

(6) Neither the SMCL administrator nor any person nominated by the SMCL administrator to be chair is personally liable for costs incurred by any person in respect of an appeal to the court under this Rule, unless the court makes an order to that effect.

Secured creditors

33.  At a meeting of creditors a secured creditor is entitled to vote only in respect of the balance (if any) of the creditor’s debt after deducting the value of the creditor’s security as estimated by the creditor.

Hire-purchase, conditional sale and chattel leasing agreements

34.—(1) Subject to paragraph (2), an owner of goods under a hire-purchase or chattel leasing agreement, or a seller of goods under a conditional sale agreement, is entitled to vote in respect of the amount of the debt due and payable to the owner by the SMCL on the date on which the SMCL entered SMCL administration.

(2) In calculating the amount of any debt for this purpose, no account is to be taken of any amount attributable to the exercise of any right under the relevant agreement so far as the right has become exercisable solely by virtue of the making of an SMCL administration application or any matter arising as a consequence, or of the SMCL entering SMCL administration.

Resolutions

35.—(1) Except where this Rule provides otherwise, a resolution is passed at a creditors’ meeting when a majority (in value) of those voting (in person or by proxy) have voted in favour of it.

(2) A resolution is not passed if those voting against it include more than half in value of the creditors to whom notice of the meeting was delivered and who are not, to the best of the chair’s belief, persons connected with the SMCL.

(3) In the case of a resolution for the nomination of a person to act as liquidator once the SMCL administration has ended—

(a) subject to paragraph (4), if on any vote there are two persons put forward by creditors for nomination as liquidator, the person who obtains the most support is nominated as liquidator;

(b) if there are three or more persons put forward by creditors for nomination as liquidator and one of them has a clear majority over both or all the others together, that one is nominated as liquidator;

(c) in any other case, the chair of the meeting must continue to take votes (disregarding at each vote any person who has withdrawn and, if no person has withdrawn, the person who obtained the least support last time), until a clear majority is obtained for any one person.

(4) The support referred to in paragraph (3)(a) must represent a majority (in value) of all those present (in person or by proxy) at the meeting and entitled to vote.

(5) Where on such a resolution no person is nominated as liquidator, the person named as proposed liquidator in the SMCL administrator’s proposals or revised proposals under Rules 21(7) or 25(3)(e) is nominated to act as liquidator once the SMCL administration has ended.

(6) The chair may at any time put to the meeting a resolution for the joint appointment of any two or more persons put forward by creditors for nomination as liquidator.

(7) In this Rule “connected with the SMCL” has the same meaning as “connected with a company” in section 249 of the 1986 Act.

Minutes

36.—(1) The chair of the creditors’ meeting must ensure that minutes of its proceedings are kept.

(2) The minutes must be authenticated by the chair, and be retained by the SMCL administrator as part of the records of the SMCL administration.

(3) The minutes must include—

(a) a list of the names of creditors who attended (personally or by proxy) and their claims; and

(b) a record of every decision made and how creditors voted.

CHAPTER 2 Company meetings

Venue and conduct of company meeting

37.—(1) Where the SMCL administrator summons a meeting of members of the SMCL, the SMCL administrator must fix a venue for it having regard to their convenience.

(2) The chair of the meeting must be the SMCL administrator or a person nominated by the SMCL administrator in writing to act in the SMCL administrator’s place.

(3) A person so nominated must be either—

(a) one who is qualified to act as an insolvency practitioner in relation to the SMCL, or

(b) an employee of the SMCL administrator or the SMCL administrator’s firm who is experienced in insolvency matters.

(4) If within 30 minutes from the time fixed for commencement of the meeting there is no person present to act as chair, the meeting stands adjourned to the same time and place in the following week or, if that day is not a business day, to the business day immediately following.

(5) Subject to anything to the contrary in the 1986 Act and these Rules, the meeting must be summoned and conducted—

(a) in accordance with the law of England and Wales, including any applicable provision in or made under the Companies Act 2006, in the case of an SMCL incorporated—

(i) in England and Wales; or

(ii) outside the United Kingdom other than in an EEA state;

(b) in accordance with the law of the state applicable to meetings of the SMCL, in the case of an SMCL incorporated in an EEA state other than the United Kingdom.

(6) The chair of the meeting must ensure that minutes of its proceedings are entered in the SMCL’s minute book.

CHAPTER 3 Remote attendance

Remote attendance at meetings

38.—(1) This Rule applies to a request to the convener of a meeting under section 246A(9) of the 1986 Act to specify a place for the meeting.

(2) The request must be accompanied by—

(a) in the case of a request by creditors, a list of the creditors making or concurring with the request and the amounts of their respective debts in the SMCL administration;

(b) in the case of a request by members, a list of the members making or concurring with the request and their voting rights; and

(c) from each person concurring, written confirmation of that person’s concurrence.

(3) The request must be delivered to the convener within seven business days of the date on which the convener delivered the notice of the meeting in question.

(4) Where the convener considers that the request has been properly made in accordance with the 1986 Act and this Rule, the convener must—

(a) deliver notice to all those previously given notice of the meeting—

(i) that it is to be held at a specified place; and

(ii) as to whether the date and time are to remain the same or not;

(b) set a venue (including specification of a place) for the meeting, the date of which must be no later than 28 days after the original date for the meeting; and

(c) deliver at least 14 days’ notice of that venue to all those previously given notice of the meeting.

(5) The notices required by paragraphs (4)(a) and (c) may be delivered at the same or different times.

(6) Where the convener has specified a place for the meeting in response to a request to which this Rule applies, the chair of the meeting must attend the meeting by being present in person at that place.

Action where person excluded

39.—(1) In this Rule and Rules 40 and 41 an “excluded person” means a person who has taken all steps necessary to attend a meeting under the arrangements which—

(a) have been put in place by the convener of the meeting under section 246A(6) of the 1986 Act; but

(b) do not enable that person to attend the whole or part of that meeting.

(2) Where the chair becomes aware during the course of the meeting that there is an excluded person, the chair may—

(a) continue the meeting;

(b) declare the meeting void and convene the meeting again; or

(c) declare the meeting valid up to the point where the person was excluded and adjourn the meeting.

(3) Where the chair continues the meeting, the meeting is valid unless—

(a) the chair decides in consequence of a complaint under Rule 41 to declare the meeting void and hold the meeting again; or

(b) the court directs otherwise.

(4) Without prejudice to paragraph (2), where the chair becomes aware during the course of the meeting that there is an excluded person, the chair may, in the chair’s discretion and without an adjournment, declare the meeting suspended for any period up to one hour.

Indication to excluded person

40.—(1) A person who claims to be an excluded person may request an indication of what occurred during the period of that person’s claimed exclusion (an “indication”).

(2) A request under paragraph (1) must be made as soon as reasonably practicable and, in any event, no later than 4.00 pm on the business day following the day on which the exclusion is claimed to have occurred.

(3) A request under paragraph (1) must be made to—

(a) the chair, where it is made during the course of the business of the meeting; or

(b) the SMCL administrator where it is made after the conclusion of the business of the meeting.

(4) Where satisfied that the person making the request is an excluded person, the person to whom the request is made under paragraph (3) must give the indication as soon as reasonably practicable and, in any event, no later than 4.00 pm on the business day following the day on which the request was made under paragraph (1).

Complaint

41.—(1) Any person may make a complaint who—

(a) is, or claims to be, an excluded person; or

(b) attends the meeting (in person or by proxy) and claims to have been adversely affected by the actual, apparent or claimed exclusion of another person.

(2) The person to whom the complaint must be made (“the appropriate person”) is—

(a) the chair, where it is made during the course of the meeting; or

(b) the SMCL administrator, where it is made after the meeting.

(3) The appropriate person must, as soon as reasonably practicable following receipt of the complaint—

(a) consider whether there is an excluded person;

(b) where satisfied that there is an excluded person, consider the complaint; and

(c) where satisfied that there has been prejudice, take such action as the appropriate person considers fit to remedy the prejudice.

(4) Paragraph (5) applies where—

(a) the appropriate person is satisfied that the complainant is an excluded person;

(b) during the period of the person’s exclusion a resolution was put to the meeting and voted on; and

(c) the excluded person asserts how the excluded person intended to vote on the resolution.

(5) Subject to paragraph (6), where satisfied that the effect of the intended vote in paragraph (4), if cast, would have changed the result of the resolution, the appropriate person must—

(a) count the intended vote as being cast in accordance with the complainant’s stated intention;

(b) amend the record of the result of the resolution; and

(c) where notice of the result of the resolution has been delivered to those entitled to attend the meeting, deliver notice to them of the change.

(6) Where satisfied that more than one complainant is an excluded person, the appropriate person must have regard to the combined effect of the intended votes.

(7) The appropriate person must deliver notice to the complainant of any decision as soon as reasonably practicable.

(8) A complaint must be made as soon as reasonably practicable and, in any event, no later than 4.00 pm on the business day following—

(a) the day on which the person was, appeared or claimed to be excluded; or

(b) where an indication is sought under Rule 40, the day on which the complainant received the indication.

(9) A complainant who is not satisfied by the action of the appropriate person may apply to the court for directions and any application must be made no more than two business days from the date of receiving the decision of the appropriate person.

CHAPTER 4 Notice of meetings

Notice of meetings by advertisement only

42.—(1) The court may order that notice of any meeting be given by advertisement and not by individual notice to the persons concerned.

(2) In considering whether to make such an order, the court must have regard to the cost of advertisement, the amount of assets available and the extent of the interest of creditors and members or any particular class of either.

Non-receipt of notice of meeting

43.  Where in accordance with the 1986 Act or these Rules, a meeting of creditors or other persons is summoned by notice, the meeting is presumed to have been duly summoned and held, notwithstanding that not all those to whom the notice is to be delivered have received it.

PART 5 Disposal of charged property

Authority to dispose of property

44.—(1) This Rule applies where the SMCL administrator applies to the court under paragraphs 71 or 72 of Schedule B1 to the 1986 Act for authority to dispose of—

(a) property of the SMCL which is subject to a security other than a floating charge; or

(b) goods in the possession of the SMCL under a hire-purchase agreement.

(2) The court must fix a venue for the hearing of the application, and the SMCL administrator must as soon as reasonably practicable deliver notice of the venue to the holder of the security or, as the case may be, the owner of the goods.

(3) If an order is made under paragraphs 71 or 72 of Schedule B1 to the 1986 Act the court must deliver two sealed copies to the SMCL administrator.

(4) The SMCL administrator must deliver—

(a) one of the sealed copies to the holder of the security or the owner of the goods; and

(b) a copy of the sealed order to the registrar of companies.

PART 6 Expenses of the SMCL administration

Expenses

45.—(1) All fees, costs, charges and other expenses incurred in the course of the SMCL administration are to be regarded as expenses of the SMCL administration.

(2) The expenses associated with the prescribed part must be paid out of the prescribed part.

(3) The cost of the security required by section 390(3) of the 1986 Act for the proper performance of the SMCL administrator’s functions is an expense of the SMCL administration.

Priority of expenses of SMCL administration

46.—(1) The expenses of the SMCL administration are payable in the following order of priority—

(a) expenses properly incurred by the SMCL administrator in performing the SMCL administrator’s functions in the SMCL administration, except for those expenses referred to in sub-paragraph (g);

(b) the cost of any security provided by the SMCL administrator in accordance with the 1986 Act or these Rules;

(c) the costs of the applicant for the SMCL administration order and any person appearing on the hearing of the application whose costs were allowed by the court;

(d) any amount payable to a person in respect of assistance in the preparation of a statement of affairs or statement of concurrence;

(e) any allowance made, by the order of the court, towards costs on an application for release from the obligation to submit a statement of affairs or statement of concurrence;

(f) any necessary disbursements by the SMCL administrator in the course of the SMCL administration (but not including any payment of corporation tax in circumstances referred to in sub-paragraph (i));

(g) the remuneration of any person who has been employed by the SMCL administrator to perform any services for the SMCL, as required or authorised under the 1986 Act, the 2004 Act, the 2018 Act or these Rules;

(h) the remuneration of the SMCL administrator fixed by the court under Part 8 of these Rules and unpaid pre-smart meter communication licensee administration costs approved under Rule 47;

(i) the amount of any corporation tax on chargeable gains accruing on the realisation of any asset of the SMCL (irrespective of the person by whom the realisation is effected).

(2) The priorities laid down by paragraph (1) are subject to paragraph (3) and subject to the power of the court to make orders under paragraph (5) where the assets are insufficient to satisfy the liabilities.

(3) Where there is a former SMCL administrator, the items in paragraph 99 of Schedule B1 to the 1986 Act(34) are payable in priority to the expenses in this Rule.

(4) For the purposes of paragraph 99(3) of Schedule B1 to the 1986 Act, the former SMCL administrator’s remuneration and expenses shall comprise all those items set out in paragraph (1)(a) to (h) of this Rule.

(5) The court may, in the event of the assets being insufficient to satisfy the liabilities, make an order as to the payment out of the assets of the expenses incurred in the SMCL administration in such order of priority as the court thinks just.

Pre-smart meter communication licensee administration costs

47.  Where the SMCL administrator has made a statement of pre-smart meter communication licensee administration costs under Rule 21(2)(k), the SMCL administrator (where the costs consist of fees charged or expenses incurred by the SMCL administrator) or other insolvency practitioner (where the costs consist of fees charged or expenses incurred by that practitioner) must, before paying such costs, apply to the court for a determination of whether and to what extent the unpaid pre-smart meter communication licensee administration costs are approved for payment.

PART 7 Claims by and distributions to creditors

CHAPTER 1 Machinery of proving a debt

Proving a debt

48.—(1) A person claiming to be a creditor of the SMCL and wishing to recover the person’s debt in whole or part must submit the person’s claim in writing to the SMCL administrator, unless this Rule or an order of the court provides otherwise.

(2) A creditor who claims for a debt is referred to as “proving” for that debt and a document by which the creditor seeks to establish their claim is the creditor’s “proof”.

(3) A proof must—

(a) be made out by, or under the direction of, the creditor and be authenticated by the creditor or a person authorised on the creditor’s behalf; and

(b) state the following matters—

(i) the creditor’s name and address;

(ii) if the creditor is a company, its registered number;

(iii) the total amount of the creditor’s claim (including any value added tax) as at the date on which the SMCL entered SMCL administration, less any payments made after that date in respect of the claim, any deduction under Rule 58 and any adjustment by way of set off in accordance with Rule 59;

(iv) whether or not the claim includes outstanding uncapitalised interest;

(v) particulars of how and when the debt was incurred by the SMCL;

(vi) particulars of any security held, the date on which it was given and the value which the creditor puts on it;

(vii) details of any reservation of title in respect of goods to which the debt refers; and

(viii) the name, address and authority of the person authenticating the proof (if a person other than the creditor).

(4) There must be specified in the proof details of any document by reference to which the debt can be substantiated; but the document need not be delivered with the proof unless the SMCL administrator has requested it.

(5) The SMCL administrator may call for the creditor to produce any document or other evidence which the SMCL administrator considers is necessary to substantiate the whole or any part of a claim.

(6) A creditor is deemed to have proved for the purposes of determination and payment of a dividend but not otherwise where—

(a) the debt is a small debt;

(b) a notice has been delivered to the creditor under Rule 73 which complies with Rule 74 (further contents of notice to creditors owed small debts); and

(c) the creditor has not advised the SMCL administrator that the debt is incorrect or not owed.

