5.1. Disapplication of provisions of Part 5 for Voluntary Winding Up

5.1.1 If a Company is subject to a Members Voluntary Winding Up, only the following provisions of Part 5 (Winding up) apply in relation to the winding up:

1. (a) rules 5.6 to 5.8;
2. (b) rules 5.16 to 5.30;
3. (c) rule 5.53.

5.1.2 If a Company is subject to a Creditors Voluntary Winding Up, the following provisions of Part 5 do not apply in relation to the winding up:

1. (a) rules 5.2 to 5.5;
2. (b) rule 5.10;
3. (c) rule 5.11.

5.2. Statutory demand

5.2.1 A written demand served by a creditor on a Company under section 50(1)(a) of the AIFC Insolvency Regulations is called the statutory demand.

5.2.2 The statutory demand must be dated, and be signed either by the creditor personally or by a Person stating that the Person is authorised to make the demand on the creditor’s behalf.

5.2.3 The statutory demand must state the amount of the Debt then due and how it arises, include an explanation of the purpose of the demand, and state that, if the demand is not complied with, proceedings may be commenced for the winding up of the Company.

5.2.4 The statutory demand must provide information about how the Debt may be paid, and give information about a Person whom the Company can contact, including an address and telephone number.

5.3. Presentation of winding up petition etc.

5.3.1 A winding up order under section 49 (Circumstances in which Company may be wound up by Court) of the AIFC Insolvency Regulations may be made by the Court on the presentation of a petition by a Person permitted to present the petition.

5.3.2 For section 51 (Application for winding up) of the AIFC Insolvency Regulations, if a Company is an Authorised Person, the AFSA may also make an application to the Court for the winding up of the Company.

5.3.3 A petition for the winding up of a Company must be filed in the Court and, if the petitioner is not the Company, must be served on the Company.

5.3.4 If the Company is an Authorised Person and the petitioner is not the AFSA, the petitioner must serve a copy of the petition on the AFSA.

5.3.5 If, to the petitioner’s knowledge, an Administrative Receiver or Receiver has been appointed in relation to assets of the Company, the petitioner must serve a copy of the petition on the Administrative Receiver or Receiver.

5.3.6 If the Company intends to oppose the petition, it must notify the Court of its intention not later than 7 days before the date fixed for the hearing.

5.4. Advertisement of petition

Unless the Court otherwise directs, the petitioner must, not later than 7 business days after the day the petition is served on the Company, advertise the presentation of the petition in the newspaper the petitioner considers most appropriate for ensuring that the presentation of the petition comes to the notice of the Company’s creditors and members.

5.5. Notice of winding up order and appointment of Provisional Liquidator

5.5.1 If a winding up order is made for a Company, the Court must, as soon as possible, give notice of the making of the order to the Company, the petitioner (if the Company is not the petitioner), the AFSA (if the Company is an Authorised Person and the AFSA is not the petitioner) and any other Person represented at the hearing of the petition.

5.5.2 The Court must also publish notice of the making of the order once in the newspaper the Court considers most appropriate for ensuring that the making of the order comes to the notice of the Company’s creditors and members.

5.6. Requirement to prepare statement of affairs etc.

5.6.1 The Liquidator may require a statement of the Company’s affairs (the statement of affairs) to be prepared and given to the Liquidator by the Directors of the Company and by the other Persons that the Liquidator considers should be made responsible for the statement of affairs.

5.6.2 If the Liquidator decides to require the statement of affairs to be prepared, the Liquidator must, by notice given to each Director and other Person mentioned in subrule 5.6.1, require them to prepare the statement of affairs, and give it to the Liquidator, within the period specified in the notice.

5.6.3 The statement of affairs prepared under this rule must include particulars of the matters mentioned in Schedule 3 (Required content for statement of affairs).

5.6.4 The Liquidator must make the statement of affairs publicly available. However, the Liquidator is not required to make the statement, or any part of it, publicly available if the Liquidator considers that the publication of the statement, or that part of it, might reduce the amount recovered in the liquidation.

5.6.5 The Liquidator may agree to authorise an allowance, payable out of the assets of the Company, towards expenses incurred in preparing the statement of affairs.

5.7. Access of Liquidator to accounts etc.

5.7.1 The Liquidator of a Company is entitled to demand access to, and copies of, the accounts, books and records of the Company for the period the Liquidator considers necessary.

5.7.2 If a Person is required to provide accounts to the Liquidator, the Liquidator may authorise an allowance, payable out of the assets of the Company, towards expenses incurred by the Person in employing others to assist the Person to prepare the accounts.

5.8. Liquidator may require further disclosure

The Liquidator may, at any time, require any Person to provide information, in Writing, amplifying, modifying or explaining any matter contained in any statement of affairs or accounts prepared, or given to the Liquidator, (however described) under the AIFC Insolvency Regulations or these Rules.

5.9. General rule about reporting

5.9.1 The Court may, on the Liquidator’s application, relieve the Liquidator of any duty of the Liquidator under these Rules, or authorise the Liquidator to perform the duty in a way different to the way required under these Rules.

5.9.2 In considering an application under subrule 5.9.1, the Court must have regard to the cost of carrying out the relevant duty, the amount of the assets of the Company available, and the extent of the interest of creditors or members or any particular class of them.

5.10. First meetings of creditors and contributories

5.10.1 If, under section 57(1) (Choice of Liquidator by Court or meetings of creditors and contributories) of the AIFC Insolvency Regulations, the Liquidator decides to call meetings of the Company’s creditors and contributories to nominate a Person to be liquidator of the Company, the Liquidator must fix the Venue for each meeting. The meetings must be fixed to be held no later than 4 months after the date of the winding up order.

5.10.2 The notice to creditors must specify a time and date, not more than 4 days before the date fixed for the meeting, by which they must lodge their Proofs to be entitled to vote at the meeting and by which they must lodge any Proxies for the meeting. The notice to contributories must specify a date and time, not more than 4 days before the date fixed for the meeting, by which they must lodge any Proxies for the meeting.

5.10.3 Notice of the meetings must also be given by public advertisement.

5.10.4 The meetings (if any) called by the Liquidator under this rule are respectively referred to as the First Meeting of Creditors and the First Meeting of Contributories.

