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Insolvency (Amendment) Act (Northern Ireland) 2026

Type Act of the Northern Ireland Assembly

Publication 2026-06-24

Last updated 2026-06-30

State In force

Jurisdiction Northern Ireland

Department Government Printer for Northern Ireland

Source legislation.gov.uk

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Part 1 — Introductory

Introductory

1

(1) In this Act—

(a) Parts 2 to 8 contain amendments to the Insolvency (Northern Ireland) Order 1989 corresponding to those made to the Insolvency Act 1986 by sections 117 to 135 of the Small Business, Enterprise and Employment Act 2015;

(b) Part 9 makes provision corresponding to that made by and under sections 92 to 95 of the Enterprise and Regulatory Reform Act 2013;

(c) Part 10 contains provision replacing that made by section 1 of the Insolvency (Amendment) Act (Northern Ireland) 2016;

(d) Part 11 contains miscellaneous amendments relating to the law of insolvency;

(e) Part 12 contains amendments relating to insolvent partnerships.

(2) In Parts 2 to 11—

(a) “the 1989 Order” means the Insolvency (Northern Ireland) Order 1989, and

(b) any reference to a numbered Article, or Schedule, is a reference to that Article of, or Schedule to, the 1989 Order (unless otherwise stated).

Part 2 — Office-holder actions

Power for administrator to bring claim for fraudulent or wrongful trading

2

(1) In Part 7 of the 1989 Order, after Article 208 insert—

(208ZA) (1) If while a company is in administration it appears that any business of the company has been carried on— (a) with intent to defraud creditors of the company or creditors of any other person, or (b) for any fraudulent purpose, paragraph (2) has effect. (2) The High Court, on the application of the administrator, may declare that any persons who were knowingly parties to the carrying on of the business in the manner mentioned in paragraph (1) are to be liable to make such contributions (if any) to the company’s assets as the Court thinks proper. (208ZB) (1) If while a company is in administration it appears that paragraph (2) applies in relation to a person who is or has been a director of the company, the High Court, on the application of the administrator, may declare that that person is to be liable to make such contribution (if any) to the company’s assets as the Court thinks proper; but this is subject to paragraph (3). (2) This paragraph applies in relation to a person if— (a) the company has entered insolvent administration, (b) at some time before the company entered administration, that person knew or ought to have concluded that there was no reasonable prospect that the company would avoid entering insolvent administration or going into insolvent liquidation, and (c) the person was a director of the company at that time. (3) The High Court must not make a declaration under this Article with respect to any person if it is satisfied that, after the condition specified in paragraph (2)(b) was first satisfied in relation to the person, the person took every step with a view to minimising the potential loss to the company’s creditors as (on the assumption that the person had knowledge of the matter mentioned in paragraph (2)(b)) the person ought to have taken. (4) For the purposes of paragraphs (2) and (3), the facts which a director of a company ought to know or ascertain, the conclusions which the director ought to reach and the steps which the director ought to take are those which would be known or ascertained, or reached or taken, by a reasonably diligent person having both— (a) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company, and (b) the general knowledge, skill and experience that that director has. (5) The reference in paragraph (4) to the functions carried out in relation to a company by a director of the company includes any functions which the director does not carry out but which have been entrusted to the director. (6) For the purposes of this Article— (a) a company enters insolvent administration if it enters administration at a time when its assets are insufficient for the payment of its debts and other liabilities and the expenses of the administration; (b) a company goes into insolvent liquidation if it goes into liquidation at a time when its assets are insufficient for the payment of its debts and other liabilities and the expenses of the winding up. (7) In this Article “director” includes a shadow director. (8) This Article is without prejudice to Article 208ZA. (208ZC) Article 179 applies for the purposes of an application under Article 208ZA or 208ZB as it applies for the purposes of an application under Article 177 but as if the reference in Article 179(1) to the liquidator were a reference to the administrator.