(7) For the purposes of this Part “small debt” means a debt (being the total amount owed to a creditor) which does not exceed £1,000 (which amount is prescribed for the purposes of paragraph 13A of Schedule 8 to the 1986 Act(35)).

Provable debts

49.—(1) Subject as follows, in SMCL administration proceedings all claims by creditors are provable as debts against the SMCL, whether they are present or future, certain or contingent, ascertained or sounding only in damages.

(2) Any obligation arising under a confiscation order made under Part 2, 3 or 4 of the Proceeds of Crime Act 2002(36) is not provable.

(3) The following are not provable except at a time when all other claims of creditors in the SMCL administration proceedings (other than any of a kind mentioned in this paragraph) have been paid in full with interest under Rule 62—

(a) any claim arising by virtue of section 382(1)(a) of the Financial Services and Markets Act 2000(37), not being a claim also arising by virtue of section 382(1)(b) of that Act;

(b) any claim which by virtue of the 1986 Act or any other enactment is a claim the payment of which is to be postponed.

(4) Nothing in this Rule prejudices any enactment or rule of law under which a particular kind of debt is not provable, whether on grounds of public policy or otherwise.

Costs of proving

50.  Unless the court otherwise orders—

(a) every creditor bears the cost of proving the creditor’s own debt, including costs incurred in providing documents or evidence under Rule 48(5); and

(b) costs incurred by the SMCL administrator in estimating the value of a debt under Rule 57 are payable out of the assets as an expense of the SMCL administration.

SMCL administrator to allow inspection of proofs

51.  The SMCL administrator must, so long as proofs delivered to the SMCL administrator are in the possession of the SMCL administrator, allow them to be inspected, at all reasonable times on any business day, by any of the following persons—

(a) any creditor who has delivered a proof (unless the creditor’s proof has been wholly rejected for purposes of dividend or otherwise);

(b) any contributory of the SMCL; and

(c) any person acting on behalf of either of the above.

New SMCL administrator appointed

52.—(1) If a new SMCL administrator is appointed in place of another, the former SMCL administrator must as soon as reasonably practicable deliver to the new SMCL administrator all proofs which the former SMCL administrator has received, together with an itemised list of them.

(2) As soon as reasonably practicable following receipt of the itemised list and all of the proofs listed by it, the itemised list must be authenticated by the new SMCL administrator and returned to the former SMCL administrator.

Admission and rejection of proofs for dividend

53.—(1) The SMCL administrator may admit or reject a proof for dividend (in whole or in part).

(2) If the SMCL administrator rejects a proof in whole or in part, the SMCL administrator must deliver to the creditor a statement of the SMCL administrator’s reasons for doing so, as soon as reasonably practicable.

Appeal against decision on proof

54.—(1) If a creditor is dissatisfied with the SMCL administrator’s decision with respect to the creditor’s proof (including any decision on whether the debt is preferential), the creditor may apply to the court for the decision to be reversed or varied.

(2) The application must be made within 21 days of the creditor receiving the statement delivered under Rule 53(2).

(3) A member or any other creditor may, if dissatisfied with the SMCL administrator’s decision admitting or rejecting the whole or any part of a proof, make such an application within 21 days of becoming aware of the SMCL administrator’s decision.

(4) Where an application is made to the court under this Rule, the court must fix a venue for the application to be heard, notice of which must be sent by the applicant to the creditor who delivered the proof in question (if the applicant is not the creditor who delivered the proof) and the SMCL administrator.

(5) The SMCL administrator must, on receipt of the notice, file the relevant proof with the court, together (if appropriate) with a copy of the statement sent under Rule 53(2).

(6) Where the application is made by a member, the court must not disallow the proof (in whole or in part) unless the member shows that there is (or would be but for the amount claimed in the proof), or that it is likely that there will be (or would be but for the amount claimed in the proof), a surplus of assets to which the SMCL would be entitled.

(7) After the application has been heard and determined, the proof must, unless it has been wholly disallowed, be returned by the court to the SMCL administrator.

(8) The SMCL administrator is not personally liable for costs incurred by any person in respect of an application under this Rule unless the court otherwise orders.

Withdrawal or variation of proof

55.  A creditor’s proof may at any time, by agreement between the creditor and the SMCL administrator, be withdrawn or varied as to the amount claimed.

Exclusion of proof by the court

56.—(1) The court may exclude a proof or reduce the amount claimed—

(a) on the SMCL administrator’s application, where the SMCL administrator thinks that the proof has been improperly admitted, or ought to be reduced; or

(b) on the application of a creditor, if the SMCL administrator declines to interfere in the matter.

(2) Where application is made to the court under this Rule, the court must fix a venue for the application to be heard, notice of which must be sent by the applicant—

(a) in the case of an application by the SMCL administrator, to the creditor who submitted the proof; and

(b) in the case of an application by a creditor, to the SMCL administrator and to the creditor who submitted the proof (if that creditor is not the applicant).

CHAPTER 2 Quantification of claims

Estimate of value of debt

57.—(1) The SMCL administrator must estimate the value of any debt which, by reason of its being subject to any contingency or for any other reason, does not have a certain value; and the SMCL administrator may revise any estimate previously made, if the SMCL administrator thinks fit by reference to any change of circumstances or to information becoming available.

(2) The SMCL administrator must inform the creditor as to the estimate under paragraph (1) and any revision of it.

(3) Where the value of a debt is estimated under this Rule, the amount provable in the SMCL administration in the case of that debt is that of the estimate for the time being.

Discounts

58.  There must in every case be deducted from the claim all trade and other discounts which would have been available to the SMCL but for its SMCL administration except any discount for immediate, early or cash settlement.

Mutual credits and set off

59.—(1) This Rule applies where the SMCL administrator has delivered a notice under Rule 73 (notice of a proposed distribution).

(2) In this Rule “mutual dealings” means mutual credits, mutual debts or other mutual dealings between the SMCL and a creditor proving or claiming to prove for a debt in the SMCL administration but does not include—

(a) any debt arising out of an obligation incurred after the SMCL entered SMCL administration;

(b) any debt arising out of an obligation incurred at a time when the creditor had notice that—

(i) an application under section 161 of the 2004 Act (permission to pass resolution for voluntary winding up) was pending;

(ii) a petition for the winding up of the SMCL was pending;

(iii) an application for an administration order under the 1986 Act was pending;

(iv) an application for an SMCL administration order was pending; or

(v) any person had given notice of intention to appoint an administrator under the 1986 Act;

(c) any debt which has been acquired by a creditor by assignment or otherwise, pursuant to an agreement between the creditor and any other party where that agreement was entered into—

(i) at a time when the creditor had notice that an application under section 161 of the 2004 Act was pending;

(ii) at a time when the creditor had notice that a petition for the winding up of the SMCL was pending;

(iii) at a time when the creditor had notice that an application for an administration order under the 1986 Act was pending;

(iv) at a time when the creditor had notice that an application for an SMCL administration order was pending;

(v) at a time when the creditor had notice that any person had given notice of intention to appoint an administrator under the 1986 Act; or

(vi) after the SMCL entered SMCL administration.

(3) An account must be taken as at the date of the notice referred to in paragraph (1) of what is due from each party to the other in respect of the mutual dealings and the sums due from one party must be set off against the sums due from the other.

(4) A sum must be treated as being due to or from the SMCL for the purposes of paragraph (3) whether—

(a) it is payable at present or in the future;

(b) the obligation by virtue of which it is payable is certain or contingent; or

(c) its amount is fixed or liquidated, or is capable of being ascertained by fixed rules or as a matter of opinion.

(5) Rule 57 applies for the purposes of this Rule to any obligation to or from the SMCL which, by virtue of its being subject to any contingency or for any other reason, does not bear a certain value.

(6) Rules 60 to 62 apply for the purposes of this Rule in relation to any sums due to the SMCL which—

(a) are payable in a currency other than sterling;

(b) are of a periodical nature; or

(c) bear interest.

(7) Rule 86 applies for the purposes of this Rule to any sum due to or from the SMCL which is payable in the future.

(8) Only the balance (if any) of the account owed to the creditor is provable in the SMCL administration.

(9) Alternatively the balance (if any) owed to the SMCL must be paid to the SMCL administrator as part of the assets except where all or part of the balance results from a contingent or prospective debt owed by the creditor and in such a case the balance (or that part of it which results from the contingent or prospective debt) must be paid if and when the debt becomes due and payable.

(10) In this Rule “obligation” means an obligation however arising, whether by virtue of an agreement, rule of law or otherwise.

Debt in foreign currency

60.—(1) A proof for a debt incurred or payable in a currency other than sterling must state the amount of the debt in that currency.

(2) The SMCL administrator must convert all such debts into sterling at a single rate for each currency determined by the SMCL administrator by reference to the exchange rates prevailing on the date on which the SMCL entered SMCL administration.

(3) On the next occasion when the SMCL administrator communicates with the creditors the SMCL administrator must advise them of any rate so determined.

(4) A creditor who considers that the rate determined by the SMCL administrator is unreasonable may apply to the court.

(5) If on hearing the application the court finds that the rate is unreasonable it may itself determine the rate.

Payments of a periodical nature

61.—(1) In the case of rent and other payments of a periodical nature, the creditor may prove for any amounts due and unpaid up to the date on which the SMCL entered SMCL administration.

(2) Where at that date any payment was accruing due, the creditor may prove for so much as would have been due at that date, if accruing from day to day.

Interest

62.—(1) Where a debt proved in the SMCL administration bears interest, that interest is provable as part of the debt except in so far as it is payable in respect of any period after the relevant date.

(2) In the circumstances set out in this Rule, the creditor’s claim may include interest on the debt for periods before the relevant date although not previously reserved or agreed.

(3) If the debt is due by virtue of a written instrument, and payable at a certain time, interest may be claimed for the period from that time to the relevant date.

(4) If the debt is due otherwise, interest may only be claimed if, before the relevant date, demand for payment of the debt was made in writing by or on behalf of the creditor, and notice was given that interest would be payable from the date of the demand to the date of payment.

(5) Interest under paragraph (4) may only be claimed for the period from the date of the demand to the relevant date and, for the purposes of the 1986 Act and these Rules, must be charged at a rate not exceeding that mentioned in paragraph (6).

(6) The rate of interest to be claimed under paragraphs (3) and (4) is the rate specified in section 17 of the Judgments Act 1838(38) on the relevant date.

(7) Any surplus remaining after payment of the debts proved must, before being applied for any other purpose, be applied in paying interest on those debts in respect of the periods during which they have been outstanding since the relevant date.

(8) All interest payable under paragraph (7) ranks equally whether or not the debts on which it is payable rank equally.

(9) The rate of interest payable under paragraph (7) is whichever is the greater of the rate specified under paragraph (6) and the rate applicable to the debt apart from the SMCL administration.

(10) In this Rule, “relevant date” means the date on which the SMCL entered SMCL administration.

Debt payable at future time

63.  A creditor may prove for a debt of which payment was not yet due on the date when the SMCL entered SMCL administration, subject to Rule 86 (adjustment of dividend where payment made before time).

Voluntary surrender of security

64.  A creditor who voluntarily surrenders a security may prove for the whole of the creditor’s debt as if it were unsecured.

Value of security

65.—(1) A secured creditor may, with the agreement of the SMCL administrator or the permission of the court, at any time alter the value which the secured creditor’s proof puts upon the secured creditor’s security.

(2) However, if a secured creditor has voted in respect of the unsecured balance of the secured creditor’s debt the secured creditor may re-value the secured creditor’s security only with permission of the court.

Surrender for non-disclosure

66.—(1) If a secured creditor fails to disclose a security in the secured creditor’s proof, the secured creditor must surrender that security for the general benefit of creditors, unless the court, on application by the secured creditor, relieves the secured creditor from the effect of this Rule on the grounds that the omission was inadvertent or the result of honest mistake.

(2) If the court grants that relief, it may require or allow the creditor’s proof to be amended, on such terms as may be just.

(3) Nothing in this Rule or the following two Rules affects the rights in rem of creditors or third parties in respect of tangible or intangible, moveable or immoveable assets (including both specific assets and collections of indefinite assets as a whole which change from time to time) belonging to the debtor that are situated outside the United Kingdom.

Redemption by SMCL administrator

67.—(1) The SMCL administrator may at any time deliver a notice to a creditor whose debt is secured that the SMCL administrator proposes, at the expiration of 28 days from the date of the notice, to redeem the security at the value put upon it in the creditor’s proof.

(2) The creditor then has 21 days (or such longer period as the SMCL administrator may allow) in which, if the creditor so wishes, to alter the value of the creditor’s security in accordance with Rule 65.

(3) If the creditor alters the value of the security in accordance with Rule 65, the SMCL administrator may only redeem at the new value.

(4) If the SMCL administrator redeems the security, the cost of transferring it is payable out of the assets of the SMCL.

(5) A secured creditor may at any time deliver a notice to the SMCL administrator requiring the SMCL administrator to elect whether or not to redeem the security at the value then placed on it; and the SMCL administrator then has three months in which to redeem the security or elect not to redeem the security.

Test of security’s value

68.—(1) If the SMCL administrator is dissatisfied with the value which a secured creditor puts on the creditor’s security (whether in the creditor’s proof or by way of revaluation under Rule 65), the SMCL administrator may require any property comprised in the security to be offered for sale.

(2) The terms of the sale must be such as may be agreed between the SMCL administrator and the secured creditor, or as the court may direct; and if the sale is by auction, the SMCL administrator on behalf of the SMCL, and the creditor on the creditor’s own behalf, may appear and bid.

(3) This Rule does not apply if the value of the security has been altered with the court’s permission.

Realisation of security by creditor

69.  If a creditor who has valued the creditor’s security subsequently realises it (whether or not at the instance of the SMCL administrator)—

(a) the net amount realised must be treated in all respects (including in relation to any valuation in a proof) as an amended valuation made by the creditor; and

(b) the creditor may prove for the balance of the creditor’s debt.

CHAPTER 3 Distributions

Distribution to creditors generally

70.—(1) This Chapter applies where the SMCL administrator makes, or proposes to make, a distribution to any class of creditors other than secured creditors.

(2) Where the distribution is to a particular class of creditors, a reference in this Chapter to creditors is, in so far as the context requires, a reference to that class of creditors only.

Debts of insolvent SMCL to rank equally

71.  Debts other than preferential debts rank equally between themselves in the SMCL administration and, after the preferential debts, must be paid in full unless the assets are insufficient for meeting them, in which case they abate in equal proportions between themselves.

Supplementary provisions as to dividend

72.—(1) In the calculation and distribution of a dividend the SMCL administrator must make provision for—

(a) any debts which appear to the SMCL administrator to be due to persons who, by reason of the distance of their place of residence, may not have had sufficient time to tender and establish their proofs;

(b) any debts which are the subject of claims which have not yet been determined; and

(c) disputed proofs and claims.

(2) A creditor who has not proved the creditor’s debt before the declaration of any dividend is not entitled to disturb, by reason that the creditor has not participated in it, the distribution of that dividend or any other dividend declared before the creditor’s debt was proved, but—

(a) when the creditor has proved that debt the creditor is entitled to be paid, out of any money for the time being available for the payment of any further dividend, any dividend which the creditor has failed to receive; and

(b) any dividend payable under sub-paragraph (a) must be paid before the money is applied to the payment of any such further dividend.

(3) No action lies against the SMCL administrator for a dividend, but if the SMCL administrator refuses to pay a dividend the court may, if it thinks just, order the SMCL administrator to pay it and also to pay, out of the SMCL administrator’s own money—

(a) interest on the dividend, at the rate for the time being specified in section 17 of the Judgments Act 1838, from the time when it was withheld; and

(b) the costs of the proceedings in which the order to pay is made.