5.10.5 If the Company is an Authorised Person, a copy of the notice to creditors must also be given to the AFSA.

5.11. First Meeting of Creditors and First Meeting of Contributories

5.11.1 At the First Meeting of Creditors, only the following resolutions may be taken:

• (a) a resolution to appoint a named Official Liquidator to be the Liquidator or to appoint 2 or more Official Liquidators as joint Liquidators;
• (b) a resolution to appoint a liquidation committee;
• (c) unless liquidation committee has been appointed, a resolution specifying the terms on which the Liquidator is to be remunerated, or to defer consideration of that matter;
• (d) if 2 or more Persons are appointed to act jointly as the Liquidators—a resolution specifying whether acts are to be done by both or all of them, or by only one and, if so, which oneof them;
• (e) a resolution authorising payment out of the assets of the Company, as an expense of the liquidation, of the cost of calling and holding the meeting;
• (f) a resolution to adjourn the meeting for not longer than 3 weeks;
• (g) any other resolution that the chair of the meeting considers should, for special reasons, be allowed.

5.11.2 Subrule 5.11.1 also applies, with any necessary changes, to the First Meeting of Contributories, but that meeting must not pass any resolution to the effect of the resolutions mentioned in subrule 5.11.1(c) or (e).

5.11.3 Rule 5.11.1, except paragraph (e), applies, with any necessary changes, to a meeting of creditors called under section 35 (Effect of Company’s insolvency) or section 38 (Meeting of creditors) of the AIFC Insolvency Regulations.

5.12. Report by Directors updating statement of affairs

5.12.1 If, at any meeting, the statement of the Company’s affairs presented to the meeting does not state the Company’s affairs as at the date of the meeting, the Directors of the Company must cause to be made to the meeting, either by a Director or another Person with knowledge of the relevant matters, a report (whether written or oral) on any material transactions relating to the Company happening between the date of the making of the statement and that of the meeting.

5.12.2 Any report under subrule 5.12.1 must be recorded in the minutes of the meeting

5.13. Specific provisions about creditors meetings in liquidation

5.13.1 This rule applies in relation to a meeting of creditors in the winding up of a Company.

5.13.2 For a resolution for the appointment of the Liquidator:

1. (a) if there is more than 1 Official Liquidator nominated, and one of them has a clear majority over the others together—that Official Liquidator is appointed; and
2. (b) in any other case—the chair of the meeting must continue to take votes (disregarding at each vote any nominee who has withdrawn and, if no nominee has withdrawn, the nominee who obtained the least support last time), until a clear majority is obtained for a nominee.

5.13.3 The chair may at any time put to the meeting a resolution for the joint appointment of any 2 or more nominees.

5.13.4 If a resolution is proposed that affects a Person in relation to the Person’sremuneration or conduct as Liquidator, or as proposed or former Liquidator, the vote of the Person, and of any partner or employee of the Person, must not be counted in the majority required for passing the resolution. This subrule applies in relation to a vote given by a Person (whether personally or by Proxy) either as creditor or member or as the holder of a Proxy for a creditor or member.

5.13.5 Subject to rule 5.14 (Admission and rejection of Proofs at creditors meetings), a Person is entitled to vote as a creditor only if:

1. (a) a Proof of the creditor’s Debt has been duly lodged (in a winding up by the Court, by the time and date stated in the notice of the meeting) and the claim has been admitted under that rule for the purpose of entitlement to vote; and
2. (b) any Proxy necessary for that entitlement has been duly lodged by the time and date stated in the notice of the meeting.

5.13.6 However, the Court may, in exceptional circumstances, by order declare that the creditors, or

the creditors of any class, are entitled to vote at creditors meetings without being required to Prove their Debts.

5.13.7 If a creditor is entitled to vote at creditors meetings under subrule 5.13.6, the Court may, on the application of the Liquidator, make the consequential orders that it considers appropriate (for example, an order treating a creditor as having Proved the creditor’s Debt for the purpose of permitting payment of a dividend).

5.13.8 Also, a creditor must not vote in relation to a Debt for an unliquidated amount, or a Debt with an unascertained value, unless the chair of the meeting agrees to put an estimated minimum value on the Debt for the purpose of entitlement to vote and admits the Proof for that purpose.

5.13.9 In addition, a secured creditor is entitled to vote only in relation to the balance (if any) of the creditor’s Debt after deducting the value of the creditor’s Security Interest as estimated by the creditor.

5.13.10 The chair of the meeting may also allow a creditor to vote even though the creditor has Failed to comply with subrule 5.13.5, if satisfied that the failure was caused by circumstances beyond the creditor’s control.

5.14. Admission and rejection of Proofs at creditors meetings

5.14.1 At any creditors meeting for a Company, the chair of the meeting may admit or reject, all or any part of, a creditor’s Proof for the purpose of the creditor’s entitlement to vote.

5.14.2 Any creditor or member of the Company may appeal to the Court against a decision of the meeting chair under this rule.

5.14.3 If the chair of the creditors meeting is in doubt about whether a creditor’s Proof should be admitted or rejected, the chair must mark it as objected to and allow the creditor to vote, subject to the vote being subsequently declared invalid.

5.14.4 If on an appeal a decision of the chair isreversed or varied, or a creditor’s vote is declared invalid, the Court may order that another meeting be called or make any other order that it considers just. However, the Court may make an order under this subrule only if it considers that there has been unfair prejudice or material irregularity.

5.14.5 The chair of the meeting is not personally liable for costs incurred by any Person in relation to an appeal under this rule.

5.15. Additional meeting provisions for Authorised Persons

5.15.1 This rule applies if a Company that is an Authorised Person Goes into Liquidation or proposes to Go into Liquidation.

5.15.2 The Directors of the Company must give notice of any meeting of the Company at which it is intended to propose a resolution for its winding up to the AFSA, and any other regulator that the AFSA may require by notice to the Company, (the Authorities).

5.15.3 If a creditors meeting is called by the Liquidator, the Liquidator must give notice of the meeting to the Authorities.

5.15.4 If the Company is being wound up by the Court, the Liquidator must give notice of the First Meeting of Creditors and the First Meeting of Contributories to the Authorities.

5.15.5 If, in the winding up (whether voluntary or by the Court), a meeting of creditors or members of the Company is called for the purpose of:

• (a) receiving the Liquidator’s resignation; or
• (b) removing the Liquidator; or
• (c) appointing a new Liquidator; the Convener of the meeting must give notice of the meeting to the Authorities.

5.15.6 If the Authorities are entitled to be given notice of a meeting under this rule, the Authorities are entitled to be represented at the meeting. If the Authorities (or any of them) are to compensate any creditor of the Company, they are entitled to exercise the creditor’s vote. If the AFSA has decided to compensate a creditor for only part of the creditor’s claim, that part is taken to be a separate claim and this subrule applies in relation to it.

