The Insolvency (Scotland) (Receivership and Winding up) Rules 2018
S.S.I. 2018/347 · Made 13 November 2018 · Extends to Scotland
Insolvency
Companies
Made 13th November 2018
Laid before the Scottish Parliament 14th November 2018
Coming into force 6th April 2019
The Scottish Ministers make the following Rules in exercise of the powers conferred by section 411(1)(b), (2) and (2A) M1 of the Insolvency Act 1986 and all other powers enabling them to do so.
The Secretary of State has consented to these Rules in accordance with article 2(2) of the Scotland Act 1998 (Insolvency Functions) Order 2018 M2.
Annotations to the whole text
Marginal citations
- M1
1986 c.45 (“the 1986 Act”); section 411 was amended by S.I. 2002/1037, the Constitutional Reform Act 2005 (c.4), Schedule 4, Part 1, paragraph 188, S.I. 2007/2194, the Banking Act 2009 (c.1), sections 125 and 160, S.I. 2009/805 and S.I. 2009/1941. The functions of the Secretary of State, were transferred to the Scottish Ministers by virtue of section 53 of the Scotland Act 1998 (c.46) insofar as within devolved competence, and by the Scotland Act 1998 (Insolvency Functions) Order 2018 (S.I. 2018/174).
- M2
Contents
- 1Citation and commencement
- 2Revocations
- 3Extent and application
- 4Transitional and savings provisions
- 5Punishment of offences
- Part 1: SCOPE, INTERPRETATION, TIME AND RULES ABOUT DOCUMENTS
- Chapter 1: Scope of these Rules
- 1.1Scope
- 2Interpretation
- 1.2Defined terms
- Chapter 3: Calculation of time periods
- 1.3Periods of time expressed in days
- 1.4Periods of time expressed in months
- Chapter 4: Form and content of documents
- 1.5Requirement for writing and form of documents
- 1.6Authentication
- 1.7Information required to identify persons and insolvency proceedings etc.
- 1.8Reasons for stating whether proceedings are or will be COMI proceedings, establishment proceedings etc.
- 1.9Prescribed format of documents
- 1.10Variations from prescribed contents
- 5Standard contents of Gazette notices and the Gazette as evidence etc.
- 1.11Contents of notices to be gazetted under the Act or Rules
- 1.12Standard contents of Gazette notices
- 1.13The Gazette: evidence, variations, errors and timing
- 6Standard contents of notices advertised otherwise than in the Gazette
- 1.14Standard contents of notices advertised otherwise than in the Gazette
- 1.15Non-Gazette notices: clear and comprehensible
- 7Standard contents of documents to be delivered to the registrar of companies and the Accountant in Bankruptcy
- 1.16Standard contents of documents delivered to the registrar of companies and the Accountant in Bankruptcy
- 1.17Registrar of companies and Accountant in Bankruptcy: covering notices
- 1.18Standard contents of all documents
- 1.19Standard contents of documents relating to the office of office-holders
- 1.20Standard contents of documents relating to other documents
- 1.21Standard contents of documents relating to court orders
- 1.22Standard contents of returns or reports of decisions
- 1.23Standard contents of returns or reports of matters considered by company members by written resolution
- 1.24Standard contents of documents relating to other events
- 8Standard contents of notices for delivery to other persons etc.
