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The Insolvency (Scotland) (Company Voluntary Arrangements and Administration) Rules 2018

S.I. 2018/1082 · Made 11 October 2018 · Extends to Scotland

Up to date with all changes known to legislation.gov.uk, revised to 1 October 2021.

Insolvency, Scotland

Companies, Scotland

Made 11th October 2018

Laid before Parliament 15th October 2018

Coming into force 6th April 2019

The Secretary of State makes the following Rules in exercise of the power conferred by section 411(1)(b), (2) and (2A) of the Insolvency Act 1986 M1.

The Scottish Ministers have consented to these Rules in accordance with Article 5(2) of the Scotland Act 1998 (Insolvency Functions) Order 2018 M2.

Annotations to the whole text

Marginal citations

M1

1986 c.45. Section 411 was amended by S.I. 2007/2194, the Banking Act 2009 (c.1), sections 125 and 160 and S.I. 2009/1941. Other amendments have been made to section 411 but these are not relevant to this instrument.

M2

S.I. 2018/174. Rules 1.33, 1.34 and 7.2 make provision which relates to winding up and which therefore requires the consent of the Scottish Ministers in accordance with Article 5(2) of S.I. 2018/174.

Contents

  1. Part: INTRODUCTORY RULES
  2. 1Citation and Commencement
  3. 2Revocations
  4. 3Extent and application
  5. 4Transitional and savings provisions
  6. 5Punishment of offences
  7. 6Review
  8. Part 1: SCOPE, INTERPRETATION, TIME AND RULES ABOUT DOCUMENTS
  9. Chapter 1: Scope of these Rules
  10. 1.1Scope
  11. 2Interpretation
  12. 1.2Defined terms
  13. Chapter 3: Calculation of time periods
  14. 1.3Periods of time expressed in days
  15. 1.4Periods of time expressed in months
  16. Chapter 4: Form and content of documents
  17. 1.5Requirement for writing and form of documents
  18. 1.6Authentication
  19. 1.7Information required to identify persons and insolvency proceedings etc.
  20. 1.8Reasons for stating whether proceedings are or will be COMI proceedings, establishment proceedings etc.
  21. 1.9Prescribed format of documents
  22. 1.10Variations from prescribed contents
  23. 5Standard contents of Gazette notices and the Gazette as evidence etc.
  24. 1.11Contents of notices to be gazetted under the Act or Rules
  25. 1.12Standard contents of Gazette notices
  26. 1.13The Gazette: evidence, variations, errors and timing
  27. 6Standard contents of notices advertised otherwise than in the Gazette
  28. 1.14Standard contents of notices advertised otherwise than in the Gazette
  29. 1.15Non-Gazette notices: clear and comprehensible
  30. 7Standard contents of documents to be delivered to the registrar of companies
  31. 1.16Standard contents of documents delivered to the registrar of companies
  32. 1.17Registrar of companies: covering notices
  33. 1.18Standard contents of all documents
  34. 1.19Standard contents of documents relating to the office of office-holders
  35. 1.20Standard contents of documents relating to other documents
  36. 1.21Standard contents of documents relating to court orders
  37. 1.22Standard contents of returns or reports of decisions
  38. 1.23Standard contents of returns or reports of matters considered by company members by written resolution
  39. 1.24Standard contents of documents relating to other events
  40. 8Standard contents of notices for delivery to other persons etc.
  41. 1.25Standard contents of notices to be delivered to persons other than the registrar of companies
  42. 1.26Standard contents of all notices
  43. 1.27Standard contents of notices relating to the office of office-holders
  44. 1.28Standard contents of notices relating to documents
  45. 1.29Standard contents of notices relating to court proceedings or orders
  46. 1.30Standard contents of notices of the results of decisions
  47. 1.31Standard contents of returns or reports of matters considered by company members by written resolution
  48. Chapter 9: Delivery of documents and opting out (sections 246C and 248A )
  49. Application of Chapter
  50. 1.32Article 1.32
  51. 1.33Delivery to the creditors and opting out
  52. 1.34Creditor's election to opt out
  53. 1.35Office-holder to provide information to creditors on opting out
