Day of the Meeting

May 2012

Introduction

1. Where and when are first meetings held?

Generally, the majority of meetings are held at the official receiver’s office between the hours of 10am and 4pm. In exceptional cases there may be a need for a larger venue, in which case the official receiver will consider a location that would suit the majority of the creditors.

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.

In liquidation matters two meetings are called. Firstly there is a meeting of creditors followed by a meeting of contributories. Both should be held on the same day, with the contributories meeting immediately following that of the creditors. 

2. 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) (ISCIS ‘Docs’ tab).  The chairman of the meeting should be recorded on ISCIS (‘Record Meetings’ tab).

3. What papers do I need to prepare?

In order to prepare for the meeting, the chairman will need the preliminary information questionnaire (PIQ), a complete list of creditors (LOC, ISCIS ‘Docs’ tab) and copies of the report to creditors (RTC, ISCIS ‘Docs’ tab).  These documents should be prepared the day before the meeting after the last date and time for proving.

The chairman will also require completion of a schedule showing all proofs and proxies lodged for the meeting using form PAL (ISCIS ‘Docs’ tab). All proofs and proxies that are to be admitted for voting purposes should be attached to this form. It is important to make a last minute check around the office to ensure that all proofs of debt received for the meeting have been included in the schedule. The chairman will also record the outcome of the meeting or resolutions on this form. If there are to be a number of creditors attending, it may be useful to take a copy of form PAL (ISCIS ‘Docs’ tab) to check off the people as they arrive.

Finally, it is important for the chairman to have details of the insolvent case and an up to date account of the assets. There is no specific form available for this, but before handing the meetings papers to the chairman, it is suggested any matters requiring the attention of the chairman should be noted separately and attached to the meetings schedule together with any supporting papers, correspondence, etc.

4. Admitting the proofs and proxies for voting at the meeting

All the proofs and proxies received for the meeting must be "admitted" by the chairman. Each creditor's proof of debt has to be checked to ensure that it does not include anything that he/she is not entitled to claim. The sum for which a proof is admitted will not necessarily be the same as the amount lodged and both amounts should be entered on ISCIS (‘Creditors’ tab).  The amount for which the proof is admitted will determine the value of the vote's weight, i.e. the creditor admitted for the largest amount will have the largest vote. 

5. Can a faxed proof or proxy be accepted for the meeting?

The official receiver can accept faxed proofs or proxies received for voting purposes at the meeting of creditors and contributories provided that the fax is received within the time limits set. For more information on dealing with proofs and proxies please refer to the Case Help Manual part: Proofs and Proxies.

6. Can proofs and proxies be submitted electronically?

The Insolvency (Amendment) Rules 2010 introduced provisions enabling the submission of information to the official receiver by electronic means if he/she has consented and provided an electronic address to which documents must be sent. These provisions can be applied to the submission of proofs and proxies provided that the following criteria are met

  1. The official receiver must have agreed to receipt of the proof or information electronically;
  2. The official receiver must be satisfied with the format in which the proof or information is being sent;
  3. The electronic submission must contain all of the information that would have been required in the prescribed form (form 6.37 and form 6.38); and
  4. Once submitted, the official receiver must be able to print the information in a legible form.

The electronically submitted proof and/or proxy must be sufficiently authenticated. A document containing a scanned signature is acceptable, otherwise the document must be authenticated in a way specified by or acceptable to the official receiver. See Technical Manual Chapter 16 – Meetings Part 5 Proofs of Debt. 

7.  Late proofs and proxies

It is important that prior to the meeting the chairman’s attention is drawn to the submission of any late proofs and proxies since they may not be admitted for voting purposes at the meeting. However, where the outcome of the meeting would have been affected had the papers been received on time, the chairman has the discretion to adjourn the meeting. Further, it is possible that the chairman may be willing to permit someone who has submitted papers after the deadline to attend the meeting even though they will be unable to vote.

For cases where the petition is presented on or after 6 April 2010 the chairman has the discretion to allow a creditor to vote if they have failed to submit a proof on time and the chairman is satisfied that the failure was due to circumstances beyond the creditor’s control. 

8. What if the meeting cannot make a decision?

If a problem arises at the meeting and the chairman believes that the difficulty can be sorted out quite quickly, the chairman has discretion to suspend the meeting for any period up to one hour, to allow the problem to be resolved. For example, if a proxy-holder needs to obtain further directions from his principal or where there is a contentious meeting and a "cooling off" period is advisable. The meeting would then be resumed after the allotted time (maximum of 1 hour) and should continue in the usual way.

The chairman may decide to adjourn the meeting, which means that the meeting is not concluded. A new date and time should be set for the adjourned meeting. An adjournment should not be for a period of more than 14 days (in cases where the petition was presented before 6 April 2010 this period is 21 days).  The chairman will confirm whether or not this is to be re-advertised, since there is no statutory duty to give notice of or advertise an adjourned meeting. Any further proofs or proxies received before midday on the business day before the adjourned meeting should be dealt with in the usual way, i.e. entered on ISCIS (‘Creditors’ tab) and admitted to vote by the chairman. A further copy of form PAL should be printed for the adjourned meeting. On rare occasions there may be more than one adjournment. For cases where the petition was presented on or after 6 April 2010, the meeting must be concluded within 14 days of the original meeting date. 