(2) In Article 178 (wrongful trading)—

(a) in paragraph (2)(b), after “liquidation” insert “or entering insolvent administration”;

(b) in paragraph (3), for the words from “assuming” to “liquidation” substitute “on the assumption that he had knowledge of the matter mentioned in paragraph (2)(b)”;

(d) after paragraph (6) insert—

(6A) For the purposes of this Article a company enters insolvent administration if it enters administration at a time when its assets are insufficient for the payment of its debts and other liabilities and the expenses of the administration.

(3) Articles 208ZA to 208ZC (as inserted by subsection (1)) and the amendments made to Article 178 by subsection (2) apply in respect of the carrying on of any business of the company on or after the date on which this section comes into operation.

Power for liquidator or administrator to assign causes of action

3

After Article 208ZC (inserted by section 2) insert—

(208ZD) (1) This Article applies in the case of a company where— (a) the company enters administration, or (b) the company goes into liquidation; and “the office holder” means the administrator or the liquidator, as the case may be. (2) The office-holder may assign a right of action (including the proceeds of an action) arising under or by virtue of any of the following— (a) Article 13FA (challenges to monitor remuneration in subsequent insolvency proceedings); (b) Article 177 or 208ZA (fraudulent trading); (c) Article 178 or 208ZB (wrongful trading); (d) Article 202 (transactions at an undervalue); (e) Article 203 (preferences); (f) Article 206 (extortionate credit transactions).

Application of proceeds of office-holder claims

4

After Article 150ZA insert—

(150ZB) (1) This Article applies where— (a) there is a floating charge (whether created before or after the coming into operation of this Article) which relates to property of a company which— (i) is in administration, or (ii) has gone into liquidation, and (b) the administrator or the liquidator (referred to in this Article as “the office-holder”) has— (i) brought a claim under any provision mentioned in paragraph (3), or (ii) made an assignment in relation to a right of action under any such provision under Article 208ZD. (2) The proceeds of the claim or assignment are not to be treated as part of the company’s net property, that is to say the amount of its property which would be available for satisfaction of claims of holders of debentures secured by, or holders of, any floating charge created by the company. (3) The provisions are— (a) Article 177 or 208ZA (fraudulent trading); (b) Article 178 or 208ZB (wrongful trading); (c) Article 202 (transactions at an undervalue); (d) Article 203 (preferences); (e) Article 206 (extortionate credit transactions). (4) Paragraph (2) does not apply to a company if or in so far as it is disapplied by— (a) a voluntary arrangement in respect of the company, or (b) a compromise or arrangement agreed under Part 26 or 26A of the Companies Act 2006 (arrangements and reconstructions).

Part 3 — Removing requirements to seek sanction

Exercise of powers by liquidator: removal of need for sanction

5

(1) In Article 140 (voluntary winding up: powers of liquidator), for paragraphs (2) and (3) substitute—

(2) The liquidator may exercise any of the powers specified in Parts 1 to 3 of Schedule 2.

(2) In Article 142 (winding up by the High Court: powers of liquidator), for paragraph (1) substitute—

(1) Where a company is being wound up by the High Court, the liquidator may exercise any of the powers specified in Parts 1 to 3 of Schedule 2.

(3) Schedule 2 (powers of liquidator in a winding up) is amended as follows.

(4) After paragraph 2 insert—

(3) Power to compromise, on such terms as may be agreed— (a) all calls and liabilities to calls, all debts and liabilities capable of resulting in debts, and all claims (present or future, certain or contingent, ascertained or sounding only in damages) subsisting or supposed to subsist between the company and a contributory or alleged contributory or other debtor or person apprehending liability to the company, and (b) all questions in any way relating to or affecting the assets or the winding up of the company, and take any security for the discharge of any such call, debt, liability or claim and give a complete discharge in respect of it.

(5) Omit—

(a) paragraph 7A;

(b) the headings for each of Parts 1 to 3.

(6) In consequence of the amendments made by subsections (4) and (5)(a), omit section 7 of the Insolvency (Amendment) Act (Northern Ireland) 2016.