  54. 1.36Delivery of documents to authorised recipients
  55. 1.37Delivery of documents to joint office-holders
  56. 1.38Postal delivery of documents
  57. 1.39Delivery by document exchange
  58. 1.40Personal delivery of documents
  59. 1.41Electronic delivery of documents
  60. 1.42Electronic delivery of documents to the court
  61. 1.43Electronic delivery by office-holders
  62. Use of website by office-holder to deliver a particular document (section 246B )
  63. 1.44Article 1.44
  64. 1.45General use of website to deliver documents
  65. 1.46Retention period for documents made available on websites
  66. 1.47Proof of delivery of documents
  67. 1.48Delivery of statements of claim and documentary evidence of debt
  68. Chapter 10: Inspection of documents, copies and provision of information
  69. 1.49Right to copies of documents
  70. 1.50Charges for copies of documents provided by the office-holder
  71. 1.51Offence in relation to inspection of documents
  72. 1.52Right to list of creditors
  73. 1.53Confidentiality of documents: grounds for refusing inspection
  74. 1.54Sederunt book
  75. 1.55Transfer and disposal of company's books, papers and other records
  76. Chapter 11: Formal defects
  77. 1.56Power to cure defects in procedure
  78. 1.57Formal defects
  79. Part 1A: MORATORIUM
  80. Preliminary
  81. 1A.1Application of Part 1A
  82. CHAPTER 2Obtaining moratorium by lodging notice at court
  83. 1A.2Application of Chapter
  84. 1A.3Obtaining a moratorium by lodging document at court (section A3)
  85. 1A.4The relevant documents: standard contents and requirements (section A6)
  86. 1A.5The relevant documents: further requirements relating to the proposed monitor’s statement and consent to act (section A6(1)(b))
  87. CHAPTER 3Obtaining a moratorium by application to the court
  88. 1A.6Application of Chapter
  89. 1A.7Moratorium application (sections A4 and A5)
  90. 1A.8The relevant documents: standard contents and requirements (section A6)
  91. 1A.9The relevant documents: further requirements relating to the monitor’s statement and consent to act (section A6(1)(b))
  92. CHAPTER 4Obligations to notify where moratorium comes into force
  93. 1A.10Notice given by monitor where moratorium comes into force: standard contents and requirements
  94. CHAPTER 5Extending moratorium by lodging notice at court
  95. 1A.11Application of Chapter
  96. 1A.12Extending a moratorium by lodging a notice at court (sections A10 and A11): notice of extension
  97. 1A.13Documents lodged with the court under sections A10(1) or A11(1) of the Act: standard contents and requirements
  98. CHAPTER 6Extending moratorium by application to the court
  99. 1A.14Application of Chapter
  100. 1A.15Extending a moratorium by application to the court (section A13)
  101. 1A.16Documents lodged with the court under section A13(2): standard contents and requirements
  102. CHAPTER 7Notices about change in the end of moratorium
  103. 1A.17Notification by directors to the monitor under section A17(1) of the Act: standard contents and requirements
  104. 1A.18Notification by the monitor to the relevant persons under section A17(2) or (3) of the Act: standard contents and requirements
  105. CHAPTER 8Notification by directors of insolvency proceedings
  106. 1A.19Notification by directors to the monitor of insolvency proceedings (section A24)
  107. CHAPTER 9Termination of moratorium by monitor
  108. 1A.20Notice bringing the moratorium to an end (section A38)
  109. 1A.21Debts that are to be disregarded for the purpose of section A38(1)(d) of the Act
  110. CHAPTER 10Replacement of monitor or appointment of additional monitor
  111. 1A.22Replacement or additional monitor’s statement and consent to act: standard contents and requirements (section A39(4))
  112. 1A.23Notice to be given by monitor of replacement of monitor or appointment of additional monitor (section A39(8))
  113. CHAPTER 11Challenges to monitor remuneration
  114. 1A.24Challenges to monitor’s remuneration in subsequent insolvency proceedings
  115. CHAPTER 12Disposal of property
  116. 1A.25Notice where the court grants permission under section A31 or A32
