July 2010

Introduction

1. Transitional Provisions

The Insolvency (Amendment) Rules 2010 came into force on 6 April 2010 and apply to all cases where the date of presentation of the petition was on or after 6 April 2010 (unless in a company case there was a voluntary winding up resolution or an administration prior to that date). For these cases this Case Help Manual part applies.

For winding up and bankruptcy cases where the petition was presented before 6 April 2010 (or in company cases where there was a voluntary winding up resolution or administration before 6 April 2010) the ‘old’ version of the rules will continue to apply, and the previous version of this Case Help manual (CHM) part (General Meetings – December 2008) may be followed. To view this CHM part click HERE. 

2. 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 (and contributories) may also be requisitioned by the creditors (see Case Help Manual part: Meetings - Requisitioned Meetings). The person summoning a general meeting is called "the convener". The rest of this part assumes that the official receiver is the convener. 

3. 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 contributories (in a liquidation) 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.

4. When can a general meeting be held?

A general meeting may be held at any time. 

5. Who is told about the meeting?

The official receiver must inform all known creditors where a general meeting of creditors is to be held and all known contributories where a general meeting of contributories is to be held. The bankrupt and appropriate company personnel must also be notified of a general meeting.

The official receiver is required to publish a notice of the meeting in the London Gazette. The Insolvency (Amendment) Rules 2010 has specified the content of these notices. There are Word templates available for use, and these can be found in the ‘Forms to be used’ section. These forms should be completed fully to comply with the content requirements of the rules. For further information please see the CHM: Publication of Insolvency Information.

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

They should only attend when requested by the official receiver. The official receiver must give 14 days notice of the meeting and the form NBMO (Notice of Meeting to bankrupt or officers) will state whether or not attendance is required.

7. 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), the bankrupt and appropriate company personnel. The notice must tell the creditors (or contributories) why the meeting is being held.

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

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

8. Electronic delivery of meeting notices and use of websites

The Insolvency (Amendment) Rules 2010 introduced provisions which permit the official receiver to send his or her notice of meetings to creditors and contributories by electronic means, provided that the intended recipient has consented to electronic delivery and has provided an electronic address for delivery. The official receiver may also satisfy his or her requirement to give notice of a meeting to creditors and/or contributories by the notice being available for viewing or downloading on a website. For further information see the CHM: Calling a Meeting

9. How much notice is given of a general meeting?

Creditors, contributories (in companies), the bankrupt and where appropriate company officers, must be given no less than 14 days notice of the meeting.

In practice, taking into account any postal methods, this means sending out the notices no less than 21 days before the meeting is to be held. 

10. Where is the meeting held?

The meeting is generally held at the official receiver’s office. However, the Insolvency (Amendment) Rules 2010 introduced provisions that allow the official receiver to hold meetings remotely. This may be done for example via the use of a telephone conference system or by accessing a web-based forum. For more information regarding remote meetings please see the TM Chapter 16 – Meetings Part 12.

11. What are the time limits for lodging proofs?

Proofs and proxies must be lodged no later than 12 noon on the business day before the meeting.

12. Who has conduct of the meeting?

The person who has conduct of the meeting is called a chairman. In most offices this will usually be an assistant official receiver, but sometimes an examiner may chair a meeting. Where this is the case, their nomination by the official receiver must be evidenced in writing, which is done by the official receiver or deputy official receiver completing form MAC (Meetings, Appoint Chairman). 

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

The differences in procedure are:

1. A general meeting can be called at any time in the proceedings.
2. Notices of a general meeting must state the purpose of the meeting.

 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 as amended by the Insolvency (Amendment) Rules 2010

Rule 4.54 – General power to call meetings

Rule 4.58 – Attendance at meeting of company’s personnel

Rule 4.60 – Venue

Rule 6.81 – General power to call meetings

Rule 6.84 – Attendance at meeting of bankrupt, etc

Rule 6.86 – Venue of meetings

Rule 12A – The giving of notice and the supply of documents

Insolvency Act 1986:

Section 168

Section 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) – General Meeting – Bankruptcy Case - click HERE

London Gazette (Word template) – General meeting - Company Case- click HERE

NFN1 - Notice for newspaper – General Meeting of Creditors – Bankruptcy Case – Click HERE

NFN3 – Notice for newspaper – General Meeting of Creditors/ Contributories – Company Case – Click HERE

NGM - Notice of General Meeting

NMBO - Notice of Meeting to bankrupt and officers

POD - Proof of Debt form

PROXY - Proxy form

MAC – Meetings, appoint Chairman

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 21 days for posting the notices. The creditors, contributories (in a liquidation), bankrupt and company officer(s) must receive their notices at least 14 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 receiver’s 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(NGM) sent to creditors. 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.

9. Prepare the Gazette notice and if required, other advertisement e.g. local newspaper (form NFN1 or NFN 3). Templates are available as Word documents and can be found in the ‘Forms to be used’ section.

After the notices have been sent

10. 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

11. 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 1 copy of form MAC (Meetings, Appoint Chairman) which must be signed by the official receiver or assistant official receiver (DO73). The form is to remain on the office file.

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

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

14. 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

15. 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

16. 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.

17. Shortly before the appointed time, inform the chairman and take the people to the meeting room, handing the copy schedule to the chairman (if using).

After the Meeting

18. 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.

19. If the meeting has been adjourned:

1. Enter date and time of adjourned meeting on LOIS (CA21 and PU232) and diarise.
2. Check whether the adjourned meeting is to be gazetted and/or advertised. If so, prepare the Word Template Gazette and form NFN1 (Notice for newspaper – Bankruptcy) or NFN3 (Notice for newspaper - Company) which can be found in the ‘Forms to be Used’ section. Input the new meetings date and time and send to the London Gazette and/or advertising agent.
3. In the period up to the adjourned meeting, update LOIS with any additional proofs and proxies (CA31). Print a further copy of MAL (DO73) and pass to chairman with the meeting's package on the day before the adjourned meeting.
4. Follow the procedure again from step11. above.

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

21. 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.

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