Notice of proposed distribution

73.—(1) Where the SMCL administrator is proposing to make a distribution to creditors or declare a dividend the SMCL administrator must give notice of the fact.

(2) The notice given pursuant to paragraph (1) must—

(a) be delivered to all creditors whose addresses are known to the SMCL administrator;

(b) state whether the proposed distribution or dividend is—

(i) to preferential creditors; or

(ii) preferential creditors and unsecured creditors;

(c) state that it is the intention of the SMCL administrator to make a distribution to creditors or declare a dividend (as the case may be) within the period of two months from the last date for proving;

(d) specify whether the proposed distribution or dividend is interim or final;

(e) specify a date up to which proofs must be delivered being a date which—

(i) is the same date for all creditors; and

(ii) is not less than 21 days from that of the notice;

(f) specify the place to which proofs must be delivered;

(g) include the additional information required by Rule 74 where the SMCL administrator intends to treat a small debt as proved for the purposes of paying a dividend; and

(h) where the SMCL administrator proposes to declare a dividend to unsecured creditors, state the value of the prescribed part, except where the court has made an order under section 176A(5) of the 1986 Act.

(3) Subject to paragraph (4)(b), a copy of the notice—

(a) must be gazetted; and

(b) may be advertised in such other manner as the SMCL administrator thinks fit.

(4) Where the proposed dividend is only to preferential creditors—

(a) the notice need only be delivered to those creditors in whose cases the SMCL administrator has reason to believe that their debts are preferential; and

(b) the notice need only be gazetted if the SMCL administrator thinks fit.

Further contents of notice to creditors owed small debts etc.

74.—(1) The SMCL administrator may treat a debt, which is a small debt according to the accounting records or the statement of affairs of the SMCL, as if it were proved for the purposes of paying a dividend.

(2) Where the SMCL administrator intends to treat such a debt as if it were proved, the notice delivered under Rule 73 must also—

(a) state the amount of the debt which the SMCL administrator believes to be owed to the creditor according to the accounting records or statement of affairs of the SMCL;

(b) state that the SMCL administrator will treat the debt which is stated in the notice, being for £1,000 or less, as proved for the purposes of paying a dividend unless the creditor advises the SMCL administrator that the amount of the debt is incorrect or that no debt is owed;

(c) require the creditor to notify the SMCL administrator by the last date for proving if the amount of the debt is incorrect or if no debt is owed; and

(d) inform the creditor that where the creditor advises the SMCL administrator that the amount of the debt is incorrect the creditor must also submit a proof to receive a dividend.

(3) The information required by paragraph (2)(a) may take the form of a list of small debts which the SMCL administrator intends to treat as proved which includes the debt owed to the particular creditor to whom the notice is being delivered.

Sole or final dividend

75.—(1) Where it is intended that the distribution is to be a sole or final dividend, the SMCL administrator must, after the last date for proving set out in the notice under Rule 73—

(a) pay any sums payable in accordance with the provisions of paragraph 99 of Schedule B1 to the 1986 Act;

(b) pay any sums (including any debts or liabilities and the SMCL administrator’s own remuneration and expenses) which would, if the SMCL administrator were to cease to be the SMCL administrator of the SMCL, be payable out of the property of which the SMCL administrator had custody or control in accordance with the provisions of paragraph 99 of Schedule B1 to the 1986 Act; and

(c) declare and distribute that dividend without regard to the claim of any person in respect of a debt not already proved.

(2) The reference in paragraph (1)(c) to debts that have not been proved does not include small debts treated as proved by the SMCL administrator.

(3) The court may, on the application of any person, postpone the date specified in the notice as the last date for proving.

Admission or rejection of proofs following last date for proving

76.—(1) Unless the SMCL administrator has already dealt with them, the SMCL administrator must within five business days of the last date for proving set out in the notice under Rule 73—

(a) admit or reject (in whole or in part) proofs delivered to the SMCL administrator; or

(b) make such provision in respect of them as the SMCL administrator thinks fit.

(2) The SMCL administrator is not obliged to deal with a proof delivered after the last date for proving, but may do so, if the SMCL administrator thinks fit.

(3) In the declaration of a dividend a payment must not be made more than once in respect of the same debt.

Postponement or cancellation of dividend

77.  The SMCL administrator may postpone or cancel a dividend, if in the period of two months referred to in Rule 73(2)(c) an application is made to the court for the SMCL administrator’s decision on a proof to be reversed or varied, or for a proof to be excluded, or for a reduction of the amount claimed.

Declaration of dividend

78.—(1) Subject to Rule 77 and paragraph (2), within the two month period referred to in Rule 73(2)(c), the SMCL administrator must proceed to declare the dividend of which the SMCL administrator gave notice.

(2) Except with the permission of the court, the SMCL administrator must not declare a dividend so long as there is pending any application to the court to reverse or vary a decision of the SMCL administrator’s on a proof, or to exclude a proof or to reduce the amount claimed.

(3) If the court gives permission under paragraph (2), the SMCL administrator must make such provision in respect of the proof in question as the court directs.

Notice of declaration of a dividend

79.—(1) Where the SMCL administrator declares a dividend the SMCL administrator must deliver notice of that fact to all creditors who have proved their debts.

(2) The notice must include the following particulars relating to the SMCL administration—

(a) amounts raised from the sale of assets, indicating (so far as is practicable) amounts raised by the sale of particular assets;

(b) payments made by the SMCL administrator when acting as such;

(c) where the SMCL administrator proposed to make a distribution to unsecured creditors, the value of the prescribed part, except where the court has made an order under section 176A(5) of the 1986 Act;

(d) provision (if any) made for unsettled claims, and funds (if any) retained for particular purposes;

(e) the total amount to be distributed and the rate of dividend; and

(f) whether, and if so when, any further dividend is expected to be declared.

Payments of dividends and related matters

80.—(1) The dividend may be distributed simultaneously with the notice declaring it.

(2) Payment of the dividend may be made by post, or arrangements may be made with any creditor for it to be paid to the creditor in another way, or held for the creditor’s collection.

Notice of no dividend, or no further dividend

81.  If the SMCL administrator delivers notice to creditors that the SMCL administrator is unable to declare any dividend or (as the case may be) any further dividend, the notice must contain a statement to the effect either—

(a) that no funds have been realised; or

(b) that the funds realised have already been distributed or used or allocated for paying the expenses of SMCL administration.

Proof altered after payment of dividend

82.—(1) If after payment of dividend the amount claimed by a creditor in the creditor’s proof is increased, the creditor is not entitled to disturb the distribution of the dividend; but the creditor is entitled to be paid, out of any money for the time being available for the payment of any further dividend, any dividend which the creditor has failed to receive.

(2) Any dividend payable under paragraph (1) must be paid before the money there referred to is applied to the payment of any such further dividend.

(3) If, after a creditor’s proof has been admitted, the proof is withdrawn or excluded, or the amount is reduced, the creditor is liable to repay to the SMCL administrator, for the credit of the SMCL administration, any amount overpaid by way of dividend.

Secured creditors

83.—(1) The following applies where a creditor alters the value of the creditor’s security at a time when a dividend has been declared.

(2) If the alteration results in a reduction of the creditor’s unsecured claim ranking for dividend, the creditor must as soon as reasonably practicable repay to the SMCL administrator, for the credit of the SMCL administration, any amount received by the creditor as dividend in excess of that to which the creditor would be entitled having regard to the alteration of the value of the security.

(3) If the alteration results in an increase of the creditor’s unsecured claim, the creditor is entitled to receive from the SMCL administrator, out of any money for the time being available for the payment of a further dividend, before any such further dividend is paid, any dividend which the creditor has failed to receive, having regard to the alteration of the value of the security.

(4) However, the creditor is not entitled to disturb any dividend declared (whether or not distributed) before the date of the alteration.

Disqualification from dividend

84.  If a creditor contravenes any provision of the 1986 Act or these Rules relating to the valuation of securities, the court may, on the application of the SMCL administrator, order that the creditor be wholly or partly disqualified from participation in any dividend.

Assignment of right to dividend

85.—(1) If a person entitled to a dividend (“the entitled person”) delivers notice to the SMCL administrator that the entitled person wishes the dividend to be paid to another person, or that the entitled person has assigned the entitlement to another person, the SMCL administrator must pay the dividend to that other person accordingly.

(2) A notice delivered under this Rule must specify the name and address of the person to whom payment is to be made.

Adjustment where dividend paid before time

86.—(1) Where a creditor has proved for a debt of which payment is not due at the date of the declaration of a dividend, the creditor is entitled to the dividend equally with other creditors, but subject as follows.

(2) For the purpose of dividend (and no other purpose), the amount of the creditor’s admitted proof (or, if a distribution has previously been made to the creditor, the amount remaining outstanding in respect of the creditor’s admitted proof) is to be reduced by applying the following formula—

where—

(a)

“x” is the value of the admitted proof; and

(b)

“n” is the period beginning with the date on which the SMCL entered SMCL administration and ending with the date on which the payment of the creditor’s debt would otherwise be due expressed in years (part of a year being expressed as a decimal fraction of a year).

Division of unsold assets

87.—(1) The SMCL administrator may, with the permission of the creditors, divide in its existing form amongst the SMCL’s creditors, according to its estimated value, any property which from its peculiar nature or other special circumstances cannot be readily or advantageously sold.

(2) The SMCL administrator must—

(a) in the receipts and payments account included in the progress report under Rule 26, state the estimated value of the property divided amongst the creditors of the SMCL during the period to which the report relates; and

(b) as a note to the account, provide details of the basis of the valuation.

PART 8 The SMCL administrator

Fixing of remuneration

88.—(1) The SMCL administrator is entitled to receive remuneration for services as SMCL administrator.

(2) The remuneration must be fixed by reference to the time properly given by the SMCL administrator and the SMCL administrator’s staff in attending to matters arising in the SMCL administration.

(3) The SMCL administrator must make an application to court for the remuneration to be fixed by the court.

(4) The SMCL administrator must deliver at least 14 days’ notice of the SMCL administrator’s application to the following, who may appear or be represented—

(a) the Secretary of State;

(b) GEMA; and

(c) the creditors of the SMCL.

(5) In fixing the remuneration, the court must have regard to the following matters—

(a) the complexity (or otherwise) of the case;

(b) any respects in which, in connection with the SMCL’s affairs, there falls on the SMCL administrator any responsibility of an exceptional kind or degree;

(c) the effectiveness with which the SMCL administrator appears to be carrying out, or to have carried out, the SMCL administrator’s duties as such; and

(d) the value and nature of the property with which the SMCL administrator has to deal.

(6) Where there are joint SMCL administrators, it is for them to agree between themselves how the remuneration payable should be apportioned; and any dispute arising between them may be referred to the court for settlement by order.

(7) If the SMCL administrator is a solicitor and employs the SMCL administrator’s own firm, or any partner in it, to act on behalf of the SMCL, profit costs must not be paid unless this is authorised by the court.

Remuneration of new SMCL administrator

89.  If a new SMCL administrator is appointed in place of another, any court order in effect under Rule 88 immediately before the former SMCL administrator ceased to hold office continues to apply in respect of the remuneration of the new SMCL administrator until a further court order is made in accordance with those provisions.

PART 9 Ending SMCL administration

Final progress reports

90.  In this Part—

“final progress report” means a progress report which includes a summary of—

(a)

the SMCL administrator’s proposals;

(b)

any major amendments to, or deviations from, those proposals;

(c)

the steps taken during the SMCL administration; and

(d)

the outcome; and

“progress report” means a report which complies with Rule 26.

Application to court

91.—(1) An application to court under paragraph 79 of Schedule B1 to the 1986 Act(39) for an order ending an SMCL administration must have attached to it—

(a) a progress report for the period since—

(i) the last progress report (if any), or

(ii) if there has been no previous progress report, the date on which the SMCL entered SMCL administration; and

(b) a statement indicating what the applicant thinks should be the next steps for the SMCL (if applicable).

(2) Where such an application is made, the applicant must—

(a) at least five business days before the application is made, deliver notice of the applicant’s intention to apply to court to—

(i) the person who made the application for the SMCL administration order (unless the applicant in both cases is the same); and

(ii) the creditors of the SMCL; and

(b) attach to the application to court a statement that notice has been delivered to the creditors, and copies of any response from creditors to that notice.

(3) Where such an application is made other than by the SMCL administrator—

(a) the applicant must also, at least five business days before the application is made, deliver notice to the SMCL administrator of the applicant’s intention to apply to court; and

(b) upon receipt of such notice the SMCL administrator must, before the end of the five business day notice period, provide the applicant with a progress report for the period since the last progress report (if any) or the date the SMCL entered SMCL administration.

(4) Where the application is made other than by the Secretary of State, the application must also state that it is made with the consent of the Secretary of State.

(5) Where the SMCL administrator applies to court under paragraph 79 of Schedule B1 to the 1986 Act in conjunction with a petition under section 124 of the 1986 Act(40) for an order to wind up the SMCL, the notice to creditors under paragraph (2)(a)(ii) must also state whether the SMCL administrator intends to seek appointment as liquidator.

Notification by SMCL administrator of court order

92.—(1) Where the court makes an order to end the SMCL administration, it must, where the applicant is not the SMCL administrator, deliver a copy of the order to the SMCL administrator.

(2) The SMCL administrator must as soon as reasonably practicable deliver a copy of the order and a copy of the final progress report to—

(a) the registrar of companies;

(b) the directors of the SMCL; and

(c) the Secretary of State, GEMA and all those persons to whom notice of the SMCL administrator’s appointment was delivered.

Moving from SMCL administration to creditors’ voluntary liquidation

93.—(1) Where, for the purposes of paragraph 83(3) of Schedule B1 to the 1986 Act, the SMCL administrator delivers to the registrar of companies a notice of moving from SMCL administration to creditors’ voluntary liquidation, the notice must include the name and IP number of the proposed liquidator.

(2) The notice to the registrar of companies must be accompanied by a copy of the SMCL administrator’s final progress report (which must include details of the assets to be dealt with in the liquidation).

(3) As soon as reasonably practicable after delivery of the notice to the registrar of companies, the SMCL administrator must deliver—

(a) a copy of the notice and final progress report to the Secretary of State, GEMA and all those persons to whom notice of the SMCL administrator’s appointment was delivered; and

(b) a copy of the final progress report with any other copy of the notice that is sent as required by paragraph 83(5)(b) of Schedule B1 to the 1986 Act.

(4) For the purposes of paragraph 83(7)(a) of Schedule B1 to the 1986 Act, a person is nominated as liquidator in accordance with Rules 21(7) or 25(3)(e) and that person’s appointment takes effect following registration under paragraph (1) of this Rule—

(a) by virtue of the SMCL administrator’s proposals or revised proposals; or

(b) where a creditors’ meeting is held in accordance with Rule 30, as a consequence of such a meeting.

(5) GEMA must notify the Secretary of State before consenting to the SMCL administrator delivering a notice of moving from SMCL administration to creditors’ voluntary liquidation to the registrar of companies.

Moving from SMCL administration to dissolution

94.—(1) Where, for the purposes of paragraph 84(1) of Schedule B1 to the 1986 Act(41), the SMCL administrator delivers to the registrar of companies a notice of moving from SMCL administration to dissolution, the SMCL administrator must attach to that notice a final progress report.