- 1.25Standard contents of notices to be delivered to persons other than the registrar of companies or Accountant in Bankruptcy
- 1.26Standard contents of all notices
- 1.27Standard contents of notices relating to the office of office-holders
- 1.28Standard contents of notices relating to documents
- 1.29Standard contents of notices relating to court proceedings or orders
- 1.30Standard contents of notices of the results of decisions
- 1.31Standard contents of returns or reports of matters considered by company members by written resolution
- Chapter 9: Delivery of documents and opting out (sections 246C and 248A )
- Application of Chapter
- 1.32Article 1.32
- 1.33Delivery to the creditors and opting out
- 1.34Creditor's election to opt out
- 1.35Office-holder to provide information to creditors on opting out
- 1.36Delivery of documents to authorised recipients
- 1.37Delivery of documents to joint office-holders
- 1.38Postal delivery of documents
- 1.39Delivery by document exchange
- 1.40Personal delivery of documents
- 1.41Electronic delivery of documents
- 1.42Electronic delivery of documents to the court
- 1.43Electronic delivery by office-holders
- 1.44Use of website by office-holder to deliver a particular document (section 246B)
- 1.45General use of website to deliver documents
- 1.46Retention period for documents made available on websites
- 1.47Proof of delivery of documents
- 1.48Delivery of statements of claim and documentary evidence of debt
- Chapter 10: Inspection of documents, copies and provision of information
- 1.49Right to copies of documents
- 1.50Charges for copies of documents provided by the office-holder
- 1.51Offence in relation to inspection of documents
- 1.52Right to list of creditors
- 1.53Confidentiality of documents: grounds for refusing inspection
- 1.54Sederunt book
- 1.55Transfer and disposal of company's books, papers and other records
- Chapter 11: Formal defects
- 1.56Power to cure defects in procedure
- 1.57Formal defects
- Part 2: RECEIVERSHIP
- 1Appointment of receiver by the holder of the floating charge under section 51(1)
- 2.1Receipt of instrument of appointment and acceptance of appointment
- 2.2Certified copy instrument of appointment
- 2.3Notice under section 53(1)
- 2Appointment of receiver by the court under section 51(2)
- 2.4Notice under section 54(3)
- 3Information to be given by receiver when appointed (section 65(1))
- 2.5Notice of appointment of receiver
- 4Statement of Affairs
- 2.6Interpretation
- 2.7Requirement to provide a statement of affairs (section 66(1))
- 2.8Statement of affairs: contents and delivery (section 66(2))
- 2.9Statement of affairs: statement of concurrence
- 2.10Statement of affairs: expenses
- 2.11Limited disclosure
- 5Receiver's report
- 2.12Receiver's report under section 67(1): content (prescribed part)
- 2.13Receiver's report under section 67(1): notice
- 2.14Unsecured creditors request for copy report (section 67(2)(b))
- 2.15Receiver's report – notice to unsecured creditors and invitation to form a creditors' committee
- 6Receiver's summary of receipts and payments
- 2.16Summary of receipts and payments
- 7Cessation of appointment of receiver
- 2.17Resignation
- 2.18Deceased receiver: notice
- Other vacation of office
- 2.19Article 2.19
- Chapter 8: Receivers and the prescribed part
- 2.20Receiver to deal with prescribed part
- Part 3: MEMBERS' VOLUNTARY WINDING UP
- 1Statutory declaration of solvency (section 89)
- Statutory declaration of solvency: requirements additional to those in section 89
- 3.1Article 3.1
- 2The liquidator
- Appointment by the company
- 3.2Article 3.2
- 3.3Meetings in members' voluntary winding up of authorised deposit-takers
- Appointment by the court (section 108)
- 3.4Article 3.4
- 3.5Liquidator's resignation
- Removal of liquidator by company meeting
- 3.6Article 3.6
- Removal of liquidator by the court
- 3.7Article 3.7
- Deceased liquidator
- 3.8Article 3.8
- Loss of qualification as insolvency practitioner
- 3.9Article 3.9
- 3.10Application by former liquidator to the Accountant of Court for release (section 173(2)(b))
- 3.11Delivery of draft final account to members (section 94)
- 3.12Final account prior to dissolution (section 94)
- 3.13Liquidator's duties on vacating office (hand-over of assets etc.)