5.16. Proof of Debts in liquidation

5.16.1 If a Company is being wound up, a Person claiming to be a creditor of the Company and wishing to recover the Person’s Debt, in whole or part, must submit a Written claim to the Liquidator. A creditor who makes a claim is referred to as Proving the creditor’s Debt, and a Document by which the creditor seeks to establish the creditor’s claim is the creditor’s Proof. A creditor’s Proof may be in any form.

5.16.2 If a Company was in Administration immediately before the commencement of its winding up, a creditor proving in the Administration is taken to have Proved in the winding up.

5.16.3 The following matters must be stated in a creditor’s Proof of Debt:

• (a) the creditor’s name and address and, if the creditor is a Company, its company registration number or equivalent;
• (b) the total amount of the creditor’s claim (including any sales or value added tax) as at the date the Company Went into Liquidation;
• (c) whether or not that amount includes outstanding uncapitalised interest;
• (d) particulars of how and when the Debt was incurred by the Company;
• (e) particulars of any Security Interest held, the date it was given, and the value that the creditor puts on it;
• (f) details of any reservation of title in relation to goods to which the Debt relates;
• (g) if the Proof is not signed personally by the creditor—the name, address and authority of the Person signing the Proof.

5.16.4 The Proof must specify any Documents by reference to which the creditor’s Debt can be substantiated.

5.16.5 A Person who is the Liquidator, or the Convener or chair of any meeting, may call for any Document or other evidence to be produced to the Person, if the Person considers it necessary for the purpose of substantiating the whole or any part of the claim made in the Proof.

5.16.6 A Person who is affected by a decision of the Convener or chair of a meeting under this rule may appeal to the Court against the decision.

5.17. Particulars of creditor’s claim

5.17.1 A Person who is the Liquidator, or the Convener or chair of any meeting, in the winding up of a Company may, if the Person considers it necessary for the purpose of clarifying or substantiating the whole or any part of a claim made in a creditor’s Proof, call for details of any matter mentioned in rule 5.16.3 (Proof of Debtsin liquidation), or for the production to the Person of the Documents or other evidence that the Person may require.

5.17.2 Every creditor bears the cost of Proving the creditor’s own Debt, including the cost of providing any Documents or evidence under subrule 5.17.1. However, costs incurred by the Liquidator in estimating the value of any Debt under rule 5.22 (Debts without a certain value) are payable out of the assets, as an expense of the liquidation.

5.17.3 A Person who is affected by a decision of the Convener or chair of a meeting under this rule may appeal to the Court against the decision.

5.18. Liquidator must allow inspection of Proofs

The Liquidator in the winding up of a Company must, while Proofs given to the Liquidator are in the Liquidator’s possession, allow them to be inspected, at all reasonable times on any business day, by any of the following Persons:

• (a) any creditor who has submitted the creditor’s Proof (unless the Proof has been completely rejected for purposes of dividend or otherwise);
• (b) any member of the Company;
• (c) any Person acting on behalf of a Person mentioned in paragraph (a) or (b).

5.19. Admission and rejection of Proofs for dividend

5.19.1 A creditor’s Proof in the winding up of a Company may be admitted for a dividend either for the whole amount claimed by the creditor or for part of that amount.

5.19.2 If the Liquidator rejects a Proof in whole or part, the Liquidator must, as soon as possible, give the creditor Written reasons for the rejection.

5.20. Appeal against decision on Proof

5.20.1 This rule applies to a decision of the Liquidator under rule 5.19 (Admission and rejection of Proofs for dividend) in the winding up of a Company to admit or reject the Proof of a creditor in whole or part (including any decision on the question of preference).

5.20.2 If the creditor is dissatisfied with the Liquidator’s decision, the creditor may apply to the Court for the decision to be reversed or varied. The application must be made within 21 days after the creditor is given reasons for the decision under rule 5.19.2.

5.20.3 If a member or any other creditor of the Company is dissatisfied with the Liquidator’s decision, the member or creditor may apply to the Court for the decision to be reversed or varied. The application must be made within 21 days after the day the member or creditor becomes aware of the Liquidator’s decision.

5.21. Withdrawal or variation of Proof

A creditor’s Proof in the winding up of a Company may at any time be withdrawn, or the amount claimed in the Proof varied, by agreement between the creditor and the Liquidator.

5.22. Debts without a certain value

5.22.1 In the winding up of a company, the Liquidator must estimate the value of any Debt that does not have a certain value because it is subject to a contingency or for any other reason. The Liquidator may revise any previous estimate to take account of any change of circumstances or information that has become available to the Liquidator.

5.22.2 The Liquidator must tell the creditor about the estimate and any revision of it.

5.22.3 If the value of a Debt is estimated under this rule or by the Court, the amount provable in the winding up for the Debt is amount of the estimate for the time being.

5.23. Secured creditors

5.23.1 If a secured creditor realises the secured creditor’s Security Interest, the secured creditor may Prove for the balance of the Debt, after deducting the amount realised.

5.23.2 If a secured creditor voluntarily surrenders the secured creditor’s Security Interest for the general benefit of creditors, the secured creditor may Prove for the whole Debt, as if it were unsecured.

5.24. Discounts

In the winding up of a Company, a creditor’s claim must be reduced by all trade and other discounts (other than any discount for immediate, early or cash settlement) that would have been available to the Company if it were not in liquidation.

5.25. Mutual credits and set-off

5.25.1 This rule applies if, before a Company Goes into Liquidation, there have been mutual credits, mutual Debts or other mutual dealings between the Company and any creditor of the Company Proving or claiming to Prove for a Debt in the liquidation. However, if the Company is an Authorised Market Institution, this rule is subject to the business rules of the Authorised Market Institution.

5.25.2 The reference in subrule 5.25.1 to mutual credits, mutual Debts or other mutual dealings does not include:

1. (a) any Debt of a creditor arising out of an obligation incurred when the creditor had actual notice:
2. (i) that a meeting of creditors had been called under section 38 (Meeting of creditors) of the AIFC Insolvency Regulations; or

(ii) that a petition for the winding up of the Company was pending; or

1. (b) any Debt of a creditor arising out of an obligation if:
2. (i) the Company was in Administration immediately before the commencement of the winding up; and

(ii) when the obligation was incurred, the creditor had actual notice that an application for the appointment of an Administrator was pending or that a Person had given notice of intention to appoint an Administrator; or

1. (c) any Debt of a creditor arising out of an obligation incurred while the Company was in Administration if the Company was in Administration immediately before the commencement of the winding up; or
2. (d) any Debt acquired by a creditor, by assignment or otherwise, under an agreement between the creditor and any other Person if the agreement was entered into:
3. (i) after the Company Went into Liquidation; or

(ii) when the creditor had actual notice that a meeting of creditors of the Company had been called under the AIFC Insolvency Regulations; or

(iii) when the creditor had actual notice that a winding up petition for the Company was pending; or

(iv) if the Company was in Administration immediately before the commencement of the winding up—when the creditor had actual notice that an application for an order to appoint an Administrator was pending or a Person had given notice of intention to appoint an Administrator; or

1. (v) during a time when the Company was in Administration if the Company was in Administration immediately before the commencement of the winding up; or
2. (e) any credit, Debt or dealing in Excluded Property.

