8. Company arrangements

(1) The directors of a Company may make a proposal under this Part to the Company and to its creditors for a scheme of arrangement of its affairs (a Voluntary Arrangement).

(2) The directors must appoint a Person (the Nominee) to act in relation to the proposed Voluntary Arrangement for the purpose of supervising its implementation.

(3) The Nominee must be an Insolvency Practitioner.

9. Moratorium

(1) If the directors of a Company eligible for a moratorium under this section intend to make a proposal for a Voluntary Arrangement, they may take steps to obtain a moratorium for the Company.

(2) The Rules may make provision for or in relation to the obtaining of a moratorium, including, for example, for or in relation to the following:

1. (a) the Companies eligible for a moratorium under this section;
2. (b) the procedure for obtaining a moratorium;
3. (c) the effects of a moratorium;
4. (d) the procedure applying (instead of sections 10 to 13) in relation to the approval and implementation of a Voluntary Arrangement for a Company if a moratorium is or has been in force for the Company.

10. Calling meetings for Voluntary Arrangement proposal

(1) The Nominee must call meetings of the Company and of its creditors to consider the Voluntary Arrangement proposal.

(2) The Nominee must give notice, in accordance with the Rules, of the meeting of creditors to every creditor of the Company of whose claim and address the Nominee is aware.

(3) The Company meeting must be held in accordance with the AIFC Companies Regulations.

11. Decisions of meetings for Voluntary Arrangement proposal

(1) The meetings called under section 10 (Calling meetings for Voluntary Arrangement proposal) must decide whether to approve the proposed Voluntary Arrangement (with or without modifications).

(2) However, a meeting must not approve any proposal or modification that affects the right of a preferential creditor or secured creditor of the Company to enforce the creditor’s rights or security, unless the creditor agrees.

12. Effect of approval of Voluntary Arrangement proposal

(1) This section applies if each of the meetings called under section 10 (Calling of meetings for Voluntary Arrangement proposal) approves the proposed Voluntary Arrangement (with or without modifications).

(2) If each of the meetings approves the Voluntary Arrangement with the same modifications or without modifications, the Voluntary Arrangement as approved by the meetings is the approved Voluntary Arrangement.

(3) If the proposed arrangements approved by the meetings differ from each other, the Court may, on the application of a Person who appears to the Court to be interested, decide which of the proposed arrangements is to be taken to be the approved Voluntary Arrangement.

(4) If there is an approved Voluntary Arrangement under subsection (2) or (3), the approved Voluntary Arrangement:

1. (a) takes effect as if made by the Company at the meeting of creditors; and
2. (b) binds every Person who in accordance with the Rules had notice of, and was entitled to vote at, that meeting (whether or not the Person was present or represented at the meeting) as if the Person were a party to the Voluntary Arrangement.

(5) If the Company is being wound up or under receivership, the Court may do either or both of the following:

1. (a) by order, stay all proceedings in the winding up or discharge the receivership;
2. (b) give the directions in relation to the conduct of the winding up or the receivership as it considers appropriate for facilitating the Voluntary Arrangement.

13. Implementation of approved Voluntary Arrangement

(1) This section applies if there is an approved Voluntary Arrangement for a Company.

(2) On the Voluntary Arrangement taking effect, the Nominee for the proposed Voluntary Arrangement becomes the Supervisor of the approved Voluntary Arrangement.

(3) If a creditor or other Person is dissatisfied by any act, omission or decision of the Supervisor, the Person may apply to the Court. On the application, the Court may do any or all of the following:

• (a) confirm, reverse or modify any act or decision of the Supervisor;
• (b) give the Supervisor directions;
• (c) make any other order it considers appropriate.

(4) The Supervisor:

• (a) may apply to the Court for directions in relation to any particular matter arising under the Voluntary Arrangement; and
• (b) is included among the Persons who may apply to the Court for the winding up of the Company or for a receivership order to be made in relation to it.

(5) The Court may make an order appointing an Insolvency Practitioner as Supervisor for the Company, either in substitution for an existing Supervisor or to fill a vacancy