- 3.14Taking possession and realisation of company's assets
- 3.15Realisation of the company's heritable property
- 3.16Power of court to set aside certain transactions entered into by liquidator
- 3.17Rule against improper solicitation by or on behalf of the liquidator
- Chapter 3: Special manager
- 3.18Application for and appointment of special manager (section 177)
- 3.19Caution
- 3.20Failure to find or maintain caution
- 3.21Accounting
- 3.22Termination of appointment
- Chapter 4: Conversion to creditors' voluntary winding up
- 3.23Statement of affairs (section 95)
- Part 4: CREDITORS' VOLUNTARY WINDING UP
- Chapter 1: Application of Part
- 4.1Application of Part 4
- 2Statement of affairs and other information
- Statement of affairs made out by the liquidator under section 95(1A)
- 4.2Article 4.2
- Statement of affairs made out by the directors under section 99(1)
- 4.3Article 4.3
- 4.4Additional requirements as to statements of affairs
- 4.5Statement of affairs: statement of concurrence
- 4.6Limited disclosure
- 4.7Expenses of statement of affairs and decisions sought from creditors
- 4.8Delivery of accounts to liquidator (section 235)
- 4.9Expenses of assistance in preparing accounts
- 3Nomination and appointment of liquidators and information to creditors
- 4.10Application of the rules in this Chapter
- 4.11Nomination of liquidator and information to creditors on conversion from members' voluntary winding up (section 96)
- 4.12Creditors' decision on appointment other than at a meeting (conversion from members' voluntary winding up)
- 4.13Information to creditors and contributories (conversion of members' voluntary winding up to creditors' voluntary winding up)
- 4.14Information to creditors and appointment of liquidator
- 4.15Information to creditors and contributories
- 4.16Further information where administrator becomes liquidator (paragraph 83(3) of schedule B1)
- 4.17Report by director etc.
- 4.18Decisions on nomination
- 4.19Invitation to creditors to form a liquidation committee
- 4The liquidator
- Appointment by creditors or by the company
- 4.20Article 4.20
- 4.21Power to fill vacancy in office of liquidator
- Appointment by the court (section 100(3) or 108)
- 4.22Article 4.22
- 4.23Liquidator's resignation and replacement
- Removal of liquidator by creditors
- 4.24Article 4.24
- Removal of liquidator by the court
- 4.25Article 4.25
- Deceased liquidator
- 4.26Article 4.26
- Loss of qualification as insolvency practitioner
- 4.27Article 4.27
- 4.28Vacation of office on making of winding-up order
- 4.29Application by former liquidator for release (section 173(2)(b) or (e))
- 4.30Final account prior to dissolution (section 106)
- 4.31Liquidator's duties on vacating office (hand-over of assets etc.)
- 4.32Taking possession and realisation of company's assets
- 4.33Realisation of the company's heritable property
- 4.34Power of court to set aside certain transactions
- 4.35Rule against improper solicitation
- 4.36Permission for exercise of powers by liquidator
- 5Special Manager
- 4.37Application for and appointment of special manager (section 177)
- 4.38Caution
- 4.39Failure to give or keep up caution
- 4.40Accounting
- 4.41Termination of appointment
- Part 5: WINDING UP BY THE COURT
- Chapter 1: Application of Part
- 5.1Application of Part 5
- Chapter 2: The statutory demand (sections 123(1)(a) and 222(1)(a))
- 5.2Interpretation
- 5.3The statutory demand
- 3Provisional liquidator
- 5.4Application for appointment of provisional liquidator (section 135)
- 5.5Order of appointment of provisional liquidator – delivery of copy
- Delivery of copy order of appointment of provisional liquidator – notice
- 5.6Article 5.6
- 5.7Notice of appointment of provisional liquidator
- 5.8Caution
- 5.9Remuneration
- 5.10Termination of appointment
- 4Statement of affairs and other information
- 5.11Interpretation
- 5.12Notice requiring statement of affairs (section 131)
- 5.13Statement of affairs: contents and delivery
- 5.14Statement of affairs: statement of concurrence
- 5.15Statement of affairs: expenses
- 5.16Limited disclosure
- 5.17Delivery of accounts to liquidator
- 5.18Expenses of assistance in preparing accounts
- 5.19Further disclosure
- Chapter 5: Further information where winding up follows administration
- 5.20Further information where winding up follows administration
- 6The liquidator
- 5.21Appointment of liquidator under section 138(1) (interim liquidator)