  117. CHAPTER 13Claims by creditors
  118. 1A.26Application and interpretation of Chapter
  119. 1A.27Submission of claims
  120. 1A.28Amount which may be claimed generally
  121. 1A.29Debts depending on contingency
  122. 1A.30Secured debts
  123. 1A.31Claims in foreign currency
  124. Part 2: COMPANY VOLUNTARY ARRANGEMENTS
  125. Chapter 1: Preliminary
  126. 2.1Interpretation
  127. 2The proposal for a CVA (section 1)
  128. 2.2Proposal for a CVA: general principles and amendment
  129. 2.3Proposal: contents
  130. 3Procedure for a CVA ...
  131. 2.4Procedure for proposal where the nominee is not the liquidator or the administrator (section 2)
  132. 2.5Statement of affairs (section 2(3))
  133. 2.6Application to omit information from statement of affairs delivered to creditors
  134. 2.7Additional disclosure for assistance of nominee where nominee is not the liquidator or administrator
  135. 2.8Nominee's report on proposal where the nominee is not the liquidator or administrator (section 2(2))
  136. 2.9Replacement of nominee (section 2(4))
  137. 4Procedure for a CVA with a Moratorium
  138. 2.10Statement of affairs (paragraph 6(1)(b) of Schedule A1) Repealed
  139. 2.11Application to omit information from a statement of affairs Repealed
  140. 2.12The nominee's statement (paragraph 6(2) of Schedule A1) Repealed
  141. 2.13Documents lodged with court to obtain moratorium (paragraph 7(1) of Schedule A1) Repealed
  142. 2.14Notice and advertisement of beginning of moratorium Repealed
  143. 2.15Notice of continuation of moratorium where physical meeting of creditors is summoned (paragraph 8(3B) of Schedule A1) Repealed
  144. 2.16Notice of decision extending or further extending a moratorium (paragraph 36 of Schedule A1) Repealed
  145. 2.17Notice of court order extending, further extending, renewing or continuing a moratorium (paragraph 34(2) of Schedule A1) Repealed
  146. 2.18Advertisement of end of a moratorium (paragraph 11(1) of Schedule A1) Repealed
  147. 2.19Disposal of secured property etc. during a moratorium Repealed
  148. 2.20Withdrawal of nominee's consent to act (paragraph 25(5) of Schedule A1) Repealed
  149. 2.21Application to the court to replace the nominee (paragraph 28 of Schedule A1) Repealed
  150. 2.22Notice of appointment of replacement nominee Repealed
  151. 2.23Applications to court to challenge nominee's actions etc. (paragraphs 26 and 27 of Schedule A1) Repealed
  152. 5Consideration of the proposal by the company members and creditors
  153. 2.24Consideration of proposal: common requirements (section 3)
  154. 2.25Members' consideration at a meeting
  155. 2.26Creditors' consideration by a decision procedure
  156. 2.27Timing of decisions on proposal
  157. 2.28Creditors' approval of modified proposal Repealed
  158. 2.29Notice of members' meeting and attendance of officers
  159. 2.30Requisition of physical meeting by creditors
  160. 2.31Non-receipt of notice by members
  161. 2.32Proposal for alternative supervisor
  162. 2.33Chair at meetings
  163. 2.34Members' voting rights
  164. 2.35Requisite majorities of members
  165. 2.36Notice of order made under section 4A(6) ...
  166. 2.37Report of consideration of proposal under section 4(6) and (6A) ...
  167. Chapter 6
  168. Additional matters concerning and following approval of CVA
  169. 2.38Handover of property etc. to supervisor
  170. 2.39Revocation or suspension of CVA
  171. 2.40Supervisor's accounts and reports
  172. 2.41Production of accounts and records to Secretary of State
  173. 2.42Fees and expenses
  174. 2.43Termination or full implementation of CVA
  175. 7Time recording information
  176. 2.44Provision of information
  177. Part 3: ADMINISTRATION
  178. 1Interpretation for this Part
  179. 3.1Interpretation for Part 3
  180. 3.2Proposed administrator's statement and consent to act
  181. 2Appointment of administrator by Court
  182. 3.3Administration application (paragraph 12 of Schedule B1)
  183. 3.4Administration application made by the directors
  184. 3.5Administration application by the supervisor of a CVA
  185. 3.6Application
  186. 3.7Notice to messengers-at-arms or sheriff officers