(2) As soon as reasonably practicable after delivering the notice to the registrar of companies, the SMCL administrator must deliver—

(a) a copy of the notice and final progress report to the Secretary of State, GEMA and all those persons to whom notice of the SMCL administrator’s appointment was delivered; and

(b) a copy of the final progress report with any other copy of the notice that is sent as required by paragraph 84(5)(b) of Schedule B1 to the 1986 Act.

(3) Where a court makes an order under paragraph 84(7) of Schedule B1 to the 1986 Act—

(a) it must, where the applicant is not the SMCL administrator, deliver a copy of the order to the SMCL administrator; and

(b) the SMCL administrator must deliver a copy of the order to the registrar of companies with the notice required by paragraph 84(8) of Schedule B1 to the 1986 Act.

(4) GEMA must notify the Secretary of State before directing the SMCL administrator to deliver a notice of moving from SMCL administration to dissolution to the registrar of companies.

Provision of information to the Secretary of State

95.  Where the SMCL administration ends pursuant to paragraph 79, 83 or 84 of Schedule B1 to the 1986 Act, the SMCL administrator must, at the same time as delivering the final progress report to the Secretary of State under Rule 92(2), 93(3) or 94(2), provide the Secretary of State with the following information—

(a) a breakdown of the relevant debts (within the meaning of section 7(4) of the 2018 Act) of the SMCL which remain outstanding; and

(b) details of any shortfall (within the meaning of section 7(3)(a) of the 2018 Act) in the property of the SMCL available for meeting those relevant debts.

PART 10 Replacing the SMCL administrator

Grounds for resignation

96.—(1) The SMCL administrator may give notice of resignation—

(a) on the grounds of ill health;

(b) because the SMCL administrator intends ceasing to be in practice as an insolvency practitioner; or

(c) because there is some conflict of interest, or a change in personal circumstances, which prevents or makes impracticable the further discharge by the SMCL administrator of the duties of SMCL administrator.

(2) The SMCL administrator may, with the permission of the court, give notice of the SMCL administrator’s resignation on grounds other than those specified in paragraph (1).

Notice of intention to resign

97.—(1) The SMCL administrator must give at least five business days’ notice of the SMCL administrator’s intention—

(a) to resign in a case falling within Rule 96(1); or

(b) to apply for the court’s permission to resign in a case falling within Rule 96(2).

(2) The notice must be delivered—

(a) to the Secretary of State;

(b) to GEMA;

(c) if there is a continuing SMCL administrator of the SMCL, to that continuing SMCL administrator; and

(d) if there is no such SMCL administrator, to the SMCL and its creditors, including any floating charge holders.

(3) The notice must—

(a) be headed “Notice of intention to resign as SMCL administrator”; and

(b) include immediately below the heading—

(i) the full name, registered address, registered number and any other trading names of the SMCL; and

(ii) details of the court where the proceedings are and the relevant court reference number.

(4) The notice must also include—

(a) the date of the appointment of the SMCL administrator;

(b) the name of the person who made the SMCL administration application; and

(c) the date with effect from which the SMCL administrator intends to resign; or the date on which the SMCL administrator intends to file with the court an application for permission to resign.

(5) The notice must be accompanied by a summary of the SMCL administrator’s receipts and payments.

Notice of resignation

98.—(1) Notice of resignation under paragraph 87(2) of Schedule B1 to the 1986 Act must be given by filing the notice with the court.

(2) Within five business days of filing the notice of resignation with the court, the SMCL administrator must deliver a copy of the notice to—

(a) the registrar of companies; and

(b) all persons to whom notice of intention to resign was delivered under Rule 97.

(3) The notice of resignation must—

(a) be headed “Notice of resignation by SMCL administrator”; and

(b) include immediately below the heading—

(i) the full name, registered address, registered number and any other trading names of the SMCL; and

(ii) details of the court where the proceedings are and the relevant court reference number.

(4) The notice must also state—

(a) the date of the appointment of the SMCL administrator;

(b) the name of the person who made the SMCL administration application;

(c) the date from which the resignation is to have effect; and

(d) where the resignation is with the permission of the court, the date on which permission was given.

Application to court to remove SMCL administrator from office

99.—(1) An application for an order under paragraph 88 of Schedule B1 to the 1986 Act that the SMCL administrator be removed from office must state the grounds on which the order is requested.

(2) A copy of the application must be delivered, not less than five business days before the date fixed for the hearing—

(a) to the SMCL administrator;

(b) to the Secretary of State;

(c) to GEMA;

(d) to the joint SMCL administrator (if any); and

(e) where there is not a joint SMCL administrator, to the SMCL and its creditors, including any floating charge holders.

(3) Where the court makes an order removing the SMCL administrator it must deliver a copy of the order to the applicant.

(4) Following receipt of a copy of the order, the applicant must deliver a copy of the order—

(a) as soon as reasonably practicable, to the SMCL administrator; and

(b) within five business days, to—

(i) the registrar of companies; and

(ii) all persons to whom a copy of the application was delivered under paragraph (2).

Notice of vacation of office when SMCL administrator ceases to be qualified to act

100.  An SMCL administrator who has ceased to be qualified to act as an insolvency practitioner in relation to the SMCL and gives notice in accordance with paragraph 89 of Schedule B1 to the 1986 Act must also deliver notice to—

(a) the Secretary of State;

(b) GEMA; and

(c) the registrar of companies.

SMCL administrator deceased

101.—(1) If the SMCL administrator dies, a notice of the fact and date of death must be filed with the court.

(2) The notice must be filed as soon as reasonably practicable by one of the following—

(a) a surviving SMCL administrator;

(b) a member of the deceased SMCL administrator’s firm (if the deceased was a member or employee of a firm);

(c) an officer of the deceased SMCL administrator’s company (if the deceased was an officer or employee of a company);

(d) a personal representative of the deceased SMCL administrator.

(3) If such a notice has not been filed within the 21 days following the SMCL administrator’s death then any other person may file the notice.

(4) The person who files the notice must also deliver a notice to the registrar of companies which contains—

(a) the date of the appointment of the SMCL administrator; and

(b) the fact and date of death.

Application to replace

102.—(1) Where an application is made to court under paragraph 91(1) of Schedule B1 to the 1986 Act to appoint a replacement SMCL administrator, the application must be accompanied by a statement in accordance with Rule 6 by the person proposed to be the replacement SMCL administrator.

(2) In addition to those persons referred to in section 156(2) of the 2004 Act and Rule 9(3), the applicant must deliver a copy of the application to the person who made the application for the SMCL administration order.

(3) Rule 171 applies to the service of an application under paragraph 91(1) of Schedule B1 to the 1986 Act as it applies to service of an application for an SMCL administration order.

(4) Rules 11 and 12 apply to an application under paragraph 91(1) of Schedule B1 to the 1986 Act as they apply to an application for an SMCL administration order.

Appointment of replacement or additional SMCL administrator

103.  Where a replacement SMCL administrator is appointed or an additional SMCL administrator is appointed as a joint SMCL administrator—

(a) Rule 13 applies;

(b) the replacement or additional SMCL administrator must deliver notice of the appointment to the registrar of companies; and

(c) all documents must clearly identify the appointment as of a replacement SMCL administrator or an additional SMCL administrator appointed as a joint SMCL administrator.

SMCL administrator’s duties on vacating office

104.—(1) An SMCL administrator who ceases to be in office as such, in consequence of removal, resignation or ceasing to be qualified to act as an insolvency practitioner, must as soon as reasonably practicable deliver to the person succeeding as SMCL administrator—

(a) the assets (after deduction of any expenses properly incurred and distributions made by the departing SMCL administrator);

(b) the records of the SMCL administration, including correspondence, proofs and other documents relating to the SMCL administration while it was within the responsibility of the departing SMCL administrator; and

(c) the SMCL’s books, papers and other records.

(2) It is an offence for the SMCL administrator to fail to comply with this Rule.

PART 11 Court procedure and practice

CHAPTER 1 Applications

Preliminary

105.  This Chapter applies to any application made to the court in SMCL administration proceedings, except an application for an SMCL administration order.

Contents of application

106.—(1) Each application must state—

(a) that the application is made under the 1986 Act or these Rules (as applicable);

(b) the section of the 1986 Act or paragraph of a Schedule to the 1986 Act or the number of the Rule under which it is made;

(c) the names of the parties;

(d) the name of the SMCL which is the subject of the SMCL administration proceedings;

(e) the court (and where applicable, the division or district registry of that court) in which the application is made;

(f) where the court has previously allocated a number to the SMCL administration proceedings within which the application is made, that number;

(g) the nature of the remedy or order applied for or the directions sought from the court;

(h) the names and addresses of the persons on whom it is intended to serve the application or that no person is intended to be served;

(i) where the 1986 Act or these Rules require that notice of the application is to be delivered to specified persons, the names and addresses of all those persons (so far as known to the applicant); and

(j) the applicant’s address for service.

(2) The application must be authenticated by the applicant if the applicant is acting in person or, when the applicant is not so acting, by or on behalf of the applicant’s solicitor.

Application under section 176A(5) of the 1986 Act to disapply section 176A of the 1986 Act

107.—(1) An application under section 176A(5) of the 1986 Act must be accompanied by a witness statement by the SMCL administrator.

(2) The witness statement must—

(a) state that the application arises in the course of an SMCL administration;

(b) contain a summary of the financial position of the SMCL; and

(c) contain the information substantiating the SMCL administrator’s view that the cost of making a distribution to unsecured creditors would be disproportionate to the benefits.

(3) An application under section 176A(5) of the 1986 Act may be made without the application being served upon or notification to any other party.

Notice of order under section 176A(5) of the 1986 Act

108.—(1) Where the court makes an order under section 176A(5) of the 1986 Act, it must as soon as reasonably practicable deliver two sealed copies of the order to the SMCL administrator.

(2) Where the court has made an order under section 176A(5) of the 1986 Act, the SMCL administrator must as soon as reasonably practicable deliver notice of the order to each creditor of whose address and claim the SMCL administrator is aware.

(3) Paragraph (2) does not apply where the court directs otherwise.

(4) The court may direct that the requirement in paragraph (2) is complied with if a notice is published by the SMCL administrator which, in addition to containing the contents required by Chapter 4 of Part 14, states that the court has made an order disapplying the requirement to set aside the prescribed part.

(5) As soon as reasonably practicable a notice under paragraph (4)—

(a) must be gazetted; and

(b) may be advertised in such other manner as the SMCL administrator thinks fit.

(6) The SMCL administrator must deliver a copy of the order to the registrar of companies as soon as reasonably practicable after the making of the order.

Filing and service of application

109.—(1) An application filed with the court in hard copy form must be accompanied by one copy and a number of additional copies equal to the number of persons who are to be served with the application.

(2) Where an application is filed with the court, the court must fix a venue for the application to be heard unless—

(a) it considers it is not appropriate to do so;

(b) the Rule under which the application is brought provides otherwise; or

(c) the case is one to which Rule 110 applies.

(3) The applicant must serve a sealed copy of the application, endorsed with the venue for the hearing, on the respondent named in the application unless the court directs or these Rules provide otherwise.

(4) The court may also give one or more of the following directions—

(a) that the application be served upon persons other than those specified by the relevant provision of the 1986 Act or these Rules;

(b) that service upon any person may be dispensed with;

(c) that such persons be notified of the application and venue in such other a way as the court specifies; or

(d) such other directions as the court sees fit.

(5) A sealed copy of the application must be served at least 14 days before the date fixed for its hearing unless—

(a) the provision of the 1986 Act or these Rules under which the application is made makes different provision; or

(b) the case is one of urgency, to which paragraph (6) applies.

(6) Where the case is one of urgency, the court may (without prejudice to its general power to extend or abridge time limits)—

(a) hear the application immediately, either with or without notice to, or the attendance of, other parties; or

(b) authorise a shorter period of service than that provided for by paragraph (5);

and any such application may be heard on terms providing for the filing or service of documents, or the carrying out of other formalities, as the court thinks just.

Hearings without notice

110.  Where the provisions of the 1986 Act or these Rules do not require service of the application on, or notice of it to be delivered to, any person, the court may—

(a) hear the application as soon as reasonably practicable without fixing a venue;

(b) fix a venue for the application to be heard in which case Rule 109 applies to the extent that it is relevant; or

(c) determine the application without a hearing,

but nothing in those provisions is to be taken as prohibiting the applicant from giving such notice if the applicant wishes to do so.

Hearing of application

111.—(1) In the High Court, the jurisdiction of the court to hear and determine an application may be exercised by an Insolvency and Companies Court Judge or district judge of the High Court (to whom any application must be made in the first instance) unless—

(a) a direction to the contrary has been given, or

(b) it is not within the judge’s power to make the order required.

(2) Where the application is made to an Insolvency and Companies Court Judge or district judge of the High Court, that judge may refer to a High Court Judge any matter which the Insolvency and Companies Court Judge or district judge of the High Court thinks should properly be decided by a High Court Judge, and the High Court Judge may either dispose of the matter or refer it back to the Insolvency and Companies Court Judge or district judge of the High Court with such directions as the High Court Judge thinks just.

(3) Nothing in this Rule precludes an application being made directly to a High Court Judge in a proper case.

Witness statements

112.—(1) Subject to Rule 113, where evidence is required by the 1986 Act or these Rules as to any matter, such evidence may be given by witness statement unless—

(a) in any specific case a Rule or the 1986 Act makes different provision; or

(b) the court otherwise directs.

(2) Unless the provisions of the 1986 Act or these Rules under which the application is made provide otherwise, or the court otherwise directs—

(a) if the applicant intends to rely at the first hearing on evidence in a witness statement, the applicant must file the witness statement with the court and serve a copy on the respondent, not less than 14 days before the date fixed for the hearing; and

(b) where a respondent to an application intends to oppose it and rely for that purpose on evidence in a witness statement, the respondent must file the witness statement with the court and serve a copy on the applicant, not less than five business days before the date fixed for the hearing.

(3) The court may, on the application of any party to the matter in question, order the attendance for cross-examination of the person making the witness statement.

(4) Where, after such an order has been made, the person in question does not attend, that person’s witness statement must not be used in evidence without the permission of the court.

Use of reports

113.—(1) A report may be filed in court by the SMCL administrator instead of a witness statement, unless the application involves other parties or the court otherwise directs.

(2) In any case where a report is filed instead of a witness statement, the report is to be treated for the purposes of Rule 112 and any hearing before the court as if it were a witness statement.

Directions; adjournment of hearings

114.—(1) The court may at any time give such directions as it thinks just as to—

(a) service or notice of the application on or to any other person;

(b) whether the application is to be served and generally the procedure on the application including whether a hearing is necessary;

(c) the matters, if any, to be dealt with in evidence; and

(d) the manner in which any evidence is to be provided and in particular as to—

(i) the taking of evidence wholly or partly by witness statement or orally;

(ii) any report to be made by the SMCL administrator; and

(iii) the cross-examination of the maker of a witness statement or of a report.

(2) The court may adjourn the hearing of an application on such terms as it thinks just.

CHAPTER 2 Enforcement procedures

Enforcement of court orders

115.  In SMCL administration proceedings, orders of the court may be enforced in the same manner as a judgment to the same effect.

Orders enforcing compliance

116.—(1) The court may, on an application by the SMCL administrator, make such orders as it thinks necessary for the enforcement of obligations falling on any person in accordance with—

(a) paragraph 47 of Schedule B1 to the 1986 Act (duty to submit statement of affairs); or

(b) section 235 of the 1986 Act (duty to co-operate with SMCL administrator).