5.25.3 An account must be taken of what is due from each party to the other in relation to the mutual dealings, and the amounts due from one party must be set off against the amounts due from the other.

5.25.4 An amount is taken to be due to or from the Company for subrule 5.25.3 whether:

1. (a) it is payable at present or in the future; or
2. (b) the obligation under which it is payable is certain or contingent; or
3. (c) its amount is fixed or liquidated, or is estimated under rule 5.22, or can be ascertained by fixed rules or as a matter of opinion.

5.25.5 For subrule 5.24.3, credits and Debts arising under business rules to which section 38 (Insolvency of clearing and settlement intermediaries or Authorised Market Institutions) of the AIFC Personal Property Regulations applies must be determined in accordance with the business rules, despite any provision of these Rules to the contrary.

5.25.6 Rule 5.22 (Debts without a certain value) applies for this rule to any obligation to or from the Company that does not have a certain value because it is subject to a contingency or for any other reason.

5.25.7 Rules 5.26 (Debts in foreign currency), 5.27 (Payments of periodic nature) and 5.28 (Interest on Debts) apply for this rule in relation to any amounts due to the Company:

1. (a) that are payable in a currency other than US Dollars; or
2. (b) that are of a periodical nature; or
3. (c) that bear interest.

5.25.8 Rule 5.29 (Debts payable at future times) applies for this rule to any amount due to or from the Company that is payable in the future.

5.25.9 Only the balance (if any) of the account owed to the creditor is provable in the liquidation Alternatively, the balance (if any) owed to the Company must be paid to the Liquidator as part of the assets unless all or part of the balance results from a contingent or prospective Debt owed by the creditor and, if so, the balance (or the part of it that results from the contingent or prospective Debt) must be paid if and when the Debt becomes due and payable.

5.25.10 In this rule: obligation means an obligation however arising, whether under an agreement, rule of law or otherwise.

5.26. Debts in foreign currency

5.26.1 For the purpose of Proving a Debt incurred or payable in a currency other than United States Dollars, the amount of the Debt must be converted into United States Dollars at the official exchange rate on the day the Company Went into Liquidation or, if the Company was in Administration immediately before the commencement of the winding up, on the day the Company entered Administration.

5.26.2 In this rule: official exchange rate, for a day, means the middle exchange rate on the New York Foreign Exchange Market at the close of business as published for that day or, if there is not a published rate for that day, the rate that the Court determines.

5.27. Payments of periodical nature

5.27.1 For rent and other payments of a periodical nature, a creditor of the Company may Prove for any amounts due and unpaid up to the day the CompanyWent into Liquidation or, if the Company was in Administration immediately before the commencement of the winding up, up to the day the Company entered Administration.

5.27.2 If on that day any payment was accruing due, the creditor may Prove for so much of the payment as would have fallen due on that day, if accruing from day-to-day.

5.28. Interest on Debts

If a Debt Proved in the liquidation bears interest, the interest is provable as part of the Debt except so far as it is payable in relation to any period after the day that the Company Went into Liquidation or, if the Company was in Administration immediately before the commencement of the winding up, any period after the day the Company entered Administration.

5.29. Debts payable at future times

Subject to rule 5.45.8 (Distributing assets), a creditor may Prove for a Debt if payment of the Debt was not yet due on the day the Company Went into Liquidation or, if the Company was in Administration immediately before the commencement of the winding up, on the day the Company entered Administration

5.30. Secured creditors

5.30.1 A secured creditor may, with the agreement of the Liquidator or the leave of the Court, at any time alter the value that the creditor has put on creditor’s Security Interest in the creditor’s Proof.

5.30.2 If a secured creditor omits to disclose the creditor’s Security Interest in the creditor’s Proof, the secured creditor must surrender the Security Interest for the general benefit of creditors, unless the Court, on application by the creditor, relieves the creditor from the effect of this subrule on the ground that the omission was inadvertent or because of an honest mistake. If the Court grants relief, it may require or allow the creditor’s Proof to be amended on the terms the Court considers just.

5.30.3 The Liquidator may at any time give notice to a creditor whose Debt issecured that the Liquidator proposes, at the end of 28 days after the date of the notice, to redeem the Security Interest at the value put on it in the creditor’s Proof.

5.30.4 If a creditor is given a notice under subrule 5.30.3, the creditor has 21 days (or, if the Liquidator allows a longer period, the longer period) to revalue the creditor’s Security Interest. If the creditor revalues the Security Interest, the Liquidator may only redeem at the new value. If the Liquidator redeems the Security Interest, the cost of transferring it is payable out of the assets.

5.30.5 A secured creditor may at any time, by notice given to the Liquidator, ask the Liquidator to elect whether the Liquidator will or will not exercise the Liquidator’s power to redeem the creditor’s Security Interest at the value then placed on it. If the secured creditor gives notice to the Liquidator, the Liquidator has 6 months after the day the Liquidator is given the notice in which to exercise the power or decide not to exercise it.

5.30.6 If the Liquidator is dissatisfied with the value that a secured creditor has put on the creditor’s Security Interest (whether in the creditor’s Proof or by revaluation under subrule 5.30.4), the Liquidator may require any property to which the Security Interest applies to be offered for sale. The terms of sale must be as agreed or as the Court directs. However, if the sale is by auction, the Liquidator on behalf of the Company, and the creditor on the creditor’s own behalf, may appear and bid.

5.30.7 If a creditor who has valued the creditor’s Security Interest subsequently realises it (whether or not at the instance of the Liquidator):

• (a) the net amount realised must be substituted for the value previously put by the creditor on the Security Interest; and
• (b) that amount must be treated in all respects as an amended valuation made by the creditor.

5.31. Appointment of Liquidator by creditors or members

5.31.1 This rule applies if a Person is appointed as Liquidator of a Company by a meeting of creditors or by a meeting of members.

5.31.2 The chair of the meeting must certify the appointment. The date of the certification must be endorsed on the certificate.