  187. 3.8Notice of other insolvency proceedings
  188. 3.9Intervention by holder of a qualifying floating charge (paragraph 36(1)(b) of Schedule B1)
  189. 3.10The hearing
  190. 3.11The order
  191. 3.12Order on an application under paragraph 37 or 38 of Schedule B1
  192. 3.13Notice of administration order
  193. 3.14Notice of dismissal of application for an administration order
  194. 3.15Expenses allowed by the court
  195. 3Appointment of administrator by holder of floating charge
  196. 3.16Notice of intention to appoint
  197. 3.17Notice of appointment
  198. 3.18Lodging of notice with the court
  199. 3.19Appointment by floating charge holder after administration application made
  200. 3.20Appointment taking place out of court business hours: procedure
  201. 3.21Appointment taking place out of court business hours: content of notice
  202. 3.22Appointment taking place out of court business hours: legal effect
  203. 4Appointment of administrator by company or directors
  204. 3.23Notice of intention to appoint
  205. 3.24Notice of appointment after notice of intention to appoint
  206. 3.25Notice of appointment without prior notice of intention to appoint
  207. 3.26Notice of appointment: lodging with the court
  208. 5Notice of administrator's appointment
  209. 3.27Publication of administrator's appointment
  210. 6Statement of affairs
  211. 3.28Interpretation
  212. Statement of affairs: notice requiring and delivery to the administrator (paragraph 47(1) of Schedule B1)
  213. 3.29Article 3.29
  214. 3.30Statement of affairs: content (paragraph 47 of Schedule B1)
  215. 3.31Statement of affairs: statement of concurrence
  216. 3.32Statement of affairs: registrar of companies
  217. 3.33Statement of affairs: release from requirement and extension of time
  218. 3.34Statement of affairs: expenses
  219. 7Administrator's proposals
  220. 3.35Administrator's proposals: additional content
  221. 3.36Administrator's proposals: statement of pre-administration costs
  222. 3.37Advertising administrator's proposals and notices of extension of time for delivery of proposals (paragraph 49 of Schedule B1)
  223. 3.38Seeking approval of the administrator's proposals
  224. 3.39Invitation to creditors to form a creditors' committee
  225. 3.40Notice of extension of time to seek approval
  226. 3.41Notice of the creditors' decision on the administrator's proposals (paragraph 53(2))
  227. 3.42Administrator's proposals: revision
  228. 3.43Notice of result of creditors' decision on revised proposals (paragraph 54(6))
  229. 8Limited disclosure of statements of affairs and proposals
  230. 3.44Application of Chapter
  231. 3.45Orders limiting disclosure of statement of affairs etc.
  232. 3.46Order for disclosure by administrator
  233. 3.47Discharge or variation of order for limited disclosure
  234. 3.48Publication etc. of statement of affairs or statements of proposals
  235. 9Disposal of secured property
  236. 3.49Disposal of secured property
  237. 10Expenses of the Administration
  238. 3.50Expenses
  239. 3.51Order of priority
  240. 3.51APriority of moratorium debts in subsequent administration
  241. 3.52Pre-administration costs
  242. 11Extension and ending of administration
  243. 3.53Interpretation
  244. 3.54Application to extend an administration and extension by consent (paragraph 76(2) of Schedule B1)
  245. 3.55Notice of automatic end of administration (paragraph 76 of Schedule B1)
  246. 3.56Notice of end of administration when purposes achieved (paragraph 80(2) of Schedule B1)
  247. 3.57Administrator's application for order ending administration (paragraph 79 of Schedule B1)
  248. 3.58Creditors' application for order ending administration (paragraph 81 of Schedule B1)
  249. 3.59Notice by administrator of court order
  250. 3.60Moving from administration to creditors' voluntary winding up (paragraph 83 of Schedule B1)
  251. 3.61Moving from administration to dissolution (paragraph 84 of Schedule B1)
  252. 12Replacing the administrator
  253. 3.62Grounds for resignation
  254. 3.63Notice of intention to resign
  255. 3.64Notice of resignation (paragraph 87 of Schedule B1)
