General Meetings

August 2006 

Introduction

i 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.

The person summoning a general meeting is called "the convenor".

For the rest of this part we shall assume that the official receiver is the convenor.

 

ii what is a general meeting for?

A general meeting may be held because the official receiver wants to get 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 appoint an Insolvency Practitioner (IP) where an application to the Secretary of State is inappropriate.

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

 

iii when can a general meeting be held?

A general meeting may be held at any time.

 

iv 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 a liquidation) should also be notified of a general meeting.

It is not necessary to inform the court of a general meeting.

 

v does the bankrupt or company officer have to attend?

They should only attend when requested by the official receiver.

 

vi what notices and forms are sent out?

The official receiver is required to send notice of a 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. Form NGM (Notice of General Meeting) is used for this purpose.

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 will not be able to vote at the meeting.

If the official receiver wants a 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. As stated earlier, the bankrupt must also be informed of a general meeting and it should be made clear whether or not their attendance is required. Form NMBO (Notice of Meeting to bankrupt or officers) should be used for this purpose suitably annotated.

 

vii how is the procedure for a general meeting different from that of a first meeting?

The differences in procedure are:

  1. the court are not told of a general meeting;
  2. the official receiver does not have to advertise the meeting;
  3. 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 package given to the chairman prior to the day of the meeting.

 

Where can I find out more?

Technical Manual Chapter 16

Insolvency Rules 6.81 and 4.54

Insolvency Act 1986 Sections 168 and 294

Insolvency Service Publication: A Guide For Creditors

Forms to be used:

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 as per your local procedure.

When preparing general meeting notices confirm the following:

5. purpose of meeting

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

6. location of meeting

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. attendance of bankrupt/company personnel

Confirm whether or not the bankrupt is to attend and amend form NMBO appropriately. Establish whether the company officers are to be given notice of the meeting and if any are required to attend. Amend form NMBO appropriately and send to them. 

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 (see separate chapter) ensuring that LOIS is regularly updated (CA21). For more information on how to do this please refer to the Case Help Manual: Dealing with Proofs and Proxies.

Day before the meeting

10. If anyone other than the OR or AOR is to be chairman of the meeting:

a amend LOIS (CA21, PU232) where possible, and

b prepare and print 2 copies of form MAC (Meetings, Appoint Chairman) which must be signed by the AOR or OR (DO73). Filed 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 ORU59M for the creditors meeting making an extra copy if there are to be a lot of creditors attending the meeting.

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

  1. One copy of the ORU59M
  2. All proofs and proxies in the order in which they appear in the ORU59M
  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

If you do not have these documents to hand they can be obtained from the examiner.

14. Confirm with the chairman which room the meeting is to be held in.

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. 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.

17. At the appointed time, inform the chairman and hand the copy schedule to him (if using). Take the people to the meeting room.

After the Meeting

18. 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:

19.

  1. Enter date and time of adjourned meeting on LOIS (CA21 and PU232) and diarise.
  2. In the period up to the adjourned meeting, update LOIS with any additional proofs and proxies (CA31). Print a further copy of ORU59M (DO73) if needed and pass to chairman with Meeting Package on the day before the adjourned meeting.
  3. Follow the procedure again from step 11. above.

If the meeting has been closed

20. Note meeting closed on LOIS (CA21) where possible.

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 also arrange for the case to be handed over. For more information on this procedure please refer to the Case Help Manual: Handover to Insolvency Practitioner.

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