Part 4 – Appointment of administrator by the company or its directors
The company or the directors of a company may appoint an administrator by resolution of the members or formal or informal decision of the directors [Note 1]. Where the directors formally agree to appoint an administrator the decision can be by majority vote. Where the decision is taken informally it must be unanimous [Note 2].
An administrator may not be appointed by the company or its directors during the period of 12 months beginning with:
An administrator of the company may not be appointed by the company or its directors if:
The company or its directors must give notice of their intention to appoint an administrator. The notice must name the proposed administrator and be in the prescribed form (Form 2.8B). The company or its directors must give written notice (Form 2.8B) together with the statutory declaration (see paragraph 56.1.41) at least five business days before it is filed at court to:
The notice of intention to appoint an administrator must be filed at court at the same time that it is sent, if applicable, to those mentioned in paragraph 56.1.40. The notice must be accompanied by a statutory declaration (made within five business days of the filing) that:
The notice must be accompanied by the record of the directors' decision, or the resolution by the company, to appoint an administrator [Note 6].
Where there is no need to give notice to third parties the notice of appointment can be filed immediately by completing Form 2.10B [Note 7]. Where the notice of intention has been sent to third parties an administrator cannot be appointed until the time limits mentioned in paragraph 56.1.40 have expired and at least ten business days have elapsed since the notice of intention was filed at court [Note 8]. In this instance the notice of appointment must be in the prescribed form (Form 2.9B).
The notice of appointment (either Form 2.9B or Form 2.10B) must be filed at court with a statutory declaration (made within five business days of the filing) that:
The notice of appointment must identify the administrator. The administrator must provide a written statement on Form 2.2B to be filed at court with the notice of appointment. The statement should include his/her consent to act, a statement that the purpose of the administration is likely to be achieved and any other information which may be required [Note 10].
The court will seal and endorse the three copies of the notice of appointment provided with the date and time of the filing. Two sealed copies of the notice will be returned to the appointor who should send one of them to the administrator [Note 11].
The administrator, for the period of the administration, must include his/her name and state that the company's affairs and property are being managed by him/her on every business document issued and on all the company's websites. The business documents include invoices, orders, letters, etc. and include those issued by, or on the behalf of, the company or administrator [Note 13].