  256. 3.65Application to court to remove administrator from office
  257. 3.66Notice of vacation of office when administrator ceases to be qualified to act
  258. 3.67Deceased administrator
  259. 3.68Application to replace
  260. 3.69Appointment of replacement or additional administrator
  261. 3.70Administrator's duties on vacating office
  262. 13Creditors' Committees
  263. 3.71Scope
  264. 3.72Functions of a creditors' committee
  265. 3.73Number of members of a creditors' committee
  266. 3.74Eligibility for membership of creditors' committee
  267. 3.75Establishment of creditors' committees
  268. 3.76Notice of change of membership of a committee
  269. 3.77Vacancies: members of creditors' committee
  270. 3.78Resignation
  271. 3.79Termination of membership
  272. 3.80Removal
  273. 3.81Meetings of creditors' committee
  274. 3.82The chair at meetings
  275. 3.83Quorum
  276. 3.84Committee members' representatives
  277. 3.85Voting rights and resolutions
  278. 3.86Resolutions by correspondence
  279. 3.87Remote attendance at meetings of creditors' committee
  280. 3.88Procedure for requests that a place for a meeting should be specified
  281. Notice requiring administrator to attend the creditors' committee (paragraph 57(3)(a) of Schedule B1)
  282. 3.89Article 3.89
  283. 3.90Expenses of members etc.
  284. 3.91Dealings by creditors' committee members and others
  285. 3.92Formal defects
  286. Chapter 14: Reporting and Remuneration
  287. 3.93Progress reports
  288. 3.94Progress reports: content
  289. 3.95Administrator's outlays and remuneration: claims
  290. 3.96Administrator's outlays and remuneration: determination
  291. 3.97Administrator's remuneration: basis of remuneration
  292. 3.98Former administrator's outlays and remuneration
  293. 3.99Appeal against fixing of remuneration.
  294. 3.100Creditor's claim that remuneration is excessive
  295. 3.101Remuneration of joint administrators
  296. Chapter 15: Claims by and distributions to Creditors
  297. 3.102Application and interpretation of Chapter
  298. 3.103Payments of dividends
  299. 3.104New administrator appointed
  300. 3.105Submission of claims
  301. 3.106False claims or evidence
  302. 3.107Evidence of claims
  303. 3.108Adjudication of claims
  304. 3.109Entitlement to draw a dividend
  305. 3.110Liabilities and rights of obligants
  306. 3.111Amount which may be claimed generally
  307. 3.112Debts depending on contingency
  308. 3.113Secured debts
  309. 3.114Claims in foreign currency
  310. 3.115Order of priority in distribution
  311. 3.116Order of priority of expenses of administration
  312. 3.117Estate to be distributed in respect of the accounting periods
  313. 3.118Small debts
  314. 3.119Contents of notice to be delivered to creditors owed small debts etc.
  315. 4BLOCK TRANSFER OF PROCEEDINGS
  316. 4.1Power to make a block transfer order
  317. 4.2Application for a block transfer order
  318. 4.3Action following application for a block transfer order
  319. Part 5: DECISION MAKING
  320. Chapter 1: Application of Part
  321. 5.1Application of Part
  322. 2Decision procedures
  323. 5.2Interpretation
  324. The prescribed decision procedures
  325. 5.3Article 5.3
  326. 5.4Electronic voting
  327. 5.5Virtual meetings
  328. 5.6Physical meetings
  329. Deemed consent
  330. 5.7Article 5.7
  331. 3Notices, voting and venues for decisions
  332. 5.8Notices to creditors of decision procedure
  333. 5.9Voting in a decision procedure
  334. 5.10Venue for the decision procedure
  335. Notice of decision procedures or of seeking deemed consent: when and to whom delivered
  336. 5.11Article 5.11
  337. 5.12Notice of decision procedure by advertisement only
  338. 5.13Gazetting and advertisement
  339. 5.14Notice to company officers in respect of meetings
  340. 5.15Non-receipt of notice of decision
  341. 5.16Decisions on remuneration and conduct
  342. 4Requisitioned decisions
  343. Requisitions of decision
  344. 5.17Article 5.17
  345. 5.18Expenses and timing of requisitioned decision
  346. Chapter 5: Constitution of Meetings
  347. 5.19Quorum at meetings
  348. 5.20Chair at meetings
  349. 5.21The chair – attendance, interventions and questions
