Paragraph 85 I1

For modified Article 9 substitute—

“Disqualification for unfitness

Duty of High Court to disqualify unfit officers of insolvent partnership

9.

(1)

The High Court must make a disqualification order against a person (“P”) in any case where, on an application under this Article, it is satisfied—

(a)

that P is or has been an officer of a partnership which has at any time become insolvent (whether while P was an officer or subsequently), and

(b)

that P’s conduct as an officer of that partnership (either taken alone or taken together with P’s conduct as an officer of one or more relevant entities or relevant overseas entities) makes P unfit to be concerned in the management of a company.

(1A)

Paragraphs (1B) to (1E) apply for the purposes of paragraph (1).

(1B)

“Relevant entity” means—

(a)

any partnership (other than the one mentioned in paragraph (1)(a));

(b)

any limited liability partnership;

(c)

any company.

(1C)

“Relevant overseas entity” means—

(a)

any overseas partnership;

(b)

any overseas limited liability partnership;

(c)

any overseas company.

(1D)

“Officer” means—

(a)

in relation to a partnership or an overseas partnership, an officer;

(b)

in relation to a limited liability partnership or an overseas limited liability partnership, a member;

(c)

in relation to a company or an overseas company, a director (including a shadow director).

(1E)

For those purposes—

(a)

the reference to P’s conduct as an officer of the partnership mentioned in paragraph (1)(a) includes a reference to P’s conduct in relation to any matter connected with or arising out of the partnership’s insolvency, and

(b)

the reference to P’s conduct as an officer of any relevant entity or relevant overseas entity includes, where that entity has become insolvent, a reference to P’s conduct in relation to any matter connected with or arising out of the insolvency.

(2)

Article 9A makes further provision concerning the interpretation of this Article.

(3)

Under this Article the minimum period of disqualification is 2 years and the maximum period is 15 years.

Interpretation of Article 9

9A.

(1)

In Article 9—

• “limited liability partnership” means a limited liability partnership formed under the Limited Liability Partnerships Act 2000;

• “overseas limited liability partnership” means—

  1. (a)

     an “oversea limited liability partnership” as defined in section 14(3) of the Limited Liability Partnerships Act 2000, or

  2. (b)

     any other entity which is incorporated or otherwise established under the law of a country or territory outside the United Kingdom and is similar in nature to a limited liability partnership;

• “overseas partnership” means any entity which is established under the law of a country or territory outside Northern Ireland (whether or not as a legal person under that law) and is similar in nature to a partnership under the law of Northern Ireland.

(2)

The partnership mentioned in Article 9(1)(a) or a relevant entity becomes insolvent if—

(a)

a relevant insolvency event occurs in relation to it (see paragraph (4)),

(b)

it enters administration, or

(c)

in the case of a limited liability partnership or a company, an administrative receiver is appointed.

(3)

A relevant overseas entity becomes insolvent if it enters into insolvency proceedings of any description (including interim proceedings) in any jurisdiction.

(4)

A “relevant insolvency event” occurs—

(a)

in relation to a partnership, when the High Court—

(i)

makes an order for the partnership to be wound up at a time when its assets are insufficient for the payment of its debts and other liabilities and the expenses of the winding up, or

(ii)

makes an order for the business of the partnership to be wound up (without the partnership being wound up as an unregistered company) at a time when the assets of the business are insufficient for the payment of its debts and other liabilities and the expenses of the winding up;

(b)

in relation to a limited liability partnership, when the High Court makes an order for it to be wound up at a time when its assets are insufficient for the payment of its debts and other liabilities and the expenses of the winding up;

(c)

in relation to a company, when the company goes into liquidation at a time when its assets are insufficient for the payment of its debts and other liabilities and the expenses of the winding up.”.