9. What if the meeting is closed but an insolvency practitioner is not appointed to be the trustee or liquidator?

Where the creditors or contributories have not resolved on the appointment of an insolvency practitioner, but the first meeting has been closed, the chairman will decide whether or not to apply to the Secretary of State (SoS) for the appointment of an insolvency practitioner (IP). For more information on Secretary of State appointments, please refer to the Case Help Manual part: Insolvency Practitioners – Appointment by Secretary of State.

10. Can the official receiver be appointed as trustee/liquidator at the meeting?

The official receiver cannot be appointed as trustee or liquidator by a resolution at a meeting of creditors (or contributories).  When a meeting has been closed without an IP being appointed and the official receiver decides not to apply to the Secretary of State for the appointment of an IP, the official receiver then becomes trustee or remains as liquidator.

11. Who is told of the outcome?

The chairman will need to record and sign minutes of the meeting setting out any resolutions passed. A list of all creditors and contributories attending must also be made. These documents must be retained on the office file.

In cases where the petition was presented on or after 6 April 2010 the official receiver is no longer required to file notice of the outcome of the meeting at court (form MTGNCO) (ISCIS ‘Docs’) except in bankruptcy cases where there is to be no IP appointed – see paragraph 12.

In cases where the petition was presented before 6 April 2010 the court must be notified of the outcome of the meeting within 21 days of the meeting, on form MTGNCO (Meetings, Notice to Court of outcome) (ISCIS ‘Docs’).

In cases where an IP has been appointed, the bankrupt, partner or appropriate director must be informed of their appointment as trustee or liquidator. This is done by sending form IPIB (IP Appointment, inform bankrupt) and in a liquidation matter with form IPID (IP Appointment, inform director) (ISCIS ‘Docs’).   

12. Effective date of Trustee/Liquidator's Appointment

The effective date of the trustee/liquidator's appointment is important, as this is when he/she becomes personally responsible for the assets of the estate.

Where no IP has been appointed at the meeting and the chairman has decided not to refer to the Secretary of State for an appointment, the official receiver will then remain as liquidator or become trustee of the estate. The effective date of his/her appointment as trustee will be when the court is notified that the official receiver will not be referring to the Secretary of State for an appointment (or where the Secretary of State has declined to make an appointment). Form MTGNCO (Meetings, Notice to Court of outcome) is used for this purpose.

Where an insolvency practitioner has been appointed as a result of the meeting, the effective date of his/her appointment will be when the chairman certifies the appointment (form IPCAM) on receipt of the IP's 'consent to act'. This must be in a written format and generally IP's will use form IPCON (IP Appointment, Consent to Act). 

13. Handover on the day of the meeting

With the majority of meetings, once the deadline for lodging proofs and proxies has passed, it should become evident that a particular IP will be appointed. In such cases, the practitioner may be contacted so that arrangements can be made for the handover to take place immediately after the meeting. Even where all the papers cannot be assembled in time, the important documents can be handed over with the remaining items following as soon as possible. For more information on what items should be handed over please refer to the Case Help Manual part: Insolvency Practitioners – Handover to IP.

However, no documents should be handed over in cases where the official receiver is awaiting confirmation that the insolvency practitioner is authorised to act.

Notes:

Where there has been the appointment of joint IPs as trustees/liquidators, form IPCAM should be used appropriately as their certificate of appointment. In these matters, it is important for the chairman to specify on form PAL the exact resolutions passed at the meeting. It must be clear whether the joint IP’s are to act separately or together as this should be included in their certificates of appointment. Any problems that you have in dealing with this should be referred to the chairman of the meeting.

Where can I find out more?

The Insolvency Rules as amended by Insolvency (Amendment) Rules 2010

Rule 4.52 and 6.80 - Business at first meetings

Rule 4.65 and 6.91 - Suspension and Adjournment of meetings

Rule 4.71 and 6.95 - Record of meeting

Rule 4.101B and 6.120A – Official Receiver not to be appointed as liquidator or trustee

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

The Insolvency Act:

Section 295 Failure of meeting to appoint trustee

Section 139 Choice of liquidator at meeting of creditors and contributories

Technical Manual:

Chapter 16 – Meetings

Case Help Manual:

Insolvency Practitioners – Appointment by Secretary of State

Insolvency Practitioners – Handover to IP

Proofs and Proxies

Forms to be used:

London Gazette (Word template) – First Meeting - Bankruptcy Case 

London Gazette (Word template) – First Meeting - Company Case  

NFN1 - Notice for newspaper - First Meeting of Creditors - Bankruptcy Case  

NFN3 - Notice for newspaper - First Meeting of Creditors/ Contributories - Company Case 

IPCAM - IP Appointment, certificate after meeting

IPCON - IP Appointment, Consent to Act

IPIB - IP Appointment, inform bankrupt

IPID - IP Appointment, inform director

MAC - Meetings, Appoint Chairman

MTGNCO - Meetings, Notice to Court of outcome (petitions before 6.4.10)

MTGNCO - Meetings, Notice to Court of outcome (petitions after 6.4.10 – bankruptcy only)     

PAL – Proof Admittance List

 

Day of the Meeting Flowchart  

 

Procedure

For cases where the petition was presented on or after 6 April 2010 please follow the procedure below.