Exercise of powers by trustee in bankruptcy: removal of need for sanction

6

(1) Article 287 (bankruptcy: powers of trustee) is amended in accordance with subsections (2) to (4).

(2) For paragraph (1) substitute—

(1) The trustee may exercise any of the powers specified in Parts 1 and 2 of Schedule 3.

(3) In paragraph (2), omit “With the permission of the creditors’ committee or the High Court,”.

(4) Omit paragraphs (3) to (5).

(5) In Schedule 3 (powers of trustee in bankruptcy), omit the headings for each of Parts 1 to 3.

Part 4 — Position of creditors

Chapter 1 — Principal amendments

Abolition of requirements to hold meetings: company insolvency

7

(1) After Article 208ZD (inserted by section 3) insert—

(208ZE) (1) This Article applies where, for the purposes of Parts 1A to 7, a person (“P”) seeks a decision about any matter from a company’s creditors or contributories. (2) The decision may be made by any qualifying decision procedure P thinks fit, except that it may not be made by a creditors’ meeting or (as the case may be) a contributories’ meeting unless paragraph (3) applies. (3) This paragraph applies if at least the minimum number of creditors or (as the case may be) contributories make a request to P in writing that the decision be made by a creditors’ meeting or (as the case may be) a contributories’ meeting. (4) If paragraph (3) applies, P must summon a creditors’ meeting or (as the case may be) a contributories’ meeting. (5) Paragraph (2) is subject to any provision of this Order, the rules or any other legislation, or any order of the High Court— (a) requiring a decision to be made, or prohibiting a decision from being made, by a particular qualifying decision procedure (other than a creditors’ meeting or a contributories’ meeting); (b) permitting or requiring a decision to be made by a creditors’ meeting or a contributories’ meeting. (6) Article 208ZF provides that in certain cases the deemed consent procedure may be used instead of a qualifying decision procedure. (7) For the purposes of paragraph (3) the “minimum number” of creditors or contributories is any of the following— (a) 10% in value of the creditors or contributories; (b) 10% in number of the creditors or contributories; (c) 10 creditors or contributories. (8) The references in paragraph (7) to creditors are to creditors of any class, even where a decision is sought only from creditors of a particular class. (9) In this Article references to a meeting are to a meeting where the creditors or (as the case may be) contributories are invited to be present together at the same place (whether or not it is possible to attend the meeting without being present at that place). (10) Except as provided by paragraph (8), references in this Article to creditors include creditors of a particular class. (11) In Parts 1A to 7 “qualifying decision procedure” means a procedure prescribed or authorised under paragraph 8A of Schedule 5. (208ZF) (1) The deemed consent procedure may be used instead of a qualifying decision procedure where a company’s creditors or contributories are to make a decision about any matter, unless— (a) a decision about the matter is required by virtue of this Order, the rules or any other legislation to be made by a qualifying decision procedure, or (b) the High Court orders that a decision about the matter is to be made by a qualifying decision procedure. (2) If the rules provide for a company’s creditors or contributories to make a decision about the remuneration of any person, they must provide that the decision is to be made by a qualifying decision procedure. (3) The deemed consent procedure is that the relevant creditors other than opted-out creditors or (as the case may be) the relevant contributories are given notice of— (a) the matter about which they are to make a decision, (b) the decision that the person giving the notice proposes should be made (the “proposed decision”), (c) the effect of paragraphs (4) and (5), and (d) the procedure for objecting to the proposed decision. (4) If less than the appropriate number of relevant creditors or (as the case may be) relevant contributories object to the proposed decision in accordance with the procedure set out in the notice, the creditors or (as the case may be) the contributories are to be treated as having made the proposed decision. (5) Otherwise— (a) the creditors or (as the case may be) the contributories are to be treated as not having made a decision about the matter in question, and (b) if a decision about that matter is again sought from the creditors or (as the case may be) the contributories, it must be sought using a qualifying decision procedure. (6) For the purposes of paragraph (4) the “appropriate number” of relevant creditors or relevant contributories is 10% in value of those creditors or contributories. (7) “Relevant creditors” means the creditors who, if the decision were to be made by a qualifying decision procedure, would be entitled to vote in the procedure. (8) “Relevant contributories” means the contributories who, if the decision were to be made by a qualifying decision procedure, would be entitled to vote in the procedure. (9) In this Article references to creditors include creditors of a particular class. (10) The rules may make further provision about the deemed consent procedure. (208ZG) (1) Regulations may amend Article 208ZE so as to change the definition of— (a) the minimum number of creditors; (b) the minimum number of contributories. (2) Regulations may amend Article 208ZF so as to change the definition of— (a) the appropriate number of relevant creditors; (b) the appropriate number of relevant contributories. (3) Regulations under this Article may define the minimum number or the appropriate number by reference to any one or more of— (a) a proportion in value; (b) a proportion in number; (c) an absolute number; and the definition may include alternative, cumulative or relative requirements. (4) Regulations under paragraph (1) may define the minimum number of creditors or contributories by reference to all creditors or contributories, or by reference to creditors or contributories of a particular description. (5) Regulations under this Article may make transitional provision. (6) Regulations may not be made under this Article unless a draft of the regulations has been laid before, and approved by a resolution of, the Assembly.