(2) An order of the court under this Rule may provide that all costs of and incidental to the application for it are to be borne by the person against whom the order is made.

Warrant under section 236 of the 1986 Act

117.—(1) For the purpose of the issue of a warrant under section 236 of the 1986 Act(42) (inquiry into insolvent company’s dealings), the persons referred to in that section as the prescribed officer of the court are the tipstaff and the tipstaff’s assistants of the court.

(2) In this Rule, references to property include books, papers and other documents and records.

(3) When a person is arrested under a warrant issued under section 236 of the 1986 Act (“the arrested person”), the arresting officer must as soon as reasonably practicable bring the arrested person before the court issuing the warrant in order that the arrested person may be examined.

(4) If the arrested person cannot immediately be brought up for examination, the officer must deliver the arrested person into the custody of the governor of the prison named in the warrant (or where that prison is not able to accommodate the arrested person, the governor of such other prison with appropriate facilities that is able to accommodate the arrested person), who must keep the arrested person in custody and produce the arrested person before the court as it may from time to time direct.

(5) After arresting the person named in the warrant, the officer must as soon as reasonably practicable report to the court the arrest or delivery into custody (as the case may be) and apply to the court to fix a venue for the arrested person’s examination.

(6) The court must appoint the earliest practicable time for the examination, and must—

(a) direct the governor of the prison to produce the arrested person for examination at the time and place appointed; and

(b) as soon as reasonably practicable deliver notice of the venue to the SMCL administrator.

(7) Where any property in the arrested person’s possession is seized, the property must, as directed by the warrant, be—

(a) delivered to whoever is specified in the warrant as authorised to receive it, or otherwise dealt with in accordance with the directions in the warrant; or

(b) kept by the officer seizing it pending the receipt of written orders from the court as to its disposal.

CHAPTER 3 The court file

Court file

118.—(1) The court must open and maintain a file (the “court file”) in any case where documents are filed with it under the 1986 Act or these Rules.

(2) Any documents which are filed with the court under the 1986 Act or these Rules must be placed on the court file.

(3) The following persons may inspect the court file, or obtain from the court a copy of the court file, or of any document in the court file—

(a) the SMCL administrator;

(b) the Secretary of State;

(c) a creditor who provides the court with a statement confirming that the person is a creditor of the SMCL;

(d) a person who is, or at any time has been, a director or officer of the SMCL; and

(e) a person who is a member of the SMCL.

(4) A person’s right to inspect or obtain copies may be exercised on that person’s behalf by someone authorised to do so by that person.

(5) Any person who is not otherwise entitled to inspect the court file or obtain copies may do so if the court gives permission.

(6) The court may direct that the court file, a document (or part of it) or a copy of a document (or part of it) must not be made available under paragraph (3) or (4) without the permission of the court.

(7) An application for a direction under paragraph (6) may be made by—

(a) the SMCL administrator; or

(b) any person appearing to the court to have an interest.

(8) Inspection of the court file, with permission if required, may be at any reasonable time.

(9) The right to a copy of a document is subject to payment of the fee chargeable under an order made under section 92 of the Courts Act 2003(43).

(10) The following applications may be made without notice to any other party, but the court may direct that notice must be delivered to any person who would be affected by its decision—

(a) an application for permission to inspect the court file or obtain a copy of a document under paragraph (5); or

(b) an application for a direction under paragraph (6).

(11) If for the purposes of powers conferred by the 1986 Act or these Rules, the Secretary of State or the SMCL administrator requests the transmission of the court file, the court must comply with the request (unless the file is for the time being in use for the court’s own purposes).

Office copies of documents

119.—(1) The court must provide an office copy of a document from the court file to a person who has under these Rules the right to inspect the court file where that person has requested such a copy and paid the fee under Rule 118(9).

(2) A person’s right under this Rule may be exercised on that person’s behalf by someone authorised to do so by that person.

(3) An office copy provided by the court under this Rule must be in such form as the relevant judge thinks appropriate, and must bear the court’s seal.

(4) In this Rule “relevant judge” means the High Court Judge, Insolvency and Companies Court Judge or district judge of the High Court before whom the proceedings are brought.

CHAPTER 4 Costs and detailed assessment

Application of Chapter and interpretation

120.—(1) This Chapter applies to costs of and in connection with SMCL administration proceedings.

(2) In this Chapter, “costs” includes charges and expenses.

(3) CPR Parts 44 and 47(44) (which relate to costs) apply to such costs.

Requirement to assess costs by the detailed procedure

121.—(1) Where the costs of any person are payable as an expense out of the assets of the SMCL, the amount payable must be decided by detailed assessment unless agreed between the SMCL administrator and the person entitled to payment.

(2) In the absence of such agreement, the SMCL administrator may serve notice requiring the person entitled to payment to commence detailed assessment proceedings in accordance with CPR Part 47.

(3) Detailed assessment proceedings must be commenced in the court to which the SMCL administration proceedings are allocated.

(4) Where the costs of any person employed by the SMCL administrator in SMCL administration proceedings are required to be decided by detailed assessment or fixed by order of the court, the SMCL administrator may make payments on account to such person in respect of those costs provided that person undertakes in writing—

(a) to repay as soon as reasonably practicable any money which may, when detailed assessment is made, prove to have been overpaid; and

(b) to pay interest on any such sum as is mentioned in sub-paragraph (a) at the rate specified in section 17 of the Judgments Act 1838 on the date payment was made and for the period beginning with the date of payment and ending with the date of repayment.

(5) In any proceedings before the court, the court may order costs to be decided by detailed assessment.

Procedure where detailed assessment required

122.—(1) Before making a detailed assessment of the costs of any person employed in SMCL administration proceedings by the SMCL administrator, the costs officer must require a certificate of employment, which must be endorsed on the bill and authenticated by the SMCL administrator.

(2) The certificate must include—

(a) the name and address of the person employed;

(b) details of the functions to be carried out under the employment; and

(c) a note of any special terms of remuneration which have been agreed.

(3) Every person whose costs in SMCL administration proceedings are required to be decided by detailed assessment must, on being required in writing to do so by the SMCL administrator, commence detailed assessment proceedings in accordance with CPR Part 47.

(4) If that person does not commence detailed assessment proceedings within three months of being required to do so under paragraph (3), or within such further time as the court, on application, may permit, the SMCL administrator may deal with the assets of the SMCL without regard to any claim for costs by that person, whose claim is forfeited by such failure to commence proceedings.

(5) Where in any such case such a claim for costs lies additionally against an SMCL administrator in the SMCL administrator’s personal capacity, that claim is also forfeited by such failure to commence proceedings.

Costs paid otherwise than out of the assets of the SMCL

123.  Where the amount of costs is decided by detailed assessment under an order of the court directing that the costs are to be paid otherwise than out of the assets of the SMCL, the costs officer must note on the final costs certificate by whom, or the manner in which, the costs are to be paid.

Award of costs against SMCL administrator

124.  Without prejudice to any provision of the 1986 Act or these Rules by virtue of which the SMCL administrator is not in any event to be liable for costs and expenses, where an SMCL administrator is made a party to any proceedings on the application of another party to the proceedings, the SMCL administrator is not to be personally liable for the costs unless the court otherwise directs.

Application for costs

125.—(1) This Rule applies where a party to, or person affected by, SMCL administration proceedings—

(a) applies to the court for an order allowing their costs, or part of them, of or incidental to the proceedings; and

(b) that application is not made at the time of the proceedings.

(2) The applicant must serve a sealed copy of the application on the SMCL administrator.

(3) The SMCL administrator may appear on the application.

(4) No costs of or incidental to the application are to be allowed to the applicant unless the court is satisfied that the application could not have been made at the time of the proceedings.

Costs and expenses of witnesses

126.—(1) An officer of the SMCL to which the SMCL administration proceedings relate is not to receive an allowance as a witness in an examination or other proceedings before the court except as directed by the court.

(2) A person making any application in SMCL administration proceedings is not to receive an allowance as a witness for attending the hearing of the application, but the costs officer may allow that person’s expenses of travelling and subsistence.

Final costs certificate

127.—(1) A final costs certificate of the costs officer is final and conclusive as to all matters which have not been objected to in the manner provided for under the CPR.

(2) Where it is proved to the satisfaction of a costs officer that a final costs certificate has been lost or destroyed, the costs officer may issue a duplicate.

CHAPTER 5 Persons who lack capacity to manage their affairs

Introductory

128.—(1) The Rules in this Chapter apply where it appears to the court in SMCL administration proceedings that a person affected by the proceedings is unable to manage and administer that person’s own property and affairs by reason of—

(a) lacking capacity within the meaning of the Mental Capacity Act 2005(45);

(b) suffering from a physical affliction; or

(c) disability.

(2) Such a person is referred to in this Chapter as “the incapacitated person”.

Appointment of another person to act

129.—(1) The court may appoint such person as it thinks just to appear for, represent or act for the incapacitated person.

(2) The appointment may be made either generally or for the purpose of a particular application or proceeding, or for the exercise of particular rights or powers which the incapacitated person might have exercised but for the incapacitated person’s incapacity.

(3) The court may make the appointment either of its own motion or on application by—

(a) a person who has been appointed by a court in the United Kingdom or elsewhere to manage the affairs of, or to represent, the incapacitated person;

(b) any person who appears to the court to be a suitable person to make the application; or

(c) the SMCL administrator.

(4) An application under paragraph (3) may be made without notice to any other party; but the court may require such notice of the application as it thinks necessary to be delivered to the person alleged to be incapacitated, or any other person, and may adjourn the hearing of the application to enable the notice to be delivered.

Witness statement in support of application

130.  An application under Rule 129(3) must be supported by a witness statement made by a registered medical practitioner as to the mental or physical condition of the incapacitated person.

Service of notices following appointment

131.  Any notice served on, or sent to, a person appointed under Rule 129 has the same effect as if it had been served on, or sent to, the incapacitated person.

CHAPTER 6 Appeals in SMCL administration proceedings

Appeals and reviews of SMCL administration orders

132.—(1) A court which has jurisdiction in relation to SMCL administration proceedings may review, rescind or vary any order made by it in the exercise of that jurisdiction.

(2) An appeal made in the exercise of the court’s jurisdiction in relation to SMCL administration proceedings lies —

(a) from a decision of an Insolvency and Companies Court Judge or district judge of the High Court, to a High Court Judge; and

(b) from a decision of a High Court Judge, to the Civil Division of the Court of Appeal.

(3) In this Rule, “Civil Division of the Court of Appeal” means the division of the Court of Appeal established by section 3(1) of the Senior Courts Act 1981(46).

Procedure on appeal

133.—(1) An appeal against a decision at first instance may only be brought with either the permission of the court which made the decision or the permission of the court which has jurisdiction to hear the appeal.

(2) An appellant must file an appellant’s notice (within the meaning of CPR Part 52(47)) within 21 days after the date of the decision of the court that the appellant wishes to appeal.

(3) The procedure set out in CPR Part 52 applies to any appeal to which this Chapter applies.

CHAPTER 7 General

Principal court rules and practice to apply

134.—(1) The provisions of the CPR (including any related practice directions) apply to SMCL administration proceedings with any necessary modifications, except so far as disapplied by or inconsistent with these Rules.

(2) SMCL administration proceedings must be allocated to the multi-track, for which CPR Part 29(48) makes provision, and accordingly those provisions of the CPR which provide for directions questionnaires and track allocation do not apply.

(3) CPR Part 32 (evidence) applies to a false statement in a document verified by a statement of truth made under these Rules as it applies to a false statement in a document verified by a statement of truth made under CPR Part 22 (statements of truth).

Performance of functions by the Court

135.—(1) In SMCL administration proceedings, anything to be done by, to or before the court may be done by, to or before a High Court Judge, Insolvency and Companies Court Judge or district judge of the High Court.

(2) The Insolvency and Companies Court Judge or district judge of the High Court may authorise any act of a formal or administrative character which is not by statute that person’s responsibility to be carried out by the chief clerk or any other officer of the court acting on that person’s behalf, in accordance with directions given by the Lord Chancellor.

(3) The hearing of an application must be in open court unless the court directs otherwise.

Rights of audience

136.  Rights of audience in SMCL administration proceedings are the same as in insolvency proceedings.

Formal defects

137.  No SMCL administration proceedings are to be invalidated by any formal defect or any irregularity, unless the court before which objection is made considers that substantial injustice has been caused by the defect or irregularity, and that the injustice cannot be remedied by any order of the court.

Shorthand writers

138.—(1) The court may in writing nominate a person to be official shorthand writer to the court.

(2) The court may, at any time in the course of SMCL administration proceedings, appoint a shorthand writer to take down evidence of a person examined under section 236 of the 1986 Act.

(3) The remuneration of a shorthand writer appointed in SMCL administration proceedings must be paid by the party at whose instance the appointment was made, or out of the assets of the SMCL or otherwise, as the court may direct.

(4) Any question arising as to the rates of remuneration payable under this Rule must be determined by the court.

Payment into court

139.  CPR Part 37(49) (miscellaneous provisions about payment into court) applies to money lodged in court under these Rules.

Further information and disclosure

140.—(1) A party to SMCL administration proceedings may apply to the court for an order—

(a) that in accordance with CPR Part 18(50) (further information) another party—

(i) clarify a matter that is in dispute in the proceedings; or

(ii) give additional information in relation to such a matter; or

(b) for disclosure from any person in accordance with CPR Part 31 (disclosure and inspection of documents)(51), save where Rules 18 or 24 apply.

(2) An application under this Rule may be made without notice to any other party.

Court orders

141.  Notwithstanding any requirement in these Rules as to the contents of a court order, the court may make such other order or in such form as the court thinks just.

PART 12 Proxies and representation

Application and interpretation

142.—(1) This Part applies in any case where a proxy is given in relation to a meeting or proceedings under Schedule B1 to the 1986 Act or these Rules, or where a corporation authorises a person to represent it.

(2) References in this Part to “the chair” are to the chair of the meeting for which a specific proxy is given or at which a continuing proxy is exercised.

Specific and continuing proxies

143.—(1) A “proxy” is a document made by a creditor, member or contributory which directs or authorises another person (“the proxy-holder”) to act as the representative of the creditor, member or contributory at a meeting or meetings by speaking, voting, abstaining or proposing resolutions.

(2) A proxy may be either—

(a) a specific proxy which relates to a specific meeting; or

(b) a continuing proxy for the SMCL administration proceedings.

(3) A specific proxy must—

(a) direct the proxy-holder how to act at the meeting by giving specific instructions;

(b) authorise the proxy-holder to act at the meeting without specific instructions; or

(c) contain both direction and authorisation.

(4) A proxy is to be treated as a specific proxy for the meeting which is identified in the proxy unless it states that it is a continuing proxy for the SMCL administration proceedings.

(5) A continuing proxy must authorise the proxy-holder to attend, speak, vote or abstain, or to propose resolutions without giving the proxy-holder any specific instructions how to do so.

(6) A continuing proxy may be superseded by a proxy for a specific meeting or withdrawn by notice delivered to the SMCL administrator.

(7) A creditor, member or contributory may appoint more than one person to be proxy-holder but if so—

(a) their appointment is as alternates; and

(b) only one of them may act as proxy-holder at a meeting.

(8) The proxy-holder must be an individual.

Blank proxy

144.—(1) A “blank proxy” is a document which—

(a) complies with the requirements in this Rule; and

(b) when completed with the details specified in paragraph (3) will be a proxy as described in Rule 143.