  350. Chapter 6: Adjournment and suspension of meetings
  351. 5.22Adjournment by chair
  352. 5.22AAdjournment of meeting in, or for the purpose of, a moratorium under Part A1 of the Act
  353. 5.23Adjournment in absence of chair
  354. 5.24Statements of claim and documentary evidence of debt in adjournment
  355. 5.25Suspension
  356. 7Creditors' voting rights and majorities
  357. 5.26Creditors' voting rights
  358. 5.27Claim made in proceedings in other member States Repealed
  359. 5.28Calculation of voting rights
  360. 5.29Calculation of voting rights: hire-purchase agreements
  361. 5.30Procedure for admitting creditors' claims for voting
  362. 5.31Requisite majorities
  363. 5.32Appeals against decisions under this Chapter
  364. 8Exclusions from meetings
  365. 5.33Action where person excluded
  366. 5.34Indication to excluded person
  367. 5.35Complaint
  368. Chapter 9: Records
  369. 5.36Record of a decision
  370. Chapter 10: Company meetings
  371. 5.37Company meetings in administration
  372. 5.38Remote attendance: notification requirements
  373. 5.39Location of company meetings
  374. 5.40Action where person excluded
  375. 5.41Indication to excluded person
  376. 5.42Complaint
  377. 6PROXIES AND CORPORATE REPRESENTATION
  378. 6.1Application and interpretation
  379. 6.2Specific and continuing proxies
  380. 6.3Blank proxy
  381. 6.4Use of proxies
  382. 6.5Use of proxies by the chair
  383. 6.6Right of inspection and delivery of proxies
  384. 6.7Proxy-holder with financial interest
  385. Resolution conferring authorisation to represent corporation
  386. 6.8Article 6.8
  387. 7THE EU REGULATION Repealed
  388. 7.1Interpretation of this Part Repealed
  389. 7.2Conversion into winding up proceedings: application Repealed
  390. 7.3Conversion into winding up proceedings: court order Repealed
  391. 7.4Proceedings in another member State: duty to give notice Repealed
  392. 7.5Member State liquidator: rules on creditors' participation in proceedings Repealed
  393. 7.6Main proceedings in Scotland: undertaking by office-holder in respect of assets in another member State (Article 36 of the EU Regulation) Repealed
  394. 7.7Main proceedings in another member State: approval of undertaking offered by the member State liquidator to local creditors in the UK Repealed
  395. 7.8Powers of an office-holder or member State liquidator in proceedings concerning members of a group of companies (Article 60 of the EU Regulation) Repealed
  396. 7.9Group coordination proceedings (section 2 of Chapter 5 of the EU Regulation) Repealed
  397. 7.10Group coordination order (Article 68 of the EU Regulation) Repealed
  398. 7.11Delivery of group coordination order to registrar of companies Repealed
  399. 7.12Office-holder's report Repealed
  400. 7.13Publication of opening of proceedings by a member State liquidator Repealed
  401. 7.14Statement by member State liquidator that insolvency proceedings in another member State are closed etc. Repealed
  402. Signature
  403. Schedule 1: REVOCATIONS
  404. Paragraph
  405. Schedule 2: TRANSITIONAL AND SAVINGS PROVISIONS
  406. 1General
  407. 2Requirement for office-holder to provide information to creditors on opting out
  408. 3Electronic communication
  409. 4Statement of affairs
  410. 5Savings in respect of meetings to be held on or after the commencement date and resolutions by correspondence
  411. 6Progress reports and statements to the registrar of companies
  412. 7Foreign currency
  413. 8CVA moratoria Repealed
  414. 9Applications before the court
  415. 10Forms
  416. 11Administrations commenced before 15th September 2003
  417. 12Savings in respect of special insolvency rules: limited liability partnerships
  418. Schedule 3PUNISHMENT OF OFFENCES UNDER THESE RULES
  419. Schedule 4: INFORMATION TO BE INCLUDED IN THE SEDERUNT BOOK
  420. Part 1
  421. 1Paragraph 1
  422. Part 3
  423. 2Paragraph 2
  424. 3Paragraph 3
  425. 4Paragraph 4
  426. 5Paragraph 5
  427. 6Paragraph 6
  428. 7Paragraph 7
  429. 8Paragraph 8
  430. 9Paragraph 9
  431. 10Paragraph 10
  432. Part 5
  433. 11Paragraph 11
  434. 12Paragraph 12
  435. Part 6
  436. 13Paragraph 13
  437. Explanatory note