5.31.3 The Liquidator’s appointment takes effect on the date the appointment is certified. The chair of the meeting (if the chair is not the Liquidator) must give the certificate to the Liquidator and must, in any event, file a copy of it in the Court.

5.31.4 If the Liquidator is appointed by a creditors or members meeting, or by the Company in general meeting, the Liquidator must, on receiving the Liquidator’s certificate of appointment, give notice of the appointment in the newspaper that the Liquidator most appropriate for ensuring that it comes to the notice of the Company’s creditors and members.

5.31.5 The expense of giving notice under this rule must be borne initially by the Liquidator. But the Liquidator is entitled to be reimbursed out of the assets, as an expense of the liquidation.

5.31.6 In a winding up by the Court, the Liquidator must notify the Registrar of Companies of the Liquidator’s appointment.

5.32. Final meeting of creditors before dissolution

5.32.1 This rule applies to the meeting of creditors called by the Liquidator of a Company under section 43 (Final meetings before dissolution) of the AIFC Insolvency Regulations.

5.32.2 The Liquidator’s account of the winding up given to the meeting must include a summary of the Liquidator’s receipts and payments and a statement of the amounts paid to unsecured creditors.

5.32.3 At the meeting, the creditors may question the Liquidator about any matter dealt with in the Liquidator’s account, and may resolve against the Liquidator being released.

5.32.4 After the meeting has been held, the Liquidator must give notice to the Court that the meeting has been held. The notice must state whether the meeting resolved against Liquidator being released, and must be accompanied by a copy of the account given to the meeting.

5.32.5 If the creditors did not resolve at the meeting against the Liquidator being released, the Liquidator is released when the notice under subrule 5.32.4 is filed in the Court. If the creditors resolved against the Liquidator being released, the Liquidator must obtain a release from the Court.

5.32.6 If there was not a quorum present at the meeting, the Liquidator must report to the Court that the meeting was called in accordance with these Rules, but a quorum was not present. On filing of the report in the Court, the meeting is taken to have been held, the creditors are taken not to have resolved at the meeting against the Liquidator being released and the Liquidator is released.

5.33. Liquidator’s remuneration

5.33.1 The Liquidator in the winding up of a Company is entitled to receive remuneration for the Liquidator’s services as Liquidator.

5.33.2 The remuneration must be fixed either:

• (a) as a percentage of the value of the assets that are realised or the amounts distributed, or as a combination of both; or
• (b) by reference to the time properly given by the Liquidator and the Liquidator’s employees in attending to matters arising in the winding up.

5.33.3 It isforthe liquidation committee (ifthere is one) or a creditors meeting (ifthere is not a liquidation committee) to determine whether the remuneration is to be fixed under subrule 5.33.2(a) or (b) and, if it is to be fixed under subrule 5.33.2(a), to determine any percentage to be applied for

subrule 5.33.2(a).

5.33.4 If no remuneration is fixed, the Liquidator is entitled to receive remuneration for the Liquidator’s services as Liquidator of an amount equal to 5% of the value of the assets realised plus 2.5% of the amounts distributed.

5.34. Orders by Court about Liquidator’s remuneration

5.34.1 If the Liquidator in the winding up of a Company considers that the remuneration to which the Liquidator is entitled under rule 5.33.4 (Liquidator’s remuneration) is insufficient, the Liquidator may apply to the Court for an order increasing its amount or rate.

5.34.2 Any creditor of the Company may, with the agreement of any other creditor or creditors who together hold at least 25% of the total value of the assets of the Company, apply to the Court for an order that the Liquidator’s remuneration be reduced on the ground that it is, in all the circumstances, excessive.

5.34.3 If the Court considers the Liquidator’s remuneration should be reduced on the ground mentioned in subrule 5.34.2, it must make an order fixing the remuneration at a reduced amount or rate.

5.34.4 Unless the Court orders otherwise, the costs of the application under subrule 5.34.2 must be paid by the applicant, and are not payable out of the assets.

5.35. Power of Court to set aside certain transactions

5.35.1 If the Liquidator of a Company enters into a transaction with a Person who is an associate of the Liquidator, the Court may, on the application of any Person interested, set the transaction aside and order the Liquidator to compensate the Company for any loss suffered as a result of it.

5.35.2 Subrule 5.35.1 does not apply to a transaction if:

• (a) the transaction was entered into with the prior consent of the Court; or
• (b) it is shown to the Court’s satisfaction that the transaction was for value, and that it was entered into by the Liquidator without knowing, or having any reason to suspect, that the Person the transaction was with an associate of the Liquidator.

5.35.3 This rule does not affect any rule of law or equity in relation to the Liquidator’s dealings with trust property or the fiduciary obligations of any Person.

5.36. Rule against solicitation

5.36.1 If the Court is satisfied that any improper solicitation has been used by or on behalf of the Liquidator of a Company in obtaining Proxies for, or otherwise bringing about, the Liquidator’s appointment, it may order that no remuneration out of the assets be allowed to any Person by whom, or on whose behalf, the solicitation was exercised.

5.36.2 An order of the Court under this rule overrides any resolution of the liquidation committee or the creditors or any other provision of these Rules relating to the Liquidator’s remuneration.

5.37. Obligations of Liquidator to liquidation committee

5.37.1 It is the duty of the Liquidator of a Company to report to the liquidation committee on all matters that appear to the Liquidator to be, or that the committee has indicated to the Liquidator as being, of concern to the members of the committee in relation to the winding up.

5.37.2 The Liquidator need not comply with any request by the committee for information if it appears to the Liquidator:

• (a) that the request is frivolous or unreasonable; or
• (b) that the cost of complying with request would be excessive, having regard to the relative importance of the information; or
• (c) that there are not sufficient assets to enable the Liquidator to comply with the request.

5.37.3 If the liquidation committee is appointed more than 28 days after the day the Liquidator is appointed, the Liquidator must report to the committee, in summary form, about the action the Liquidator has taken since the Liquidator’s appointment, and must answer all questions that the committee puts to the Liquidator about the Liquidator’s conduct of the winding up.

5.37.4 If an individual becomes a member of the liquidation committee at any time after it isestablished, the individual is not entitled to require a report by the Liquidator, otherwise than in summary form, of any matters arising before the individual’s appointment.