(2) A blank proxy must state that the creditor, member or contributory named in the document (when completed) appoints a person who is named or identified as the proxy-holder of the creditor, member or contributory.

(3) The specified details are—

(a) the name and address of the creditor, member or contributory;

(b) either the name of the proxy-holder or the identification of the proxy-holder (e.g. the chair of the meeting);

(c) whether the proxy is—

(i) for a specific meeting which is identified in the proxy; or

(ii) a continuing proxy for the proceedings; and

(d) if the proxy is for a specific meeting, instructions as to the extent to which the proxy-holder is directed to vote in a particular way, to abstain or to propose any resolution.

(4) When it is delivered to the creditor, member or contributory, a blank proxy must not already have inserted in it the name or description of any person as proxy-holder or instructions as to how a person appointed as proxy-holder is to act.

(5) A blank proxy must have a note to the effect that the proxy may be completed with the name of the person or the chair of the meeting who is to be proxy-holder.

Use of proxies

145.—(1) A proxy for a specific meeting must be delivered to the chair before the meeting.

(2) A continuing proxy must be delivered to the SMCL administrator and may be exercised at any meeting which begins after the proxy is delivered.

(3) A proxy may be used at the resumption of the meeting after an adjournment, but if a different proxy is given for use at a resumed meeting, that proxy must be delivered to the chair before the start of the resumed meeting.

(4) Where a specific proxy directs a proxy-holder to vote for or against a resolution for the appointment of a person other than the SMCL administrator as proposed liquidator of the SMCL, the proxy-holder may, unless the proxy states otherwise, vote for or against (as the proxy-holder thinks fit) a resolution for the nomination or appointment of that person jointly with another or others.

(5) A proxy-holder may propose a resolution which is one on which the proxy-holder could vote if someone else proposed it.

(6) Where a proxy gives specific directions as to voting, this does not, unless the proxy states otherwise, prohibit the proxy-holder from exercising discretion how to vote on a resolution which is not dealt with by the proxy.

(7) The chair may require a proxy used at a meeting to be the same as or substantially similar to the blank proxy delivered for that meeting or to a blank proxy previously delivered which has been completed as a continuing proxy.

Use of proxies by the chair

146.—(1) Where a proxy appoints the chair (however described in the proxy) as proxy-holder the chair may not refuse to be the proxy-holder.

(2) Where the SMCL administrator is appointed as proxy-holder but another person acts as chair of the meeting, that other person may use the proxies as if that person were the proxy-holder.

(3) Where the chair holds a proxy which includes a requirement to vote for a particular resolution and no other person proposes that resolution—

(a) the chair must propose it unless the chair considers that there is good reason for not doing so; and

(b) if the chair does not propose it, the chair must as soon as reasonably practicable after the meeting deliver a notice of the reason why that was not done to the person making the proxy.

Right of inspection and retention of proxies

147.—(1) A person attending a meeting is entitled, immediately before or in the course of the meeting, to inspect proxies and associated documents delivered to the chair or to any other person in accordance with the notice convening the meeting.

(2) The chair must—

(a) retain the proxies used for voting at a meeting where the chair is the SMCL administrator; or

(b) deliver them as soon as reasonably practicable after the meeting to the SMCL administrator.

(3) The SMCL administrator must allow proxies so long as they remain in the SMCL administrator’s hands to be inspected at all reasonable times on any business day by—

(a) a creditor, in the case of proxies used at a meeting of creditors;

(b) a member of the SMCL or a contributory, in the case of proxies used at a meeting of the SMCL, or a meeting of contributories; or

(c) a director of the SMCL.

(4) A creditor in paragraph (3)(a) is a person who has delivered a proof in the proceedings, but does not include a person whose claim has been wholly rejected.

(5) However the right of inspection is subject to Rule 189 (confidentiality of documents- grounds for refusing inspection).

Proxy-holder with financial interest

148.—(1) A proxy-holder must not vote for a resolution which would—

(a) directly or indirectly place the proxy-holder or any associate of the proxy-holder in a position to receive any remuneration, fees or expenses from the assets of the SMCL; or

(b) fix or change the amount of or the basis of any remuneration, fees or expenses receivable by the proxy-holder or any associate of the proxy-holder out of the assets of the SMCL.

(2) However a proxy-holder may vote for such a resolution if the proxy specifically directs the proxy-holder to vote in that way.

(3) Where an SMCL administrator is appointed as proxy-holder and that proxy is used under Rule 146(2) by another person acting as chair, the SMCL administrator is deemed to be an associate of the person acting as chair.

Instrument conferring authorisation to represent corporation

149.—(1) A person authorised to represent a corporation (other than as a proxy-holder) at a meeting of creditors or contributories must produce to the chair—

(a) the instrument conferring the authority; or

(b) a copy of it certified as a true copy by—

(i) two directors;

(ii) a director and the secretary, or

(iii) a director in the presence of a witness who attests the director’s signature.

(2) The instrument conferring the authority must have been executed in accordance with section 44(1) to (3) of the Companies Act 2006 unless the instrument is the constitution of the corporation.

PART 13 Examination of persons in SMCL administration proceedings

Preliminary

150.—(1) The Rules in this Part apply to applications to the court, made by the SMCL administrator, for an order under section 236 of the 1986 Act (inquiry into company’s dealings).

(2) In this Part, the following definitions apply—

(a) the person in respect of whom an order is applied for is “the respondent”; and

(b) “section 236” means section 236 of the 1986 Act.

Contents of application

151.—(1) The application must state—

(a) the grounds on which it is made;

(b) the name of the respondent; and

(c) which one or more of the following orders is sought—

(i) for the respondent to appear before the court;

(ii) for the respondent to clarify any matter which is in dispute in the proceedings or to give additional information in relation to any such matter (if so CPR Part 18 (further information) applies to any such order);

(iii) for the respondent to submit witness statements (if so, particulars must be given of the matters to be included); or

(iv) for the respondent to produce books, papers or other records (if so, the items in question must be specified).

(2) The application may be made without notice to the respondent or any other party.

Order for examination, etc.

152.—(1) The court may, whatever the order sought in the application, make any order which it has power to make under section 236.

(2) The court, if it orders the respondent to appear before it, must specify a venue for the respondent’s appearance, which must be not less than 14 days from the date of the order.

(3) If the respondent is ordered to file with the court a witness statement, the order must specify—

(a) the matters which are to be dealt with in the respondent’s witness statement; and

(b) the time within which it is to be delivered.

(4) If the order is to produce books, papers or other records, the time and manner of compliance must be specified.

(5) The order must be served by the SMCL administrator as soon as reasonably practicable on the respondent, and it must be served personally, unless the court otherwise orders.

Procedure for examination

153.—(1) At any examination of the respondent, the SMCL administrator may attend in person, or be represented by an appropriately qualified legal representative, and may put such questions to the respondent as the court may allow.

(2) Any creditor who has provided information on which the application was made under section 236 may attend the examination with the permission of the court and may put questions to the respondent (but only through the SMCL administrator).

(3) If the respondent is ordered to clarify any matter or to give additional information, the court must direct the respondent as to the questions which the respondent is required to answer, and as to whether the respondent’s answers (if any) are to be made in a witness statement.

(4) The respondent may at the respondent’s own expense employ an appropriately qualified legal representative who may—

(a) put to the respondent such questions as the court may allow for the purpose of enabling the respondent to explain or qualify any answers given by the respondent; and

(b) make representations on the respondent’s behalf.

(5) There must be made in writing such record of the examination as the court thinks proper and such record must be read either to or by the respondent and authenticated by the respondent at a venue fixed by the court.

(6) The written record may, in any proceedings (whether under the 1986 Act or otherwise) be used as evidence against the respondent of any statement made by the respondent in the course of the respondent’s examination.

Record of examination

154.—(1) Unless the court otherwise directs, the record of questions put to the respondent, the respondent’s answers, and any witness statement delivered to the court by the respondent in compliance with an order of the court under section 236 are not to be filed with the court.

(2) The documents listed in paragraph (3) are not open to inspection without the permission of the court, except by the SMCL administrator.

(3) The documents are—

(a) the written record of the respondent’s examination;

(b) copies of questions put to the respondent or proposed to be put to the respondent and answers to questions given by the respondent;

(c) any witness statement by the respondent; and

(d) any document on the court file that shows the grounds for the application for the order.

(4) The court may from time to time give directions as to the custody and inspection of any documents to which this Rule applies, and as to the provision of copies of, or extracts from, such documents.

Cost of proceedings under section 236

155.—(1) Where the court has ordered an examination of a person under section 236, and it appears to it that the examination was made necessary because information had been unjustifiably refused by the respondent, it may order that the costs of the examination be paid by the respondent.

(2) Where the court makes an order against a person under section 237(1) or (2) of the 1986 Act (court’s enforcement powers under section 236), the costs of the application for the order may be ordered by the court to be paid by the respondent.

(3) Subject to paragraphs (1) and (2), the SMCL administrator’s costs must, unless the court otherwise orders, be paid out of the assets of the SMCL.

(4) A person summoned to attend for examination under this Part must be tendered a reasonable sum for travelling expenses incurred in connection with that person’s attendance but any other costs falling on that person are at the court’s discretion.

PART 14 Provisions of general effect

CHAPTER 1 Delivery of documents

Application of Chapter

156.—(1) Subject to paragraph (2), this Chapter applies where a document is required under the 1986 Act or these Rules to be delivered, filed, forwarded, furnished, given, sent or submitted by any person unless the 1986 Act, a Rule or an order of the court makes different provision including one requiring service of the document.

(2) This Chapter does not apply to the delivery of documents to the registrar of companies.

Personal delivery of documents

157.  A document is delivered if it is personally delivered in accordance with the rules for personal service in CPR Part 6(52).

Postal delivery of documents

158.  A document is delivered if it is sent by post in accordance with the rules for postal service in CPR Part 6 and sending by such means has effect as specified in those rules.

Delivery of documents to authorised recipients

159.  Where under the 1986 Act or these Rules a document is to be delivered to a person, it may be delivered instead to any other person authorised in writing to accept delivery on behalf of the first-mentioned person.

Delivery of documents to joint SMCL administrators

160.  Delivery of a document to one of joint SMCL administrators is to be treated as delivery to them all.

Electronic delivery of documents

161.—(1) A document is delivered if it is sent by electronic means and the following conditions apply.

(2) The conditions are that the intended recipient of the document has—

(a) given actual or deemed consent for the electronic delivery of the document;

(b) not revoked that consent before the document is sent; and

(c) provided an electronic address for the delivery of the document.

(3) Consent may relate to a specific case or generally.

(4) For the purposes of paragraph (2)(a) an intended recipient is deemed to have consented to the electronic delivery of a document by the SMCL administrator where the intended recipient and the SMCL had customarily communicated with each other by electronic means before the proceedings commenced.

(5) Unless the contrary is shown, a document is to be treated as delivered by electronic means to an electronic address where the sender can produce a copy of the electronic communication which—

(a) contains the document; and

(b) shows the time and date the communication was sent and the electronic address to which it was sent.

(6) Unless the contrary is shown, a document sent electronically is treated as delivered to the electronic address to which it is sent at 9.00 am on the next business day after it was sent.

Electronic delivery of documents to the court

162.—(1) A document may not be delivered to a court by electronic means unless this is expressly permitted by the CPR, a practice direction, or these Rules.

(2) A document delivered by electronic means is to be treated as delivered to the court at the time it is recorded by the court as having been received or otherwise as the CPR, a practice direction or these Rules provide.

Electronic delivery of notices to enforcement officers

163.  Where anything in the 1986 Act or these Rules provides for the delivery of a notice to an enforcement officer or enforcement agent, it may be delivered by electronic means to a person who has been authorised to receive such a notice on behalf of a specified enforcement officer or enforcement agent or on behalf of enforcement officers or enforcement agents generally.

Electronic delivery by SMCL administrators

164.—(1) Where an SMCL administrator delivers a document by electronic means, the document must contain, or be accompanied by, a statement that the recipient may request a hard copy of the document and a telephone number, email address and postal address that may be used to make that request.

(2) An SMCL administrator who receives such a request must deliver a hard copy of the document to the recipient free of charge within five business days of receipt of the request.

Use of website by SMCL administrator to deliver a particular document

165.—(1) This Rule applies for the purposes of section 246B of the 1986 Act(53).

(2) An SMCL administrator who is required to deliver a document to any person may (except where personal delivery is required) satisfy that requirement by delivering a notice to that person which contains—

(a) a statement that the document is available for viewing and downloading on a website;

(b) the website’s address and any password necessary to view and download the document; and

(c) a statement that the person to whom the notice is delivered may request a hard copy of the document with a telephone number, email address and postal address which may be used to make that request.

(3) An SMCL administrator who receives such a request must deliver a hard copy of the document to the recipient free of charge within five business days of receipt of the request.

(4) A document to which a notice under paragraph (2) relates must—

(a) remain available on the website until two months after the end of the SMCL administration proceedings or the discharge of the last person to hold office as SMCL administrator in those proceedings; and

(b) be in a format that enables it to be downloaded within a reasonable time of an electronic request being made for it to be downloaded.

(5) A document which is delivered to a person by means of a website in accordance with this Rule is deemed to have been delivered—

(a) when the document is first made available on the website; or

(b) when the notice under paragraph (2) is delivered to that person, if that is later.

General use of website to deliver documents

166.—(1) An SMCL administrator may deliver a notice to each person to whom a document will be required to be delivered in the SMCL administration proceedings which contains—

(a) a statement that future documents in the proceedings (other than those mentioned in paragraph (2)) will be made available for viewing and downloading on a website without notice to the recipient and that the SMCL administrator will not be obliged to deliver any such documents to the recipient of the notice unless it is requested by that person;

(b) a telephone number, email address and postal address which may be used to make a request for a hard copy of a document;

(c) a statement that the recipient of the notice may at any time request a hard copy of any or all of the following—

(i) all documents currently available for viewing on the website;

(ii) all future documents which may be made available there; and

(d) the address of the website, and any password required to view and download a relevant document from that site.

(2) A statement under paragraph (1)(a) does not apply to the following documents—

(a) a document for which personal delivery is required;

(b) a notice under Rule 73; and

(c) a document which is not delivered generally.

(3) A document is delivered generally if it is delivered to some or all of the following classes of persons—

(a) members;

(b) contributories;

(c) creditors;

(d) any class of members, contributories or creditors.

(4) An SMCL administrator who has delivered a notice under paragraph (1) is under no obligation—

(a) to notify a person to whom the notice has been delivered when a document to which the notice applies has been made available on the website; or

(b) to deliver a hard copy of such a document unless a request is received under paragraph (1)(c).

(5) An SMCL administrator who receives such a request—

(a) in respect of a document which is already available on the website must deliver a hard copy of the document to the recipient free of charge within five business days of receipt of the request; and

(b) in respect of all future documents must deliver each such document in accordance with the requirements for delivery of such a document in the 1986 Act and these Rules.

(6) A document to which a statement under paragraph (1)(a) applies must—

(a) remain available on the website until two months after the end of the SMCL administration proceedings or the discharge of the last person to hold office as SMCL administrator in those proceedings; and

(b) must be in such a format as to enable it to be downloaded within a reasonable time of an electronic request being made for it to be downloaded.

(7) A document which is delivered to a person by means of a website in accordance with this Rule, is deemed to have been delivered—

(a) when the relevant document was first made available on the website; or

(b) if later, when the notice under paragraph (1) was delivered to that person.