(2) In Schedule 5 (provision that may be included in company insolvency rules), after paragraph 8 insert—

(8A) (1) Provision about the making of decisions by creditors and contributories, including provision— (a) prescribing particular procedures by which creditors and contributories may make decisions; (b) authorising the use of other procedures for creditors and contributories to make decisions, if those procedures comply with prescribed requirements. (2) Provision under sub-paragraph (1) may in particular include provision about— (a) how creditors and contributories may request that a creditors’ meeting or a contributories’ meeting be held; (b) the rights of creditors, contributories and others to be given notice of, and participate in, procedures; (c) creditors’ and contributories’ rights to vote in procedures; (d) the period within which any right to participate or vote is to be exercised; (e) the proportion of creditors or contributories that must vote for a proposal for it to be approved; (f) how the value of any debt or contribution should be determined; (g) the time at which decisions taken by a procedure are to be treated as having been made.

(3) In Article 5 (interpretation of Parts 1A to 7), insert each of the following definitions in its appropriate place—

“deemed consent procedure” means the deemed consent procedure provided for by Article 208ZF;

“qualifying decision procedure” has the meaning given by Article 208ZE(11);

Abolition of requirements to hold meetings: individual insolvency

8

(1) After Article 345 insert—

(345A) (1) This Article applies where, for the purposes of Parts 7A to 10, a person (“P”) seeks a decision about any matter from an individual’s creditors. (2) The decision may be made by any creditors’ decision procedure P thinks fit, except that it may not be made by a creditors’ meeting unless paragraph (3) applies. (3) This paragraph applies if at least the minimum number of creditors request in writing that the decision be made by a creditors’ meeting. (4) If paragraph (3) applies, P must summon a creditors’ meeting. (5) Paragraph (2) is subject to any provision of this Order, the rules or any other legislation, or any order of the High Court— (a) requiring a decision to be made, or prohibiting a decision from being made, by a particular creditors’ decision procedure (other than a creditors’ meeting); (b) permitting or requiring a decision to be made by a creditors’ meeting. (6) Article 345B provides that in certain cases the deemed consent procedure may be used instead of a creditors’ decision procedure. (7) For the purposes of paragraph (3) the “minimum number” of creditors is any of the following— (a) 10% in value of the creditors; (b) 10% in number of the creditors; (c) 10 creditors. (8) The references in paragraph (7) to creditors are to creditors of any class, even where a decision is sought only from creditors of a particular class. (9) In this Article references to a meeting are to a meeting where the creditors are invited to be present together at the same place (whether or not it is possible to attend the meeting without being present at that place). (10) Except as provided by paragraph (8), references in this Article to creditors include creditors of a particular class. (11) In Parts 7A to 10 “creditors’ decision procedure” means a procedure prescribed or authorised under paragraph 9A of Schedule 6. (345B) (1) The deemed consent procedure may be used instead of a creditors’ decision procedure where an individual’s creditors are to make a decision about any matter, unless— (a) a decision about the matter is required by virtue of this Order, the rules or any other legislation to be made by a creditors’ decision procedure, or (b) the High Court orders that a decision about the matter is to be made by a creditors’ decision procedure. (2) If the rules provide for an individual’s creditors to make a decision about the remuneration of any person, they must provide that the decision is to be made by a creditors’ decision procedure. (3) The deemed consent procedure is that the relevant creditors other than opted-out creditors are given notice of— (a) the matter about which the creditors are to make a decision, (b) the decision the person giving the notice proposes should be made (the “proposed decision”), (c) the effect of paragraphs (4) and (5), and (d) the procedure for