5.37.5 This rule does not prevent the liquidation committee, or any member of it, from being entitled to have access to the Liquidator’s records of the liquidation, or from seeking an explanation of any matter within the committee’s responsibility

5.38. Meetings of liquidation committee etc.

5.38.1 Subject to this rule, meetings of the liquidation committee must be held when and where the Liquidator decides.

5.38.2 The Liquidator must call a first meeting of the committee to take place within 3 months after the day of the Liquidator’s appointment or the committee’s establishment (whichever is the later). After the first meeting of the committee, the Liquidator must call a meeting:

• (a) if requested by a Creditor Member or the representative of a Creditor Member; and
• (b) for a specified date, if the committee has previously resolved that a meeting be held on that date.

5.38.3 A meeting called because of a request under subrule 5.38.2(a) must be called for a date not later than 21 days after the day Liquidator receives the request.

5.38.4 The Liquidator must give 7 days notice of the Venue of a meeting to every member of the committee (or the member’s representative, if designated for that purpose), unless in any case the requirement of the notice has been waived by or on behalf of any member.

5.38.5 Waiver may be indicated either at or before the meeting.

5.38.6 The chair of any meeting of the committee must be the Liquidator or a Person nominated in Writing by the Liquidator.

5.38.7 A Person nominated by the Liquidator must be either:

• (a) an Official Liquidator; or
• (b) an employee of the Liquidator or the Liquidator’s firm who is experienced in Insolvency Proceedings.

5.38.8 A meeting ofthe committee is dulyconstituted if due notice ofit has been given to allthe members, and at least 2 Creditor Members are present or represented.

5.38.9 A member of the committee may, in relation to the business of the committee, be represented by another individual authorised by the member for that purpose.

5.38.10 However, a committee member may not be authorised to represent another committee member, and an individual may not be authorised to represent 2 or more committee members at the same time.

5.38.11 The chair at any meeting of the committee may call on an individual claiming to represent a member to produce the individual’s letter of authority, and may exclude the individual if it appears that the authority is deficient.

5.38.12 If a member’s representative signs a Document on the member’s behalf, the fact that the representative signs on the member’s behalf must be stated below the representative’ssignature.

5.38.13 A member of the committee may resign by notice given to the Liquidator.

5.38.14 A member of the committee automatically ceases to be a member if:

• (a) the member becomes bankrupt; or
• (b) the member is not present or represented at 3 consecutive meetings of the committee (unless at the third of those meetings it is resolved that this paragraph is not to apply to the member in relation to some or all of those meetings).

5.38.15 A Creditor Member of the committee also automatically ceases to be a member if the memberceasesto be, or isfound never to have been, a creditor or, ifthe member is an individual authorised to act on behalf of another Person who is not an individual, the other Person ceases to be, or is found never to have been, a creditor.

5.38.16 A Creditor Member of the committee may be removed by a resolution passed at a meeting of creditors. A member of the committee appointed by the Company may be removed by a resolution passed at a meeting of the Company. In either case, at least 14 days notice must be given of the resolution.

5.39. Creditor Member vacancy on liquidation committee

5.39.1 This rule applies if a member of the liquidation committee appointed by the creditors, or under this rule, ceases to be a member of the committee.

5.39.2 The Liquidator may appoint any individual to fill the vacancy, if a majority of the Creditor Members agree to the appointment, and the individual consents to act.

5.39.3 Alternatively, a meeting of creditors may resolve that an individual be appointed (with the individual’s consent) to fill the vacancy. At least 14 days notice must have been given of the resolution to make the appointment, but the individual need not have been named in the notice.

5.39.4 However, if there are, for the time being, at least 3 Creditor Members of the committee appointed, the vacancy need not be filled if the Liquidator and a majority of the remainingCreditor Members agree.

5.40. Liquidation committee: voting rights and resolutions

5.40.1 At any meeting of the liquidation committee in the winding up of a Company, each member of the committee (whether present personally or by the member’s representative) has 1 vote.

5.40.2 A resolution is passed if a majority of the Creditor Members present or represented vote in favour of it.

5.40.3 The votes of any members appointed by the Company do not count towards the number required for passing a resolution, but the way in which they vote on any resolution must be recorded.

5.40.4 Every resolution passed must be recorded in Writing, either separately or as part of the minutes of the meeting. The record must be signed by the chair of the meeting and kept with the records of the liquidation.

5.41. Liquidator’s reports to liquidation committee

5.41.1 The Liquidator in the winding up of a Company must, as and when directed by the liquidation committee (but not more often than once in any 2 month period), send a written report to every member of the committee setting out the position generally of the progress of the winding up, and matters arising in connection with it to which the Liquidator considers the committee’s attention should be drawn.

5.41.2 In the absence of directions by the liquidation committee, the Liquidator must send the members of the committee a report under subrule 5.41.1 not less often than once in every 6 month period.

5.42. Expenses of members of liquidation committee

The Liquidator in the winding up of a Company must reimburse, out of the assets of the Company in the prescribed order of priority, any reasonable travelling expenses directly incurred by members of the liquidation committee or their representatives in relation to their attendance at committee meetings or otherwise on committee business.

5.43. Formal defects in relation to liquidation committee

The acts of the liquidation committee established in the winding up of a Company are valid despite any defect in the appointment, election or qualifications of any member of the committee or any member’s representative or in the formalities of its establishment.

5.44. General duties of Liquidator

5.44.1 Any duties imposed on the Court by the AIFC Insolvency Regulations in relation to the collection of a Company’s assets in its winding up, and their application in discharge of its Liabilities, are discharged by the Liquidator as an officer of the Court subject to its control.

5.44.2 For the purpose of acquiring and retaining possession of the Company’s property (other than any Excluded Property), the Liquidator has the same powers as a Receiver appointed by the Court, and the Court may on the Liquidator’s application enforce the acquisition or retention accordingly.

5.44.3 If the Company’s assets or liabilities include Excluded Property, the Liquidator must comply with any requirements applying to the Company under the AIFC Personal Property Regulations, or any AFSA Rules, in relation to the Excluded Property.

5.44.4 Without limiting subrule 5.44.3, the Liquidator must comply with any instruction made under section 37 (Right of Transfer against insolvent Investment Intermediary) of the AIFC Personal Property Regulations.

5.45. Distributing assets

5.45.1 Whenever the Liquidator has sufficient funds for the purpose, the Liquidator must, subject to the retention of the amounts that may be necessary for the expenses of the winding up, declare and distribute dividends among the creditors in relation to the Debts that they have respectively Proved.

5.45.2 The Liquidator must give notice of the Liquidator’s intention to declare and distribute a dividend.

5.45.3 If the Liquidator declares a dividend, the Liquidator must give notice of it to the creditors. The notice must state how the dividend is proposed to be distributed. The notice must contain sufficient particulars in relation to the Company, and its assets and affairs, to enable the creditors to understand the calculation of the amount of the dividend and the manner of its distribution.