(8) Paragraph (7) does not apply in respect of a person who has made a request under paragraph (1)(c)(ii) for hard copies of all future documents.

Proof of delivery of documents

167.—(1) A certificate complying with this Rule is proof that a document has been duly delivered to the recipient in accordance with this Chapter unless the contrary is shown.

(2) A certificate must state the method of delivery and the date of the sending, posting or delivery (as the case may be).

(3) In the case of the SMCL administrator, the certificate must be given by—

(a) the SMCL administrator;

(b) the SMCL administrator’s solicitor; or

(c) a partner or an employee of either of them.

(4) In the case of a person other than the SMCL administrator, the certificate must be given by that person and must state—

(a) that the document was delivered by that person; or

(b) that another person (named in the certificate) was instructed to deliver it.

(5) A certificate under this Rule may be endorsed on a copy of the document to which it relates.

CHAPTER 2 Form and content of documents

Requirement for writing and form of documents

168.—(1) A notice or statement must be in writing unless the 1986 Act or these Rules provide otherwise.

(2) A document in electronic form must be capable of being—

(a) read by the recipient in electronic form; and

(b) reproduced by the recipient in hard copy form.

Authentication

169.—(1) A document in hard copy form is sufficiently authenticated if it is signed by the person sending or supplying it.

(2) A document in electronic form is sufficiently authenticated—

(a) if the identity of the sender is confirmed in a manner specified by the recipient; or

(b) where no such manner has been specified by the recipient, if the communication contains or is accompanied by a statement of the identity of the sender and the recipient has no reason to doubt the truth of that statement.

CHAPTER 3 Service of documents

Application

170.—(1) This Chapter sets out the requirements for service where a document is required to be served.

(2) Service is to be carried out in accordance with CPR Part 6 as that Part applies to either a “claim form” or a “document other than the claim form” except where this Chapter provides otherwise or the court otherwise directs.

(3) If for any reason it is impracticable to effect service as provided for in paragraph (2) then service may be effected in such other manner as the court may direct.

(4) For the purposes of the application by this Chapter of CPR Part 6—

(a) the following documents are to be treated as a “claim form”—

(i) an application commencing SMCL administration proceedings;

(ii) an application within SMCL administration proceedings against a respondent; and

(b) any other document is to be treated as a “document other than the claim form”.

(5) CPR Part 6 applies to the service of documents outside the jurisdiction with such modifications as the court may direct.

Service of SMCL administration application

171.—(1) An application to the court for an SMCL administration order must be served by delivering the documents as follows—

(a) on the SMCL at its registered office;

(b) on any other person at that person’s proper address.

(2) A person’s proper address is any which that person has previously notified as the address for service, but if the person has not notified such an address then the documents may be served at that person’s usual or last known address.

Service on joint SMCL administrators

172.  Service of a document on one of joint SMCL administrators is to be treated as service on all of them.

Service of orders staying proceedings

173.—(1) This Rule applies where the court makes an order staying an action, execution or other legal process against the property of the SMCL.

(2) The applicant must serve the order.

(3) The order may be served within the jurisdiction by serving a sealed copy at the address for service of—

(a) the claimant; or

(b) another party having the carriage of the proceedings to be stayed.

Certificate of service

174.—(1) The service of an application must be verified by a certificate of service.

(2) The certificate of service must—

(a) identify the application;

(b) specify—

(i) the name and registered number of the SMCL;

(ii) the address of the registered office of the SMCL;

(iii) the name of the applicant;

(iv) the court in which the application was made and the court reference number;

(v) the date of the application;

(vi) whether the copy served was a sealed copy;

(vii) the person served; and

(viii) the manner of service and the date of service; and

(c) be verified by a statement of truth.

(3) Where the court has directed that service be effected in a particular manner, the certificate must be accompanied by a sealed copy of the order directing such manner of service.

CHAPTER 4 Gazette notices

Contents of notices to be gazetted under the 1986 Act or these Rules

175.—(1) Where under the 1986 Act or these Rules a notice is gazetted, in addition to any content specifically required by the 1986 Act or any other provision of these Rules, the content of such a notice must be as set out in this Chapter.

(2) All notices must specify insofar as it is applicable in relation to the particular notice—

(a) the name and postal address of the SMCL administrator;

(b) the capacity in which the SMCL administrator is acting and the date of appointment;

(c) either an email address, or a telephone number, through which the SMCL administrator may be contacted;

(d) the name of any person other than the SMCL administrator (if any) who may be contacted regarding the proceedings;

(e) the SMCL administrator’s IP number;

(f) the court name and any number assigned to the proceedings by the court;

(g) the registered name of the SMCL;

(h) the SMCL’s registered number;

(i) the SMCL’s registered office;

(j) any principal trading address of the SMCL if this is different from its registered office;

(k) any name under which the SMCL was registered in the 12 months before the date on which the SMCL entered SMCL administration; and

(l) any name or style (other than the SMCL’s registered name) under which—

(i) the SMCL carried on business; and

(ii) any debt owed to a creditor was incurred.

Omission of unobtainable information

176.  Information required under this Chapter to be included in a notice to be gazetted may be omitted if it is not reasonably practicable to obtain it.

The Gazette – general

177.—(1) A copy of the Gazette containing any notice required by the 1986 Act or these Rules to be gazetted is evidence of any facts stated in the notice.

(2) Where the 1986 Act or these Rules require an order of the court to be gazetted, a copy of the Gazette containing the notice may be produced in any proceedings as conclusive evidence that the order was made on the date specified in the notice.

(3) Where an order of the court which is gazetted has been varied, or any matter has been erroneously or inaccurately gazetted, the person whose responsibility it was to gazette the order or other matter must as soon as is reasonably practicable cause the variation to be gazetted or a further entry to be made in the Gazette for the purpose of correcting the error or inaccuracy.

CHAPTER 5 Notices advertised otherwise than in the Gazette

Notices otherwise advertised under the 1986 Act or these Rules

178.—(1) Where under the 1986 Act or these Rules a notice may be advertised otherwise than in the Gazette, in addition to any content specifically required by the 1986 Act or any other provision of these Rules, the content of such a notice must be as set out in this Chapter.

(2) All notices must specify insofar as it is applicable in relation to the particular notice—

(a) the name and postal address of the SMCL administrator;

(b) the capacity in which the SMCL administrator is acting;

(c) either an email address, or a telephone number, through which the SMCL administrator may be contacted;

(d) the registered name of the SMCL;

(e) the SMCL’s registered number;

(f) any name under which the SMCL was registered in the 12 months before the date on which the SMCL entered SMCL administration; and

(g) any name or style (other than the SMCL’s registered name) under which—

(i) the SMCL carried on business; and

(ii) any debt owed to a creditor was incurred.

Non-Gazette notices – other provisions

179.—(1) Information which this Chapter requires to be specified in a notice must be included in an advertisement of that notice in a way that is clear and comprehensible.

(2) Information required under this Chapter to be included in a notice may be omitted if it is not reasonably practicable to obtain it.

CHAPTER 6 Documents delivered to the registrar of companies

Application of this Chapter

180.  Where under the 1986 Act or these Rules a document is to be delivered to the registrar of companies, in addition to any content specifically required by the 1986 Act or any other provision of these Rules, the document must contain the contents set out in this Chapter.

Information to be contained in all documents delivered to the registrar

181.  A document to be delivered to the registrar of companies must—

(a) specify—

(i) the registered name of the SMCL;

(ii) its registered number;

(iii) the nature of the document;

(iv) the provision of the 1986 Act or the Rule under which the document is delivered;

(v) the date of the document;

(vi) the name and postal address of the person delivering the document; and

(vii) the capacity in which that person is acting in respect of the SMCL; and

(b) be authenticated by the person delivering the document.

Documents relating to the office of SMCL administrators

182.  A document relating to the office of the SMCL administrator must also specify—

(a) the name of the SMCL administrator;

(b) the date of the event of which notice is delivered or of the notice (as applicable);

(c) where the document relates to an appointment, the court making the appointment;

(d) where the document relates to the termination of an appointment, the reason for that termination; and

(e) the postal address of the SMCL administrator.

Documents relating to other documents

183.  A document relating to another document must also specify—

(a) the nature of the other document;

(b) the date of the other document; and

(c) where the other document relates to a period of time, the period of time to which it relates.

Documents relating to court orders

184.  A document relating to a court order must also specify—

(a) the nature of the court order; and

(b) the date of the order.

Reports of meetings

185.  A document relating to a report of a meeting must also specify—

(a) the purpose of the meeting, including the provision of the 1986 Act or the Rule under which it was convened;

(b) the venue fixed for the meeting;

(c) whether a required quorum was present for the meeting to take place; and

(d) if the meeting took place, the outcome of the meeting (including any resolutions passed at the meeting).

Documents relating to other events

186.  A document relating to any other event must also specify—

(a) the nature of the event, including the provision of the 1986 Act or the Rule under which it took place; and

(b) the date on which the event occurred.

Documents of more than one type

187.  A document of more than one type must satisfy the requirements which apply to each.

Documents delivered to other persons at the same time

188.—(1) Where under the 1986 Act or these Rules a document is to be delivered to another person at the same time that it is to be delivered to the registrar of companies, that requirement may be satisfied by delivering to that other person a copy of the document delivered to the registrar.

(2) Paragraph (1) does not apply where the document delivered to the registrar of companies is incomplete.

CHAPTER 7 Inspection of documents and the provision of information

Confidentiality of documents – grounds for refusing inspection

189.—(1) Where in SMCL administration proceedings the SMCL administrator considers that a document forming part of the records of those proceedings—

(a) should be treated as confidential; or

(b) is of such a nature that its disclosure would be prejudicial to the conduct of the proceedings or might reasonably be expected to lead to violence against any person,

the SMCL administrator may decline to allow it to be inspected by a person who would otherwise be entitled to inspect it.

(2) Where under this Rule the SMCL administrator determines to refuse inspection of a document, the person wishing to inspect it may apply to the court for that determination to be overruled and the court may either overrule it altogether or sustain it subject to such conditions (if any) as it thinks just.

Right to copies of documents

190.  Where the 1986 Act or these Rules give a person the right to inspect documents, that person has a right to be supplied on request with copies of those documents, on payment—

(a) in the case of documents on the court file, of the fee chargeable under any order made under section 92 of the Courts Act 2003; and

(b) in any other case, of the appropriate fee.

Charges for copies of documents

191.  Except where prohibited by these Rules, the SMCL administrator is entitled to require the payment of the appropriate fee for copies of documents requested by a creditor, member or contributory.

Right to list of creditors

192.—(1) A creditor has the right to require the SMCL administrator to provide a list of the names and addresses of the creditors and the amounts of their respective debts unless paragraph (4) applies.

(2) The SMCL administrator on being required to provide the list under paragraph (1)—

(a) must deliver it to the person requiring the list as soon as reasonably practicable; and

(b) may charge the appropriate fee for a hard copy.

(3) The name and address of any creditor may be omitted from the list provided under paragraph (2) where the SMCL administrator is of the view that its disclosure would be prejudicial to the conduct of the proceedings or might reasonably be expected to lead to violence against any person provided that—

(a) the amount of the debt in question is shown in the list; and

(b) a statement is included in the list that the name and address of the creditor has been omitted in respect of that debt.

(4) Paragraph (1) does not apply where a statement of affairs has been delivered to the registrar of companies.

CHAPTER 8 Time

Calculation of time periods

193.—(1) The provisions of CPR rule 2.8(54) (time), with the exception of paragraph (4) of that rule, apply for the calculation of periods expressed in days in the relevant legislation and these Rules.

(2) The calculation of the beginning and end of a period expressed in months is to be determined as follows—

(a) if the beginning of the period is specified—

(i) the month in which the period ends is the specified number of months after the month in which it begins; and

(ii) the date in the month on which the period ends is—

(aa) the day before the date corresponding to the date in the month on which it begins; or

(bb) if there is no such date in the month on which it ends, the last day of that month;

(b) if the end of the period is specified—

(i) the month in which the period begins is the specified number of months before the month in which it ends; and

(ii) the date in the month on which the period begins is—

(aa) the day after the date corresponding to the date in the month on which it ends; or

(bb) if there is no such date in the month in which it begins, the last day of that month.

(3) The provisions of CPR rule 3.1(2)(a) (the court’s general powers of management) apply so as to enable the court to extend or shorten the time for compliance with anything required or authorised to be done by these Rules.

(4) Paragraph (3) is subject to any time limits expressly stated in the relevant legislation and to any specific powers in the relevant legislation or these Rules to extend or shorten the time for compliance.

(5) In this Rule, “relevant legislation” means—

(a) the 1986 Act;

(b) section 154 to 171 of, and Schedule 20 and 21 to, the 2004 Act.

PART 15 Miscellaneous

Power of Secretary of State to regulate certain matters

194.—(1) The Secretary of State may, subject to the 1986 Act, the 2004 Act, the 2018 Act and these Rules, make regulations with respect to any matter provided for in these Rules as relates to the carrying out of the functions of an SMCL administrator including, without prejudice to the generality of the foregoing provision, with respect to the following matters arising in an SMCL administration—

(a) the preparation and keeping of books, accounts and other records, and their production to such persons as may be authorised or required to inspect them;

(b) the auditing of an SMCL administrator’s accounts;

(c) the manner in which an SMCL administrator is to act in relation to the SMCL’s books, papers and other records, and the manner of their disposal by the SMCL administrator and others; and

(d) the supply by the SMCL administrator to creditors and members of the SMCL of copies of documents relating to the SMCL administration and the affairs of the SMCL (on payment, in such cases as may be specified by the regulations, of the specified fee).

(2) Regulations made pursuant to paragraph (1) may—

(a) confer discretion on the court;

(b) make non-compliance with any of the regulations a criminal offence;

(c) make different provision for different cases, including different provision for different areas; and

(d) contain such incidental, supplemental and transitional provisions as may appear to the Secretary of State necessary or expedient.

False claim of status as creditor, etc.

195.  Where these Rules provide for creditors, members or contributories of an SMCL a right to inspect any documents, whether on the court file or in the hands of an SMCL administrator or other person, it is an offence for a person, with the intention of gaining sight of documents which the person has not under these Rules any right to inspect, falsely to claim a status which would entitle the person to inspect them.

Punishment of offences

196.—(1) The Schedule to these Rules has effect with respect to the way in which contraventions of these Rules are punishable on conviction.

(2) In relation to an offence under a provision of the Rules specified in the first column of the Schedule (the general nature of the offence being described in the second column), the third column shows whether the offence is punishable on conviction on indictment, or on summary conviction, or either in the one way or the other.

(3) The fourth column shows, in relation to an offence, the maximum punishment by way of fine or imprisonment which may be imposed on a person convicted of the offence in the way specified in relation to it in the third column (that is to say, on indictment or summarily), a reference to a period of years or months being to a term of imprisonment of that duration.

(4) The fifth column shows (in relation to an offence for which there is an entry in that column) that a person convicted of the offence after continued contravention is liable to a daily default fine; that is to say, the person is liable on a second or subsequent conviction of the offence to the fine specified in that column for each day on which the contravention is continued (instead of the penalty specified for the offence in the fourth column of the Schedule).

(5) Section 431 of the 1986 Act (summary proceedings), as it applies to England and Wales, has effect in relation to offences under these Rules as to offences under the 1986 Act.

Review

197.—(1) Before the end of the review period, the Secretary of State must—

(a) carry out a review of these Rules;

(b) set out the conclusions of the review in a report; and

(c) publish the report.