objecting to the proposed decision. (4) If less than the appropriate number of relevant creditors object to the proposed decision in accordance with the procedure set out in the notice, the creditors are to be treated as having made the proposed decision. (5) Otherwise— (a) the creditors are to be treated as not having made a decision about the matter in question, and (b) if a decision about that matter is again sought from the creditors, it must be sought using a creditors’ decision procedure. (6) For the purposes of paragraph (4) the “appropriate number” of relevant creditors is 10% in value of those creditors. (7) “Relevant creditors” means the creditors who, if the decision were to be made by a creditors’ decision procedure, would be entitled to vote in the procedure. (8) In this Article references to creditors include creditors of a particular class. (9) The rules may make further provision about the deemed consent procedure. (345C) (1) Regulations may amend Article 345A so as to change the definition of the minimum number of creditors. (2) Regulations may amend Article 345B so as to change the definition of the appropriate number of relevant creditors. (3) Regulations under this Article may define the minimum number or the appropriate number by reference to any one or more of— (a) a proportion in value; (b) a proportion in number; (c) an absolute number; and the definition may include alternative, cumulative or relative requirements. (4) Regulations under paragraph (1) may define the minimum number of creditors by reference to all creditors, or by reference to creditors of a particular description. (5) Regulations under this Article may make transitional provision. (6) Regulations may not be made under this Article unless a draft of the regulations has been laid before, and approved by a resolution of, the Assembly.

(2) In Schedule 6 (provision that may be included in individual insolvency rules), after paragraph 9 insert—

(9A) (1) Provision about the making of decisions by creditors, including provision— (a) prescribing particular procedures by which creditors may make decisions; (b) authorising the use of other procedures for creditors to make decisions, if those procedures comply with prescribed requirements. (2) Provision under sub-paragraph (1) may in particular include provision about— (a) how creditors may request that a creditors’ meeting be held; (b) the rights of creditors and others to be given notice of, and participate in, procedures; (c) creditors’ rights to vote in procedures; (d) the period within which any right to participate or vote is to be exercised; (e) the proportion of creditors that must vote for a proposal for it to be approved; (f) how the value of any debt should be determined; (g) the time at which decisions taken by a procedure are to be treated as having been made.

(3) In Article 9 (interpretation of Parts 7A to 10), insert each of the following definitions in its appropriate place—

“creditors’ decision procedure” has the meaning given by Article 345A(11);

“deemed consent procedure” means the deemed consent procedure provided for by Article 345B;

Ability for creditors to opt not to receive certain notices: company insolvency

9

(1) After Article 208ZI (inserted by section 101(1) below) insert—

(208ZJ) (1) Any provision of the rules which requires an office-holder of a company to give a notice to creditors of the company does not apply, in circumstances prescribed by the rules, in relation to opted-out creditors. (2) Paragraph (1)— (a) does not apply in relation to a notice of a distribution or proposed distribution to creditors; (b) is subject to any order of the High Court requiring a notice to be given to all creditors (or all creditors of a particular category). (3) Except as provided by the rules, a creditor may participate and vote in a qualifying decision procedure or a deemed consent procedure even though, by virtue of being an opted-out creditor, the creditor does not receive notice of it. (4) In this Article— - “give” includes deliver, furnish or send; - “notice” includes any document or information in any other form; - “office-holder”, in relation to a company, means— a liquidator, provisional liquidator, administrator or administrative receiver of the company, or the supervisor of a voluntary arrangement which has taken effect under Part 2 in relation to the company.