For cases where the petition was presented before 6 April 2010 please follow the annexed Day of the Meeting procedure which can be accessed by clicking HERE.

ISCIS tabs that must be used to record/view information are given in brackets, e.g. (‘Case Header’ tab).

Day Before the Meeting

1. Ensure all details of any proofs and proxies are entered on ISCIS (‘Docs’ tab).

2. After the deadline for receiving proofs and proxies has passed and all post, faxes and email boxes have been checked, print schedule PAL.

3. Prepare papers for handing to the person who is to be chairman. This will include :

  • all proofs and proxies lodged, in the same order as they appear on the PAL.
  • List of creditors (LOC) and Statement of Affairs (where one has been prepared);
  • CAR forms, Preliminary Information Questionnaire and any narrative statements;
  • Several copies of the report to creditors for any attendees;
  • An up to date summary of all assets with relevant documents attached
  • Certificate appointing chairman (MAC ISCIS ‘Docs’ tab)

4. Where it is evident from the proxies received (PAL) that a certain IP will be appointed as a result of the meeting, refer to the chairman regarding possible handover on the day of the meeting. If the chairman agrees, contact the IP concerning his/her appointment and enquire whether handover could be affected after the meeting. If so, remind the practitioner that he/she will need to bring his/her 'consent to act' form to the meeting. Prepare relevant forms for the IP's appointment, outlined in steps 15 and 16. Refer also to the Case Help Manual part: Insolvency Practitioners – Handover to IP.

5. Confirm with the chairman which room the meeting is to be held in and whether he/she would like the bankrupt or company officer(s) to be present at the meeting or in attendance, but waiting elsewhere.

Day of the Meeting

6. As people arrive for the meeting, you will be informed. Note the attendees on the copy form PAL (where appropriate).

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

7. 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

8. Update ISCIS with details of the creditors who have attended the meeting (‘Creditors’ tab).

9. After confirming with the Chairman, ensure that the bankrupt/company director is told of the outcome of the meeting and that they may now leave.

If the Meeting has been adjourned

10.

  1. Enter date and time of adjourned meeting on ISCIS (‘Creditors’ tab > ‘Record meetings’) 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 ISCIS with any additional proofs and proxies (‘Creditors’ tab). Print a further copy of PAL (‘Docs’ tab) and pass to chairman with the meeting's package on the day before the adjourned meeting.
  4. Follow the procedure again from step 4 above.

If the meeting has been closed

11. Update ISCIS with the outcome of the meeting (‘Creditors’ tab> ‘Record Meetings’). The following information should be entered:

  1. that the meeting was closed;
  2. whether or not there was a resolution passed at the meeting. Enter in here exactly what the chairman has written on the PAL and
  3. whether there was a liquidation committee or creditors’ committee established and who was appointed.
  4. in company cases, this information will also be required for the result of the contributories' meeting.

If an IP was appointed at the meeting

12. Note appointment of the IP on ISCIS (‘Creditors’ tab> ‘Record Meetings’ and ‘Record IP appointment Decision’ Screens as well as on the ‘Case Header’ tab).

13. Prepare 2 copies of the form IPCAM (IP Appointment, certificate after the meeting)(ISCIS ‘Docs’ tab).

Pass the copies (together with PAL) to the chairman for signing. The effective date of the trustee/liquidator's appointment will be the date that the official receiver receives the IP's written 'consent to act’. The majority of practitioners will bring their consent to the meeting or will get it to you within a short period of time.

14.  Place a copy of IPCAM on the office file and pass the second copy to the IP upon handover of the estate.

15. Inform the bankrupt of the appointment of an IP by sending form IPIB or form IPID to the appropriate company officers in liquidation.

16. Follow the procedure in the Case Help Manual part: Insolvency Practitioners – Handover to IP.

If there was no IP appointment at the meeting

17. The chairman will tell you if an application to the Secretary of State for the appointment of an IP is to be made.

18. Where there is to be an application to the Secretary of State, please refer to the Case Help Manual part: Insolvency Practitioners – Appointment by the Secretary of State. Full instructions on how application is made and the forms required are given in Procedure b – Routine applications

19. In bankruptcy cases where there is to be no application to the Secretary of State, prepare and print 2 copies of form MTGNCO (Meetings, Notice of outcome) – see Forms to be Used. Have the MTGNCO signed by the chairman and file one copy at court, and place the other on the office file.