- 5.22Choosing a person to be liquidator
- 5.23Appointment of liquidator by creditors or contributories
- 5.24Decision on nomination
- 5.25Invitation to creditors and contributories to form a liquidation committee
- 5.26Appointment by the court (section 138(5), section 139(4) and section 140)
- 5.27Liquidator's resignation
- Decision of creditors to remove liquidator
- 5.28Article 5.28
- Removal of liquidator by the court (section 172(2))
- 5.29Article 5.29
- Deceased liquidator
- 5.30Article 5.30
- Loss of qualification as insolvency practitioner
- 5.31Article 5.31
- 5.32Application by liquidator for release (section 174(4)(b) or (d))
- 5.33Final account prior to dissolution (section 146)
- 5.34Relief from, or variation of, duty to report
- 5.35Liquidator's duties on vacating office
- 5.36Taking possession and realisation of the company's assets
- 5.37Realisation of the company's heritable property
- 5.38Power of court to set aside certain transactions
- 5.39Rule against improper solicitation
- 7Special manager
- 5.40Application of this Chapter and interpretation
- 5.41Appointment and remuneration of special manager (section 177)
- 5.42Caution
- 5.43Failure to give or keep up caution
- 5.44Accounting
- 5.45Termination of appointment
- 8Public examination of company officers and others (section 133)
- 5.46Request by a creditor for a public examination (section 133(2))
- 5.47Request by a contributory for a public examination (section 133(2))
- 5.48Further provisions about requests by a creditor or contributory for a public examination
- 5.49Notice of the public examination
- 5.50Examinee unfit for examination
- 5.51Expenses of examination
- Chapter 9: Distribution of company's assets by the liquidator
- 5.52Winding up commencing as voluntary
- 5.53Saving for powers of the court (section 156)
- 10MISCELLANEOUS
- Limitation
- 5.54Limitation of actions
- Dissolution after winding up
- Dissolution after winding up
- 5.55Article 5.55
- 6BLOCK TRANSFER OF WINDING UP PROCEEDINGS
- 6.1Power to make a block transfer order
- 6.2Application for block transfer order
- 6.3Action following application for a block transfer order
- Part 7: WINDING UP - REPORTING, ACCOUNTS, REMUNERATION, CLAIMS AND DISTRIBUTIONS
- 7.1Application of Part
- 1Reporting
- 7.2Reports by interim liquidator in a winding up by the court
- 7.3Reports by interim liquidator: estimate of prescribed part
- 7.4Progress reports: content
- 7.5Remuneration and outlays etc.: members' voluntary winding up
- 7.6Remuneration and outlays etc.: creditors' voluntary winding up and winding up by the court
- 7.7Progress reports in voluntary winding up: timing and delivery
- Progress reports in winding up by the court: timing and delivery
- 7.8Article 7.8
- 2Final accounts
- 7.9Contents of final account
- 3Liquidator's remuneration
- 7.10Determination of outlays and remuneration: members' voluntary winding up
- 7.11Determination of outlays and remuneration: creditors' voluntary winding up and winding up by the court
- 7.12Appeal against fixing of outlays and remuneration: creditors' voluntary winding up and winding up by the court
- 7.13Recourse of liquidator to decision of creditors: creditors' voluntary winding up and winding up by the court
- 7.14Recourse to the court: creditors' voluntary winding up and winding up by the court
- 7.15Creditors' claim that remuneration is excessive: creditors' voluntary winding up and winding up by the court
- 4Claims by creditors
- 7.16Submission of claims
- 7.17False claims or evidence
- 7.18Evidence of claims
- 7.19Adjudication of claims
- 7.20Entitlement to draw a dividend
- 7.21Liabilities and rights of co-obligants
- 7.22Amount which may be claimed generally
- 7.23Debts depending on contingency
- 7.24Secured debts
- 7.25Claims in foreign currency
- Chapter 5: Official rate of interest
- 7.26Specified rate of interest
- 6Distribution of company's assets by the liquidator
- 7.27Order of priority in distribution
- 7.27APriority of moratorium debts in a subsequent winding up
- 7.28Order of priority of expenses of liquidation
- 7.29Winding up commencing as voluntary
- 7.30Saving for powers of the court (section 156)
- Estate to be distributed in respect of the accounting periods
- 7.31Article 7.31
- 7.32Payment of dividends
- 7.33Unclaimed dividends
- 7.34Small debts
- 7.35Contents of notice to be delivered to creditors owed small debts etc.
