37. Application of Chapter 3

(1) This Chapter applies in relation to a Creditors Voluntary Winding Up of a Company.

(2) However, sections 38 (Meeting of creditors) and 39 (Appointment of liquidation committee) do not apply if, under section 36 (Conversion to Creditors Voluntary Winding Up), a Members Voluntary Winding Up has become a Creditors Voluntary Winding Up.

38. Meeting of creditors

(1) The Company must:

• (a) call a meeting of its creditors for a day not later than 14 days after the day the meeting of the Company is to be held to consider the proposed Resolution for Voluntary Winding Up of the Company; and
• (b) give notice of the creditors meeting to all creditors (so far as it is aware of their claims and addresses), and publish notice of the meeting in an appropriate publication, at least 7 days before the day that meeting is to be held; and
• (c) nominate a Person to be appointed as liquidator of the Company.

(2) The creditors may, at the creditors meeting, nominate a Person to be appointed as liquidator of the Company.

(3) If the same Person is nominated by the Company and the creditors or the creditors do not nominate a Person, the Person nominated by the Company is taken to be appointed as the Liquidator of the Company.

(4) If different Persons are nominated by the Company and the creditors, the Person nominated by the creditors is taken to be appointed as the Liquidator of the Company.

(5) The Person nominated by the Company must not exercise any of the Liquidator’s powers during the period before the holding of the creditors meeting without the Court’s approval.

39. Appointment of liquidation committee

(1) At the meeting of the creditors of a Company held under section 38 (Meeting of creditors) or at any subsequent creditors meeting, the creditors may appoint a committee (a liquidation committee) of not more than 5 individuals to Exercise the Functions given to the committee under these Regulations and the Rules.

(2) If a liquidation committee is appointed under subsection (1), the Company may, either at the meeting at which the Resolution for Voluntary Winding Up is passed or at any time subsequently in general meeting, appoint not more than 5 individuals as members of the committee.

(3) However, the creditors may resolve that all or any of the individuals appointed by the Company as members of the liquidation committee ought not to be members of the committee.

(4) If the creditors so resolve:

• (a) the individuals mentioned in the resolution cease to be eligible to be members of the liquidation committee, unless the Court otherwise directs; and
• (b) on an application to the Court under this subsection, the Court may appoint other individuals to be members of the liquidation committee instead of individuals mentioned in the resolution.

40. Directors’ powers on appointment of Liquidator

On the appointment of a Liquidator for a Company, all the powers of the directors cease, except so far as the liquidation committee appointed under section 39 (Appointment of liquidation committee) (or, if there is no liquidation committee, the creditors) approve their continuance.

41. Vacancy in office of Liquidator

If a vacancy occurs, by death, resignation or otherwise, in the office of a Liquidator of a Company (other than a Liquidator appointed by, or by the direction of, the Court), the creditors may fill the vacancy.

42. Meetings of Company and creditors at end of each year

(1) If the winding up of a Company continues for more than 1 year, the Liquidator must call a general meeting of the Company, and a meeting of the creditors, at the end of the first year of the winding up, and of each succeeding year, or at the first convenient date within 3 months after the end of the relevant year (or, if the Court allows a longer period, the longer period allowed by the Court).

(2) The Liquidator must give the meetings an account of the Liquidator’s acts and dealings, and of the conduct of the winding up, during the preceding year.

43. Final meetings before dissolution

(1) As soon as the Company’s affairs are fully wound up, the Liquidator must prepare an account of the winding up, explaining how it has been conducted and how the Company’s property has been disposed of.

(2) When the account has been prepared, the Liquidator must call a general meeting of the Company, and a meeting of the creditors, for the purpose of giving the account to the meetings and explaining it to the meetings.

(3) The meeting must be called by an advertisement that specifies the time, place and purpose of the meeting, that is published at least 1 month before the meeting, and that otherwise complies with the Rules.