5.45.4 In the calculation and distribution of a dividend, the Liquidator must make provision for:

• (a) any Debts that appear to the Liquidator to be due to Persons who, because of thedistance of their place of residence, may not have had sufficient time to submit and establish their Proofs; and
• (b) any Debts that are the subject of claims that have not yet been determined; and
• (c) disputed Proofs and claims.

5.45.5 If a creditor has not Proved the creditor’s Debt before the declaration of any dividend, the creditor is not entitled to disturb, because the creditor has not participated in it, the distribution of that dividend or any other dividend declared before the creditor’s Debt is Proved. However:

• (a) when the creditor has Proved the Debt, the creditor is entitled to be paid, out of any amount for the time being available for the payment of any further dividend, any dividend or dividends that the creditor has failed to receive; and
• (b) any dividend or dividends payable under paragraph (a) must be paid before any amount available for payment of dividends is applied to the payment of any further dividend.

5.45.6 An action may not be brought against the Liquidator for a dividend. However, if the Liquidator refuses to pay a dividend that the Liquidator has declared, the Court may order the Liquidator to pay it and also to pay, out of the Liquidator’s own money:

• (a) interest on the dividend, at the rate payable on judgement debts, from when it was withheld; and
• (b) the costs of the proceeding in which the order to pay is made.

5.45.7 Without affecting the provisions of the AIFC Insolvency Regulations about disclaimer, the Liquidator may, with the permission of the liquidation committee, divide any property (other than Excluded Property) in its existing form among the Company’s creditors, according to its estimated value, if the property cannot be readily or advantageously sold because of its peculiar nature or other special circumstances.

5.45.8 If a creditor has Proved for a Debt that is not due at the date of the declaration of a dividend, the creditor is entitled to a dividend equally with other creditors, but for the purpose of dividend (and no other purpose), the amount of the creditor’s admitted Proof (or, if a distribution has previously been made to the creditor, the amount remaining outstanding in relation to the creditor’s admitted Proof) must be reduced to the net present value of the amount due to the creditor assessed as at the relevant date.

5.45.9 In subrule 5.45.8: relevant date, in relation to the Company, means:

• (a) if the Company was not in Administration immediately before the commencement of the winding up—the date the Company Went into Liquidation or
• (b) if the company was in Administration immediately before the commencement of the winding up—the date the Company entered Administration.

5.46. Debts of Company to rank equally

5.46.1 Debts other than preferential Debts rank equally between themselves in the winding up of a Company and, after the preferential Debts, must be paid in full unless the assets are insufficient for meeting them, in which case they abate in equal proportions between themselves.

5.46.2 Subrule 5.46.1 applies whether or not the Company is Unable to Pay its Debts.

5.47. Final distribution

5.47.1 When the Liquidator has realised all the Company’s assets or so much of them as can, in the Liquidator’s opinion, be realised without needlessly protracting the liquidation, the Liquidator must give notice either:

1. (a) of the Liquidator’s intention to declare a final dividend; or
2. (b) that no dividend, or further dividend, will be declared.

5.47.2 The notice must include particulars of the matters mentioned in Schedule 3 (Required content for statement of affairs) that are required to be included a statement of a Company’s affairs and must require claims against the assets to be established by a date specified in the notice.

5.47.3 After that date, the Liquidator must:

1. (a) defray any outstanding expenses of the winding up out of the assets; and
2. (b) if the Liquidator intends to declare a final dividend, declare and distribute that dividend without regard to the claim of any Person in relation to a Debt not already Proved.

5.47.4 The Court may, on the application of any Person, postpone the date specified in the notice.

5.47.5 A final distribution must not be made until all Excluded Property has been divested by the Company.

5.48. Disclaiming onerous property

5.48.1 A notice given by the Liquidator of a Company disclaiming onerous property under section 67 (Power to disclaim onerous property) of the AIFC Insolvency Regulations must contain sufficient particulars of the property to enable it to be easily identified.

5.48.2 The notice must be filed in the Court.

5.48.3 Within 7 days after the day the notice is filed in the Court, the Liquidator must comply with subrules 5.48.4 to 5.48.6.

5.48.4 If the property disclaimed is of leasehold property, the Liquidator must give a copy of the notice to every Person who, to the Liquidator’s knowledge, claims under the Company as sub-lessee or Secured Party for a Security Interest.

5.48.5 The Liquidator must in any case give a copy of the notice to every Person who, to the Liquidator’s knowledge:

• (a) claims an interest in the disclaimed property; or
• (b) is under any liability in relation to the property that is not discharged by the disclaimer.

5.48.6 If the disclaimer is of an unprofitable contract, the Liquidator must give a copy of the notice to every Person who, to the Liquidator’s knowledge, is a party to the contract or has an interest under it.

5.48.7 If subsequently it comes to the Liquidator’s knowledge that a Person has an interest in the disclaimed property that would have entitled the Person to have been given a copy of the notice under subrule 5.48.4 or 5.48.5, the Liquidator must, as soon as possible, give a copy of the notice to the Person. However, the Liquidator need not give a copy of the notice to the Person if:

• (a) the Liquidator is satisfied that the Person has already been made aware of the disclaimer and its date; or
• (b) the Court, on the Liquidator’s application, orders that the Liquidator need not give a copy of the notice to the Person. 5.48.8 The Liquidator may also, at any time, give notice of the disclaimer to any Person who in theLiquidator’s opinion ought, in the public interest or otherwise, to be informed of it.

5.48.9 If, for property that the Liquidator has the right to disclaim, it appears to the Liquidator that a Person claims, or may claim, to have an interest in the property, the Liquidator may, by notice given to the Person, require the Person to declare, by notice given to the Liquidator within 14 days after the day the Person is given the notice, whether the Person claims any interest in the

property and, if so, the nature and extent of it. If the Person Fails to comply with the notice, the Liquidator is entitled to assume that the Person does not have an interest in the property that will prevent or impede its disclaimer.

5.49. Contributories

5.49.1 Subject to this rule, the Liquidator of a Company must, as soon as practicable after the Liquidator’s appointment, settle a list of the Company’s contributories.

5.49.2 The Liquidator may make any call that may be outstanding in relation to any obligations owed by contributories and may, with the Court’s approval, rectify the Company’s Register of

Shareholders.

5.49.3 The Liquidator must include in the list of contributories every member and other Person who is liable to make a contribution to the Company’s assets because of an order of the Court under section 79(c) (Remedies by Court to protect assets) of the AIFC Insolvency Regulations. The Liquidator’s duties under this rule are performed by the Liquidator as an officer of the Court subject to the Court’s control.