(2) The report must in particular—

(a) set out the objectives intended to be achieved by the regulatory system established by these Rules;

(b) assess the extent to which those objectives are achieved; and

(c) assess whether those objectives remain appropriate, and, if so, the extent to which they could be achieved with a system that imposes less regulation.

(3) “Review period” means the period of five years beginning with the day on which these Rules come into force.

Robert Buckland

Lord Chancellor

19th June 2020

I concur

Burnett of Maldon

Lord Chief Justice of England and Wales

16th June 2020

I concur

Callanan

Lords Parliamentary Under Secretary of State

Department for Business, Energy and Industrial Strategy

21st May 2020

Rule 196

SCHEDULE Punishment of offences under these Rules

Rule creating offence	General nature of offence	Mode of prosecution	Punishment	Daily default fine (where applicable)
Rule 26(9)	SMCL administrator failing to send report as to progress of SMCL administration	Summary	Level 3 on the standard scale	One tenth of level 3 on the standard scale
Rule 104(2)	Failing to comply with SMCL administrator’s duties on vacating office	Summary	Level 3 on the standard scale	One tenth of level 3 on the standard scale
Rule 195	False representation of status for purpose of inspecting documents	1. On indictment	Two years or a fine or both
		2. Summary	Six months or a fine or both

EXPLANATORY NOTE

(This note is not part of the Rules)

These Rules set out the procedure for the conduct of smart meter communication licensee administration (“SMCL administration”) proceedings in England and Wales. SMCL administration is a special insolvency regime specifically created for companies acting as a smart meter communication licensee (“SMCL”) in Great Britain.

The framework for the SMCL administration regime is set out in the Smart Meters Act 2018 (c. 14) (the “2018 Act”). The 2018 Act applies (with modifications) much of Chapter 3 of Part 3 of the Energy Act 2004 (c. 20), which provides for a special insolvency regime for energy companies that run and operate gas and electricity networks in Great Britain.

Only SMCLs as defined in section 2(5) of the 2018 Act may enter SMCL administration. These are companies that hold a licence granted under section 7AB of the Gas Act 1986 (c.44) or a licence granted under section 6 of the Electricity Act 1989 (c.29) to provide a smart meter communication service.

The SMCL administration process is commenced by an application to court for a smart meter communication licensee administration order, referred to as an “SMCL administration order” as defined in section 2(1) of the 2018 Act. Such an application can be made by either the Secretary of State or, with the consent of the Secretary of State, by the Gas and Electricity Markets Authority.

An insolvency practitioner appointed to manage the affairs, business and property of the SMCL is defined in section 2(2) of the 2018 Act as an SMCL administrator.

These Rules are applicable only to SMCL administration.

Part 1 of these Rules contains the construction and interpretation provisions.

Part 2 of these Rules sets out the procedure to be followed to initiate SMCL administration proceedings, including the information required for an SMCL administration order application, to whom notice of such an application needs to be delivered and who may appear at a hearing of the SMCL administration application.

Part 3 of these Rules details the initial steps to be taken in SMCL administration proceedings. These include the notification and advertisement of an SMCL administrator’s appointment and the preparation of a statement of the affairs of the SMCL. Part 3 also sets out the information that must be given to creditors in the SMCL administrator’s statement of proposals and the contents of the progress reports to be prepared by the SMCL administrator.

Part 4 of these Rules contains provisions relating to creditors’ and company meetings summoned by the SMCL administrator.

Part 5 of these Rules contains provisions relating to an application to court for authority to dispose of property of the SMCL which is subject to a security (other than a floating charge) or goods in the possession of the SMCL under a hire-purchase agreement.

Part 6 of these Rules contains provisions relating to the expenses of SMCL administration.

Part 7 of these Rules contains provisions relating to claims by and distributions to creditors of the SMCL. In particular, this Part details the procedure to be followed to prove a debt in the SMCL administration proceedings as well as the way in which such debts will be quantified and the steps to be taken where the SMCL administrator makes, or proposes to make, a distribution to creditors.

Part 8 of these Rules contains details of how the remuneration of an SMCL administrator is to be fixed by the court.

Part 9 of these Rules sets out the arrangements for ending an SMCL administration. There are specific provisions detailing the ending of an SMCL administration by court order, as well as the process by which an SMCL administration moves into either a creditors’ voluntary liquidation or dissolution of the SMCL.

Part 10 of these Rules sets out the requirements and procedures for replacing an SMCL administrator. It includes provisions relating to the resignation of an SMCL administrator, the removal of an SMCL administrator from office by court order and the SMCL administrator’s duties on vacating office.

Part 11 of these Rules contains general provisions detailing the court procedure and practice for SMCL administration proceedings. In particular this Part sets out the general requirements for court applications made during an SMCL administration, enforcement procedures, access to the court file, the cost assessment procedure for SMCL administration proceedings, provision for persons who lack capacity to manage their affairs, and the appeals process to be used in SMCL administration proceedings.

Part 12 of these Rules contains provisions for the use of proxies and representatives of corporations at meetings held during an SMCL administration, including the rights of inspection of such proxies and the procedure to be followed where a proxy-holder has a financial interest in the outcome of a resolution to be voted on at the meeting.

Part 13 of these Rules sets out the provision for the examination of persons where an application to court has been made by an SMCL administrator under section 236 of the Insolvency Act 1986 (c. 45). Section 236 of the Insolvency Act 1986 allows an SMCL administrator to apply to court for an order requiring certain persons to appear before the court to be questioned by the SMCL administrator about the company in SMCL administration.

Part 14 of these Rules contains provisions of general effect including provisions relating to the delivery of documents, the form and content of documents, service of documents, standard contents of notices and of documents delivered to the registrar of companies, the inspection and right to copies of documents, and the calculation of time periods.

Part 15 of these Rules contains miscellaneous provisions, including the power of the Secretary of State to regulate certain matters relating to the carrying out of the SMCL administrator’s functions, provisions relating to the punishment of offences and the requirement for a review.

The Schedule to these Rules contains specific details of the punishment of offences under these Rules.

An impact assessment has not been produced for this instrument as no, or no significant, impact on the private, voluntary or public sector is foreseen.

(1)

1986 c.45, as amended by the Enterprise Act 2002 (c.40) and the Small Business, Enterprise and Employment Act 2015 (c.26). By virtue of S.I. 2017/540, some of the amendments made by the Small Business, Enterprise and Employment Act 2015 do not apply for the purposes of proceedings under the Energy Act 2004 (c.20). Section 411 of the Insolvency Act 1986 was amended by S.I. 2002/1037 and the Constitutional Reform Act 2005 (c.4), Schedule 4, paragraph 188. Section 411(3) was amended by S.I. 2007/2194 and the Banking Act 2009 (c.1), section 160. There are other amending Acts and instruments, but none is relevant.

(2)

2004 c.20. Section 159(3) was amended by the Energy Act 2011 (c. 16), section 97 and the Smart Meters Act 2018 (c. 14), section 5.

(3)

2018 c.14.

(4)

Section 413 was amended by the Constitutional Reform Act 2005 (c.4), Schedule 4, paragraph 190; the Crime and Courts Act 2013 (c.22), Schedule 9, paragraph 93 and S.I. 2018/130. There are other amending Acts, but none is relevant.

(5)

1971 c.80. The Act was amended by the St Andrew’s Day Bank Holiday (Scotland) Act 2007 (asp 2). There are other amending Acts and instruments, but none is relevant.

(6)

Section 79 was amended by S.I. 2009/1941.

(7)

S.I. 1998/3132.

(8)

1981 c.54. Section 100 was substituted by the Constitutional Reform Act 2005 (c.4), Schedule 3, paragraph 2 and amended by the Tribunals, Courts and Enforcement Act 2007 (c.15), Schedule 11, paragraph 2.

(9)

2007 c.15.

(10)

2003 c.39. See Schedule 7 to the Act.

(11)

“court” is defined in section 10 of the Smart Meters Act 2018 (c.14).

(12)

Section 4(1) was amended by the Courts and Legal Services Act 1990 (c.41), section 72; the Access to Justice Act 1999 (c.22), section 69; the Constitutional Reform Act 2005 (c.4), Schedule 4, paragraph 117; and the Crime and Courts Act 2013 (c.22), Schedule 13, paragraph 14.

(13)

Section 89(1) was amended by the Constitutional Reform Act 2005, Schedule 3, paragraph 3 and Schedule 11, paragraph 26.

(14)

S.I. 2016/1024, as amended by S.I. 2017/366, S.I. 2017/702, S.I. 2017/1115 and S.I. 2018/130.

(15)

Section 176A was inserted by the Enterprise Act 2002 (c.40), section 252 and amended by S.I. 2008/948.

(16)

Schedule B1 was inserted by the Enterprise Act 2002 (c.40), Schedule 16 (as amended by S.I. 2003/2096). Rule 2(2) does not apply to references in these Rules to paragraph 14 of Schedule B1 to the 1986 Act because that paragraph has not been modified by Schedule 20 to the 2004 Act.

(17)

“smart meter communication licensee” is defined in section 2(5) of the Smart Meters Act 2018 (c.14).

(18)

“smart meter communication licensee administration order” is defined in section 2(1) of the Smart Meters Act 2018.

(19)

Section 159 of the 2004 Act was amended by the Energy Act 2011 (c.16), section 97 and the Smart Meters Act 2018, section 5. Section 166 of the 2004 Act was amended by the Energy Act 2011, section 93. Schedule 20 to the 2004 Act was amended by S.I. 2008/948; S.I. 2009/1941; the Financial Services Act 2012 (c.21), Schedule 18, paragraph 101; and the Energy Act 2011, section 101. Schedule 21 to the 2004 Act was amended by S.I. 2011/1043.

(20)

“smart meter communication administrator” is defined in section 10 of the Smart Meters Act 2018.

(21)

2007 c.29.

(22)

Part 22 was amended by S.I.2001/1769, S.I. 2001/4015 and S.I. 2004/3419.

(23)

Section 246A was inserted by S.I. 2010/18. Section 246A was amended by the Small Business, Enterprise and Employment Act 2015 (c.26), Schedule 9, paragraph 54; but those amendments do not apply to proceedings under the Smart Meters Act 2018, as a result of the savings made by S.I. 2017/540.

(24)

Part 32 was amended by S.I. 2000/221, S.I. 2001/256, S.I. 2005/2292, S.I. 2007/2204, S.I. 2009/3390, S.I. 2011/88, S.I. 2012/2208 and S.I. 2013/262.

(25)

“non-GB company” is defined in section 10(2) of the Smart Meters Act 2018.

(26)

2006 c.46. Section 1043 was amended by S.I. 2017/1212.

(27)

Section 124A was inserted by the Companies Act 1989 (c.40), section 60(3) and was amended by S.I. 2001/3649 and the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c.27), Schedule 2, paragraph 27.

(28)

Section 163(2) of the 2004 Act prevents an appointment from taking effect under paragraph 14 of Schedule B1 to the 1986 Act (appointment of administrator by holder of floating charge) unless the conditions in section 163(3) of the 2004 Act are met.

(29)

Section 235 was amended by the Enterprise Act 2002 (c.40), Schedule 17, paragraph 24.

(30)

Paragraph 49 was amended by S.I. 2008/948. It was also amended by the Small Business, Enterprise and Employment Act 2015 (c.26), Schedule 9, paragraph 10; but those amendments do not apply to proceedings under the Smart Meters Act 2018, as a result of the savings made by S.I. 2017/540.

(31)

Section 231 was amended by the Enterprise Act 2002 (c.40), Schedule 17, paragraph 20 and Schedule 26.

(32)

Paragraph 83 was amended by the Small Business, Enterprise and Employment Act 2015 (c.26), section 128. It was also amended by Schedule 9 to that Act, paragraph 10; but those amendments do not apply to proceedings under the Smart Meters Act 2018, as a result of the savings made by S.I. 2017/540.

(33)

Paragraph 62 was amended by the Small Business, Enterprise and Employment Act 2015 (c.26), Schedule 9, paragraph 10; but those amendments do not apply to proceedings under the Smart Meters Act 2018, as a result of the savings made by S.I. 2017/540.

(34)

Paragraph 99 was amended by the Deregulation Act 2015 (c.20), Schedule 6, paragraph 27.

(35)

Paragraph 13A was inserted into Schedule 8 by the Small Business, Enterprise and Employment Act 2015 (c. 26), section 131.

(36)

2002 c.29.

(37)

2000 c.8. Section 382(1) was amended by the Financial Services Act 2012 (c.21), Schedule 9, paragraph 21.

(38)

1838 c.110. Section 17 was amended by the Civil Procedure Acts Repeal Act 1879 (c.59), Schedule 1, Part 1; the Statute Law Revision (No. 2) Act 1888; S.I. 1993/564 and S.I. 1998/2940.

(39)

Paragraph 79 was amended by the Small Business, Enterprise and Employment Act 2015 (c.26), Schedule 9, paragraph 10; but those amendments do not apply to proceedings under the Smart Meters Act 2018, as a result of the savings made by S.I. 2017/540.

(40)

Section 124 was amended by the Criminal Justice Act 1988 (c.33), section 62(2); the Companies Act 1989 (c.40), section 60(2); the Access to Justice Act 1999 (c.22), Schedule 13, paragraph 133; the Insolvency Act 2000 (c.39), section 1, Schedule 1, paragraphs 1 and 7; S.I. 2002/1240; the Courts Act 2003 (c.39), Schedule 8, paragraph 294; S.I. 2004/2326; the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c.27), section 50(3); S.I. 2006/2078; S.I. 2009/1941 and S.I. 2017/702.

(41)

Paragraph 84 was amended by S.I. 2017/702. It was also amended by the Small Business, Enterprise and Employment Act 2015 (c.26), Schedule 9, paragraph 10; but those amendments do not apply to proceedings under the Smart Meters Act 2018, as a result of the savings made by S.I. 2017/540.

(42)

Section 236 was amended by S.I. 2010/18.

(43)

2003 c.39. Section 92 was amended by the Constitutional Reform Act 2005 (c.4), Schedule 4, paragraph 345 and Schedule 11, paragraph 4; and the Crime and Courts Act 2013 (c.22), Schedule 9, paragraph 40 and Schedule 10, paragraph 95.

(44)

Parts 44 and 47 were substituted for new Parts 44 and 47 by S.I. 2013/262.

(45)

2005 c.9.

(46)

1981 c.54. Section 3 has been amended but no amendments are relevant to this instrument.

(47)

Part 52 was substituted for a new Part 52 by S.I. 2016/788. It was amended by S.I. 2017/95, S.I. 2017/889 and S.I. 2020/82.

(48)

Part 29 was amended by S.I. 2002/2058, S.I. 2005/2292, S.I. 2013/262 and S.I. 2013/1974.

(49)

Part 37 was amended by S.I. 2006/3435 and S.I. 2014/3299.

(50)

Part 18 was amended by S.I. 2000/221.

(51)

Part 31 was amended by S.I. 2000/221, S.I. 2001/4015, S.I. 2010/1953, S.I. 2011/88, S.I. 2012/2208, S.I. 2013/262 and S.I. 2013/1974.

(52)

Part 6 was amended by S.I. 2008/2178, S.I. 2009/2092, S.I. 2009/3131, S.I. 2009/3390, S.I. 2011/88, S.I. 2011/1979, S.I. 2014/2948, S.I. 2015/1644.

(53)

Section 246B was inserted by S.I. 2010/18.

(54)

CPR rule 2.8 was amended by S.I. 2009/3390.