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Annex General Meetings

December 2008 

Introduction

1. Who may call a general meeting?

Only the trustee in a bankruptcy, liquidator in a company or the official receiver can call a general meeting but note that a general meeting of creditors may also be requisitioned by 10% of creditors in value( see Case Help Manual part : Meetings - Requisitioned Meetings). The person summoning a general meeting is called "the convenor". The rest of this part assumes that the official receiver is the convenor. 

2. What is a general meeting for?

A general meeting may be held because the official receiver wants to obtain the opinion of the creditors or (in a company) contributories on any matter relating to the administration of the insolvency. The most common reason for the official receiver to call a general meeting is to consider an appointment of an Insolvency Practitioner (IP) where an application to the Secretary of State is inappropriate.

It should be noted however, that general meetings are rare.

3. When can a general meeting be held?

A general meeting may be held at any time. 

4. Who is told about the meeting?

The official receiver must inform all known creditors where a general meeting is to be held. The bankrupt (and contributories in liquidation) should also be notified of a general meeting but it is not necessary to inform the court. For a general meeting where the petition was presented before 6 April 2009 there is no requirement to advertise the meeting unless the convenor thinks fit.

For a general meeting in a company case where the petition was presented on or after 6 April 2009, the official receiver is required to publish notice of the meeting in the London Gazette. However, in a bankruptcy case there is no obligation to publish notice in the Gazette unless the official receiver thinks fit. There are London Gazette Word templates available for use, click HERE for a winding up and click HERE for a bankruptcy.

For more information see CHM part – Publication of insolvency information.

5. Does the bankrupt or company officer have to attend?

They should only attend when requested by the official receiver. 

6. What notices and forms are sent out?

The official receiver is required to send notice of a general meeting (form NGM (Notice of General Meeting) to all known creditors (or contributories) and the bankrupt. The notice must tell the creditors (or contributories) why the meeting is being held.

Creditors and contributories are also sent proxy forms to enable them to vote at the meeting, and those creditors who have not already proved are sent a further proof of debt to enable them to do so. If a creditor has not proved he/she will not be able to vote at the meeting.

If the official receiver wants a bankrupt/company officer to attend the meeting a notice stating this should be sent irrespective of whether notice of the meeting has already been given as a creditor or contributory. Using form NMBO (Notice of Meeting to bankrupt or officers).

7. How is the procedure for a general meeting different from that of a first meeting?

The differences in procedure are:

  1. the official receiver does not have to advertise the meeting if the petition was presented before 6 April 2009 (see Introduction paragraph iv)
  2. the court are not told of the outcome of the meeting. Where an IP is appointed as a result of the meeting the court is notified of their appointment when the appropriate certificate of appointment is filed at court

 Notes:

  1. To enable the general meeting decision to be entered into LOIS, either the first meeting must have been held and closed or notice of no meeting must have been given (CA21).
  2. When preparing the proofs and proxies it is important that they state that this is a general meeting and that the last date for lodging proofs is correct.
  3. There will usually be some correspondence or notes on the file relating to the purpose of the meeting. An example of this would be where a valuation of a property is higher than the official receiver believed, or property has been discovered which had not been disclosed. This should be included in the meetings papers given to the chairman prior to the day of the meeting.

 

Where can I find out more?

Insolvency Rules

6.81 and 4.54

Insolvency Act 1986

Sections 168 and 294

Technical Manual

Chapter 5 – Publication of insolvency information  

Chapter 16 - Meetings

Case Help Manual

Meetings - Requisitioned Meetings

Insolvency Practitioners – Handover to IP

Insolvency Service Publication: A Guide For Creditors

Publication of insolvency information

LOIS Workbooks - Meetings Process

Forms to be used:

London Gazette (Word template) – company - click HERE

London Gazette (Word template) – bankruptcy - click HERE

NGM -  Notice of General Meeting

NMBO -  Notice of Meeting to bankrupt and officers

POD -  Proof of Debt form

PROXY -  Proxy form


Click HERE to view the flowchart for General Meetings
 

Procedure

LOIS screen references are given in brackets e.g. (DO73)

Receipt

1. Receive instruction that a general meeting is to be held together with a note of the purpose for holding the meeting.

2. Ensure that list of creditors is complete on (CA31).

Notices

3. Fix meeting date, allowing 28 days for posting the notices. The creditors and bankrupt must receive their notices at least 21 days before the meeting.

4. Enter the general meeting date on LOIS (CA21) and diarise the meeting date according to local office practice.

When preparing general meeting notices confirm the following:

5. The notices must contain the reason why the meeting is being called.

6. Check where the meeting is to be held. Unless you are told otherwise it will be at the official receivers office. If not, amend the location appropriately on LOIS (CA21).

7. Confirm whether or not the bankrupt/company officer(s) is to attend and issue form NMBO.  

8. Attach a proof of debt form (POD) and Proxy voting form (PROXY) to each notice sent to creditors (NGM). In company cases you will need to establish whether or not the contributories are to be sent a POD and/or PROXY. If in any doubt the examiner will confirm this.

After the notices have been sent

9. Deal with proxies and additional proofs as they arrive ensuring that LOIS is regularly updated (CA21). For more information please refer to the Case Help Manual part: Proofs and Proxies.

Day before the meeting

10. If anyone other than the official receiver or assistant official receiver is to be chairman of the meeting:

  • amend LOIS (CA21, PU232) where possible, and
  • prepare and print 2 copies of form MAC (Meetings, Appoint Chairman) which must be signed by the assistant official receiver or official receiver (DO73). File one copy at court, the other will remain on the office file.

11. After the deadline for lodging proofs has passed, usually 12 noon on the working day before the meeting, ensure that creditors details on LOIS are complete, with all the claims and proxies recorded (CA31).

12. Print out the MAL for the creditors meeting with a copy to record attendees, if required.

13. Hand the meeting papers to the Chairman. This will contain:

  1. One copy of the MAL
  2. All proofs and proxies in the order in which they appear in the MAL
  3. List of creditors and/or contributories and statement of affairs if appropriate
  4. Several copies of the report to creditors
  5. Any correspondence or notes relating to the purpose of the meeting

14. Confirm whether the chairman would like the bankrupt or company officer to be present at the meeting or in attendance but waiting elsewhere.

Day of the Meeting

15. Note the attendees on the copy form MAL (where appropriate).

Tell the bankrupt/company officer (if attending) whether they are to be present in the meeting or waiting elsewhere.

16. At the appointed time pass copy MAL.

After the Meeting

17. After confirming with the chairman, ensure that the bankrupt/company officer is told of the outcome of the meeting and that they may now leave.

18. If the meeting has been adjourned:

  • Enter date and time of adjourned meeting on LOIS (CA21 and PU232) and diarise.
  • In the period up to the adjourned meeting, update LOIS with any additional proofs and proxies (CA31). Print a further copy of MAL (DO73) if needed and pass to chairman with meeting papers on the day before the adjourned meeting date.
  • Follow the procedure again from step 11. above.

19. If the meeting has been closed note meeting closed on LOIS (CA21).

20. If an IP was appointed as a result of the meeting, enter the IP's details on LOIS (CA23) and prepare the appropriate forms for their appointment and arrange for the case to be handed over. For more information on this procedure please refer to the Case Help Manual part: Insolvency Practitioners – Handover to IP.

21. Ensure that all the papers relating to the general meeting and its outcome are filed carefully on the office file.