August 2006

Introduction

i 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.

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.

ii Who has control of the meeting?

The person who has control of the meeting is called a chairman. In most offices this will usually be an AOR, 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 completing and filing form MAC (Meetings, Appoint Chairman) at court.

iii What papers do I need to prepare?

In order to prepare for the meeting, the chairman will need the preliminary information questionnaire (PIQ) and CAR forms, a complete list of creditors and copies of the report to creditors.

The chairman will also require completion of a schedule showing all proofs and proxies lodged for the meeting. This form is available on LOIS, numbered ORU59M  and those proofs and proxies that are to be admitted for voting purposes should be attached to it. 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, ORU59M. The chairman will also record the outcome of the meeting on this form. If there are to be a number of creditors attending, it is useful to take a copy of ORU59M to check off the people as they arrive.

Finally, it is important for the chairman to have 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 that the assets should be summarised on an A4 sheet of paper and attached to the meetings schedule (ORU59M) together with any supporting papers, correspondence, etc. Each office will have their own localised procedure for dealing with this. You should not spend a lot of time on it and any problems encountered should be referred to the B1/examiner.

iv 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. 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.

v 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. For more information on dealing with proofs and proxies please refer to the Case Help Manual: Dealing with Proofs and Proxies

vi 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. 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.

vii 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 may suspend the meeting for say, half an 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 and the chairman will confirm whether or not this is to be re-advertised. Any further proofs or proxies received in the period up to the adjourned meeting should be dealt with in the usual way, i.e. entered on LOIS and admitted to vote by the chairman. A further copy of form ORU59M should be printed for the adjourned meeting.

viii 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 for the appointment of an Insolvency Practitioner. For more information on Secretary of State appointments, please refer to the Case Help Manual: Appointment of Trustees and Liquidators by the Secretary of State

ix Who is told of the outcome?

The court must be notified of the outcome of the meeting. The OR will file a notice of the resolutions passed at a first meeting, form MTGNCO (Meetings, Notice to Court of outcome) at court. The chairman will need to sign the form with a copy for the office file.

In cases where an IP has been appointed, the appropriate bankrupt, partner or 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). 

x 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 OR 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 appointment will be when the chairman certifies the appointment on receipt of the IP's 'consent to act'. This must be in a written format, generally IPs will use form IPCON (IP Appointment, Consent to Act).

xi 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 if all the papers cannot be assembled in time, the important documents can be handed over with the remaining items following at a later date. For more information on what items should be handed over please refer to the Case Help Manual: Handover to Insolvency Practitioner.

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:

1. 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 ORU59M the exact resolutions passed at the meeting so that this can be reported to court on form MTGNCO. It must be clear whether the joint IPs 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:

Rule 4.52 and 6.80 Resolutions of first meeting

Rule 4.65 and 6.91 Adjourned meeting

Rule 4.71 and 6.95 Result of meeting

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, particularly paras: 16.30 - 16.41, 16.99 - 16.109

Case Help Manual:

Dealing with Proofs and Proxies

Appointment of Trustees and Liquidators by the Secretary of State

LOIS Workbooks: Meetings

Forms to be used:

Click HERE to view the flowchart for Day Of Meeting

Procedure

LOIS screen references are given in brackets eg (D073).

Day Before the Meeting

1. Ensure all details of any proofs and proxies are entered on LOIS (CA31).

2. After the deadline for receiving proofs and proxies has passed and all post has been checked, print schedule ORU59M.

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 ORU59M;
• List of creditors 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;
• An up to date summary of all assets with relevant documents attached.

4. Where it is evident from the proxies received (ORU59M) 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 appointment and enquire whether handover could be effected after the meeting. If so, remind the practitioner that he will need to bring his 'consent to act' form to the meeting. Prepare relevant forms for the IP's appointment, outlined in steps 15 and 16. Also refer to the Case Help Manual: Handover to Insolvency Practitioner.

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 attenders on the copy form ORU59M (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).

8. Update LOIS with details of the creditors who have attended the meeting (CA31, PU233).

After the Meeting

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 LOIS (CA21 and PU232) and diarise.
2. Check whether the adjourned meeting is to be advertised. If so, prepare and print form NFN3 (Notice for newspaper) with new meetings date and time and send to the 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 ORU59M (DO73) 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 LOIS with the outcome of the meeting (CA21, PU232). 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 ORU59M, and
3. whether there was a liquidation committee or committee of inspection 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 LOIS (CA23).

13. Prepare the following forms on LOIS (DO73):

1. 3 copies of form IPCAM (IP Appointment, certificate after the meeting);
2. 2 copies of form FAC (filing at court)
3. 2 copies of form MTGNCO (Meetings, Notice of outcome).

Send these forms (together with ORU59M) to the chairman for signing. The effective date of the trustee/liquidator's appointment will be the date that the OR 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.  When the forms have been signed, send one copy of each to court, for filing place the other copies on the office file and you should then be left with a final copy of the certificate of appointment (IPCAM). This should be given to the IP upon handover of the estate.

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

16. Follow the procedure in the Case Help Manual part: Handover to Insolvency Practitioner.

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. Prepare and print 2 copies of  form MTGNCO (Meetings, Notice of outcome).

18. Where there is to be an application to the Secretary of State, please refer to the Case Help Manual: Appointment of Trustees and Liquidators by the Secretary of State. Full instructions on how application is made and the forms required are given in Procedure B.

19. Have the forms signed by the chairman and file one copy of each at court, placing the other on the office file. This must be done within 21 days of the meeting.