5.49.4 The list must identify:

• (a) the several classes of the Company’s shares (if there is more than 1 class); and
• (b) the several classes of members; and
• (c) any contributories who are not members.

5.49.5 Having settled the list, the Liquidator must, as soon as possible, give notice to every Person included in the list that the list has been settled. The notice given to each Person muststate:

• (a) in what character, and for what reason, the Person is included in the list; and
• (b) the amounts due from the Person; and
• (c) that the Person’s inclusion in the list may result in the unpaid capital being called; and
• (d) that, if the Person objects to any entry in, or omission from, the list, the Person should

inform the Liquidator in Writing within 21 days after the day the Person is given the notice.

5.49.6 If the Liquidator is given an objection by a Person under subrule 5.49.5(d), the Liquidator must within, 14 days after the day the Liquidator is given the objection, give the Person notice either:

• (a) that the Liquidator has amended the list (specifying the amendment); or
• (b) that the Liquidator considers that the objection is not well-founded and has declined to amend the list.

5.49.7 If a Person objects to any entry in, or exclusion from, the list of contributories as settled by the Liquidator and, despite notice by the Liquidator declining to amend the list, maintains the objection, the Person may apply to the Court for an order removing the entry to which the Person objects or otherwise amending the list. The application must be made within 21 days after the day the Person is given the Liquidator’s notice under subrule 5.49.6.

5.49.8 Subject to this rule, the Liquidator may from time to time vary or add to the list of contributories as previously settled by the Liquidator.

5.49.9 The Liquidator is not personally liable for any costs incurred by a Person in relation to an application to set aside or vary an act or decision of the Liquidator in settling the list of contributories, or varying or adding to the list, and is only liable as Liquidator if the Court makes an order to that effect.

5.49.10 The powers given to the Liquidator under the AIFC Insolvency Regulations in relation to the making of calls on contributories are exercisable by the Liquidator as an officer of the Court subject to the Court’s control.

5.49.11 If the Liquidator proposes to make a call on contributories, and there is a liquidation committee, the Liquidator may call a meeting of the committee for the purpose of obtaining its approval.

5.49.12 Notice of a call on contributories must be given to each of the contributories, and mustspecify:

• (a) the amount or balance due from the contributory in relation to it; and
• (b) whether the call is made with the approval of the Court or the liquidation committee.

5.49.13 Payment of the amount or balance due from any contributory may be enforced by order of the Court.

5.50. General rule about priority

The expenses of the liquidation of a Company are payable out of the assetsin the following order of priority:

1. (a) expenses or costs that are properly chargeable or incurred by the Liquidator in preserving, realising or getting in any of the assets of the Company or otherwise relating to the conduct of any legal proceedings that the Liquidator has power to bring or defend, whether in the Liquidator’s own name or the name of the Company;
2. (b) any other expenses incurred or disbursements made by the Liquidator or under the Liquidator’s authority, including expenses incurred or disbursement made in carrying on the business of the Company;
3. (c) the fees payable to the Court or to any official body in relation to the proceedings;
4. (d) any repayable deposit lodged under these Rules;
5. (e) the cost of any Security Interest provided by a Provisional Liquidator or Liquidator in accordance with the AIFC Insolvency Regulations or these Rules;
6. (f) the remuneration of the Provisional Liquidator (if any);
7. (g) any deposit lodged on an application for the appointment of a Provisional Liquidator;
8. (h) the costs of the petitioner and of any Person appearing on the petition whose costs are allowed by the Court;
9. (i) any amount payable to a Person employed to assist in the preparation of a statement of the Company’s affairs or of accounts;
10. (j) any allowance made, by order of the Court, towards costs on an application for release from the obligation to prepare and provide a statement of the Company’s affairs or for an extension of time for preparing and providing a statement of the Company’s affairs;
11. (k) any necessary disbursements by the Liquidator in the course of the Liquidator’s administration (including any expenses incurred by members of the liquidation committee or their representatives and allowed by the Liquidator, but not including any payment of tax in circumstances mentioned in paragraph (n));
12. (l) the remuneration and allowances of any Person who has been employed by the Liquidator to perform any services for the Company, as required or authorised under the AIFC Insolvency Regulations or these Rules;
13. (m) the remuneration of the Liquidator;
14. (n) the amount of any tax on chargeable gains accruing on the realisation of any asset of the Company (without regard to whether the realisation is effected by the Liquidator, a secured creditor, or a receiver or manager appointed to deal with a Security Interest);
15. (o) any other expenses properly chargeable by the Liquidator in Exercising the Liquidator’s Functions in the liquidation.

5.51. Priority for winding up commencing as Voluntary Winding Up

If the winding up of a Company by the Court follows immediately on a Voluntary Winding Up (whether a Creditors Voluntary Winding Up or a Members Voluntary Winding Up) of the Company, the remuneration of the Liquidator in the Voluntary Winding Up, and costs and expenses of the Voluntary Winding Up, allowed by the Court rank in priority with the expenses mentioned in rule 5.50(a) (General rule about priority).

5.52. Saving for powers of the Court

5.52.1 In a winding up by the Court, the priorities provided by rule 5.50 (General rule about priority) are subject to the power of the Court to make orders under section 70 (Reference of questions to Court) of the AIFC Insolvency Regulations, if the assets are insufficient to satisfy the Liabilities.

5.52.2 These Rules do not apply to or affect the power of the Court, in proceedings by or against the Company, to order costs to be paid by the Company or the Liquidator. These Rules also do not affect the rights of any Person to whom costs are ordered to be paid by the Company or the Liquidator.

5.53. Confidentiality of Documents

5.53.1 The Responsible Insolvency Practitioner in any Insolvency Proceedings in relation to a Company may refuse to allow a Person to inspect a Document forming part of the records of the Insolvency Proceedings, even though the Person would otherwise be entitled to inspect the Document, if the Insolvency Practitioner considers that the Document:

• (a) should be treated as confidential; or
• (b) is of such a nature that its disclosure would be unreasonably injurious to the interests of the members or the creditors of the Company in its winding up.

5.53.2 Without limiting subrule 5.53.1, the Responsible Insolvency Practitioner may, under that subrule, refuse to allow the members of a liquidation committee or creditors committee to inspect a Document.

5.53.3 If the Responsible Insolvency Practitioner refuses to allow a Person to inspect a Document under subrule 5.53.1, the Person may apply to the Court for an order allowing the Person inspect the Document. The Court may make the orders on the application that it considers just.