- Part 8: DECISION MAKING
- Chapter 1: Application of Part
- 8.1Application of Part
- 2Decision procedures
- 8.2Interpretation
- The prescribed decision procedures
- 8.3Article 8.3
- 8.4Electronic voting
- 8.5Virtual meetings
- 8.6Physical meetings
- Deemed consent
- 8.7Article 8.7
- 3Notices, voting and venues for decisions
- 8.8Notices to creditors of decision procedure
- 8.9Voting in a decision procedure
- 8.10Venue for the decision procedure
- Notice of decision procedures or of seeking deemed consent: when and to whom delivered
- 8.11Article 8.11
- 8.12Notice of decision procedure by advertisement only
- 8.13Gazetting and advertisement
- 8.14Notice to company officers in respect of meetings
- 8.15Non-receipt of notice of decision
- 8.16Decisions on remuneration and conduct
- 4Decision making in particular proceedings
- 8.17Decisions in winding up of authorised deposit-takers
- 5Requisitioned decisions
- Requisitions of decision
- 8.18Article 8.18
- 8.19Expenses and timing of requisitioned decision
- Chapter 6: Constitution of meetings
- 8.20Quorum at meetings
- 8.21Chair at meetings
- 8.22The chair – attendance, interventions and questions
- Chapter 7: Adjournment and suspension of meetings
- 8.23Adjournment by chair
- 8.24Adjournment of meetings to remove a liquidator
- 8.25Adjournment in absence of chair
- 8.26Statements of claim and documentary evidence of debt in adjournment
- 8.27Suspension
- 8Creditors' voting rights and majorities
- 8.28Creditors' voting rights
- 8.29Scheme manager's voting rights
- 8.30Claim made in proceedings in other member States Repealed
- 8.31Calculation of voting rights
- 8.32Calculation of voting rights: winding up of authorised deposit-taker
- 8.33Procedure for admitting creditors' claims for voting
- 8.34Requisite majorities
- 8.35Appeals against decisions under this Chapter
- 9Exclusions from meetings
- 8.36Action where person excluded
- 8.37Indication to excluded person
- 8.38Complaint
- Chapter 10: Contributories' voting rights and majorities
- 8.39Contributories' voting rights and requisite majorities
- Chapter 11: Records
- 8.40Record of a decision
- Chapter 12: Company meetings
- 8.41Company meetings
- 8.42Remote attendance: notification requirements
- 8.43Location of company meetings
- 8.44Action where person excluded
- 8.45Indication to excluded person
- 8.46Complaint
- 9PROXIES AND CORPORATE REPRESENTATION
- 9.1Application and interpretation
- 9.2Specific and continuing proxies
- 9.3Blank proxy
- 9.4Use of proxies
- 9.5Use of proxies by the chair
- 9.6Right of inspection and delivery of proxies
- 9.7Proxy-holder with financial interest
- Resolution conferring authorisation to represent corporation
- 9.8Article 9.8
- Part 10: CREDITORS' AND LIQUIDATION COMMITTEES
- Chapter 1: Introductory
- 10.1Scope and interpretation
- Chapter 2: Functions of a committee
- 10.2Functions of a committee
- 3Membership and formalities of formation of a committee
- Number of members of a committee
- 10.3Article 10.3
- 10.4Eligibility for membership of creditors' or liquidation committee
- 10.5Establishment of committees
- 10.6Liquidation committee established by contributories
- 10.7Notice of change of membership of a committee
- 10.8Vacancies: creditor members of creditors' or liquidation committee
- 10.9Vacancies: contributory members of liquidation committee
- 10.10Resignation
- 10.11Termination of membership
- 10.12Removal
- 10.13Cessation of liquidation committee in a winding up when creditors are paid in full
- 4Meetings of Committee
- 10.14Meetings of committee
- 10.15The chair at meetings
- 10.16Quorum
- 10.17Committee members' representatives
- 10.18Voting rights and resolutions
- 10.19Resolutions by correspondence
- 10.20Remote attendance at meetings of committee
- 10.21Procedure for requests that a place for a meeting should be specified
- 5Supply of information by the office-holder to the committee
- Notice requiring office-holder to attend the creditors' committee (receivership: section 68(2))
- 10.22Article 10.22
- 10.23Office-holder's obligation to supply information to the committee (winding up)
- 6Miscellaneous
- 10.24Expenses of members etc.