(2) After Article 8 insert—

(8A) (1) For the purposes of Parts 2 to 7 “opted-out creditor”, in relation to an office-holder of a company, means a person who— (a) is a creditor of the company, and (b) in accordance with the rules has elected (or is deemed to have elected) to be (and not to cease to be) an opted-out creditor in relation to the office-holder. (2) In this Article, “office-holder”, in relation to a company, means— (a) a liquidator, provisional liquidator, administrator or administrative receiver of the company, or (b) the supervisor of a voluntary arrangement which has taken effect under Part 2 in relation to the company.

(3) In Schedule 5 (provision that may be included in company insolvency rules), after paragraph 5 insert—

(5A) Provision for enabling a creditor of a company to elect to be, or to cease to be, an opted-out creditor in relation to an office-holder of the company (within the meaning of Article 8A), including, in particular, provision— (a) for requiring an office-holder to provide information to creditors about how they may elect to be, or cease to be, opted-out creditors; (b) for deeming an election to be, or cease to be, an opted-out creditor in relation to a particular office-holder of a company to be such an election also in relation to any other office-holder of the company.

Ability for creditors to opt not to receive certain notices: individual insolvency

10

(1) After Article 345D (inserted by section 101(2) below) insert—

(345E) (1) Any provision of the rules which requires an office-holder to give a notice to creditors of an individual does not apply, in circumstances prescribed by the rules, in relation to opted-out creditors. (2) Paragraph (1)— (a) does not apply in relation to a notice of a distribution or proposed distribution to creditors; (b) is subject to any order of the High Court requiring a notice to be given to all creditors (or all creditors of a particular category). (3) Except as provided by the rules, a creditor may participate and vote in a creditors’ decision procedure or a deemed consent procedure even though, by virtue of being an opted-out creditor, the creditor does not receive notice of it. (4) In this Article— - “give” includes deliver, furnish or send; - “notice” includes any document or information in any other form; - “office-holder”, in relation to an individual, means— where a bankruptcy order is made against the individual, the official receiver or the trustee in bankruptcy; where an interim receiver of the individual’s property is appointed, the interim receiver; the supervisor of a voluntary arrangement approved under Chapter 2 of Part 8 in relation to the individual.

(2) After Article 11 insert—

(11A) (1) For the purposes of Parts 7A to 10 “opted-out creditor” in relation to an office-holder for an individual means a person who— (a) is a creditor of the individual, and (b) in accordance with the rules has elected (or is deemed to have elected) to be (and not to cease to be) an opted-out creditor in relation to the office-holder. (2) In this Article, “office-holder”, in relation to an individual, means— (a) where a bankruptcy order is made against the individual, the official receiver or the trustee in bankruptcy; (b) where an interim receiver of the individual’s property is appointed, the interim receiver; (c) the supervisor of a voluntary arrangement approved under Chapter 2 of Part 8 in relation to the individual.

(3) In Schedule 6 (provision that may be included in individual insolvency rules), after paragraph 5 insert—

(5ZA) Provision for enabling a creditor of an individual to elect to be, or to cease to be, an opted-out creditor in relation to an office-holder for the individual (within the meaning of Article 11A), including, in particular, provision— (a) for requiring an office-holder to provide information to creditors about how they may elect to be, or cease to be, opted-out creditors; (b) for deeming an election to be, or cease to be, an opted-out creditor in relation to a particular office-holder for an individual to be such an election also in relation to any other office-holder for the individual.