- 10.25Dealings by committee members and others: winding up
- 10.26Dealings by committee members and others: receivership
- 10.27Formal defects
- 10.28Special rule for winding up by the court: functions vested in the court
- 7Winding up by the court following an administration
- Continuation of creditors' committee
- 10.29Article 10.29
- 11THE EU REGULATION
- 11.1Interpretation of this Part Repealed
- 11.2Conversion into other winding up proceedings: application Repealed
- 11.3Conversion into winding up proceedings: court order Repealed
- 11.4Confirmation of creditors' voluntary winding up: application
- 11.5Confirmation of creditors' voluntary winding up: court order
- 11.6Confirmation of creditors' voluntary winding up: notice to member State liquidator Repealed
- 11.7Proceedings in another member State: duty to give notice Repealed
- 11.8Member State liquidator: rules on creditors' participation in proceedings Repealed
- 11.9Main proceedings in Scotland: undertaking in respect of assets in another member State (Article 36 of the EU Regulation) Repealed
- 11.10Main proceedings in another member State: approval of undertaking offered by the member State liquidator to local creditors in the UK Repealed
- 11.11Powers of a liquidator, provisional liquidator or member State liquidator in proceedings concerning members of a group of companies (Article 60 of the EU Regulation) Repealed
- 11.12Group coordination proceedings (Section 2 of Chapter 5 of the EU Regulation) Repealed
- 11.13Group coordination order (Article 68 of the EU Regulation) Repealed
- 11.14Delivery of group coordination order to registrar of companies Repealed
- 11.15Liquidator or provisional liquidator's report Repealed
- 11.16Publication of opening of proceedings by a member State liquidator Repealed
- 11.17Statement by member State liquidator that insolvency proceedings in another member State are closed etc. Repealed
- 12PERMISSION TO ACT AS DIRECTOR ETC. OF COMPANY WITH A PROHIBITED NAME (SECTION 216)
- 12.1Preliminary
- 12.2Application for permission under section 216(3)
- 12.3Power of court to call for liquidator's report
- 12.4First excepted case
- 12.5Statement as to the effect of the notice under rule 12.4(2)
- 12.6Second excepted case
- 12.7Third excepted case
- Signature
- Schedule 1: Revocations
- 1Paragraph 1
- Schedule 2: Transitional and savings provisions
- 1General
- 2Requirement for office-holder to provide information to creditors on opting out
- 3Electronic communication
- 4Statements of affairs
- 5Savings in respect of meetings taking place on or after the commencement date and resolutions by post
- 6Savings in respect of final meetings taking place on or after the commencement date
- 7Progress reports and statements to the registrar of companies
- 8Foreign currency
- 9General powers of liquidator
- 10Accounting periods
- 11Applications before the court
- 12Forms
- 13Insolvency registers
- 14Savings in respect of special insolvency rules: limited liability partnerships
- Schedule 3Punishment of offences under these Rules
- Schedule 4: Information to be included in the sederunt book
- Part: Receivership
- 1Paragraph 1
- 2Paragraph 2
- 3Paragraph 3
- 4Paragraph 4
- 5Paragraph 5
- Part: Winding up
- 6Paragraph 6
- 7Paragraph 7
- 8Paragraph 8
- 9Paragraph 9
- 10Paragraph 10
- 11Paragraph 11
- 12Paragraph 12
- 13Paragraph 13
- 14Paragraph 14
- 15Paragraph 15
- 16Paragraph 16
- 17Paragraph 17
- 18Paragraph 18
- 19Paragraph 19
- 20Paragraph 20
- Part
- Chapter: Common parts
- 21Paragraph 21
- 22Paragraph 22
- 23Paragraph 23
- 24Paragraph 24
- 25Paragraph 25
- 26Paragraph 26
- 27Paragraph 27
- 28Paragraph 28
- 29Paragraph 29
- 30Paragraph 30
- 31Paragraph 31
- 32Paragraph 32
- 33Paragraph 33
- 34Paragraph 34
- 35Paragraph 35
- 36Paragraph 36
- Explanatory note