Chapter 2 — Further amendments: Company insolvency

Moratoriums

11

(1) Article 13CC (creditor consent for the purposes of Article 13CB) is amended as follows.

(2) In paragraph (2), for “at a meeting of pre-moratorium creditors” substitute “using a qualifying decision procedure”.

(3) Omit paragraph (3).

Challenge to directors’ actions

12

In Article 13FB (challenge to directors’ actions), for paragraph (4)(c) substitute—

(c) require a decision of the company’s creditors to be sought (using a qualifying decision procedure) on such matters as the Court may direct, or

Regulated companies: modifications to Part 1A

13

In Article 13H (regulated companies: modifications to Part 1A), in paragraphs (4) and (6), for the words from “any meeting” to “held” substitute “any qualifying decision procedure by which a decision of the company’s creditors is sought”.

Company voluntary arrangements

Nominee’s report on company’s proposal

14

In Article 15(2) (nominee’s report on company’s proposal), for sub-paragraphs (aa) and (b) substitute—

(b) whether, in his opinion, the proposal should be considered by a meeting of the company and by the company’s creditors, and (c) if in his opinion it should, the date on which, and time and place at which, he proposes a meeting of the company should be held.

Summoning of meetings

15

(1) Article 16 (summoning of meetings) is amended as follows.

(2) In paragraph (1)—

(a) for the words from “that” to “summoned” substitute “under Article 15(2) that the proposal should be considered by a meeting of the company and by the company’s creditors”;

(b) for the words from “directs)” to the end substitute

directs)— (a) summon a meeting of the company, for the time, date and place proposed in the report, for the purpose of considering the proposal, and (b) seek a decision from the company’s creditors as to whether they approve the proposal.

(3) In paragraph (2), for the words from “shall” to the end substitute

must— (a) summon a meeting of the company, for such time, date and place as he thinks fit, for the purpose of considering the proposal, and (b) seek a decision from the company’s creditors as to whether they approve the proposal.

(4) For paragraph (3) substitute—

(3) A decision of the company’s creditors as to whether they approve the proposal is to be made by a qualifying decision procedure. (4) Notice of the qualifying decision procedure must be given to every creditor of the company of whose claim and address the person seeking the decision is aware.

(5) For the heading substitute “Consideration of proposal”.

Decisions of meetings

16

(1) Article 17 (decisions of meetings) is amended as follows.

(2) For paragraph (1) substitute—

(1) This Article applies where, under Article 16— (a) a meeting of the company is summoned to consider the proposed voluntary arrangement, and (b) the company’s creditors are asked to decide whether to approve the proposed voluntary arrangement. (1A) The company and its creditors may approve the proposed voluntary arrangement with or without modifications.

(3) In paragraph (3), for “A meeting so summoned shall not” substitute “Neither the company nor its creditors may”.

(4) In paragraph (4), for “A meeting so summoned shall not” substitute “Neither the company nor its creditors may”.

(5) In paragraph (4A), for “a meeting so summoned may not” substitute “neither the company nor its creditors may”.

(6) In paragraph (5), for “each of the meetings” substitute “the meeting of the company and the qualifying decision procedure”.

(7) In paragraph (6), for “either” substitute “the company”.

(8) After paragraph (6) insert—

(6A) After the company’s creditors have decided whether to approve the proposed voluntary arrangement the person who sought the decision must— (a) report the creditors’ decision to the High Court, and (b) immediately after reporting to the Court, give notice of the creditors’ decision to such persons as may be prescribed.

(9) In the heading, for “meetings” substitute “the company and its creditors”.

Approval of arrangement

17

(1) Article 17A (approval of arrangement) is amended as follows.

(2) In paragraph (2)—

(a) in sub-paragraph (a), for “both meetings summoned under Article 16” substitute “the meeting of the company summoned under Article 16 and by the company’s creditors pursuant to that Article”;

(b) in sub-paragraph (b), for “creditors’ meeting summoned under” substitute “company’s creditors pursuant to”.

(3) In paragraphs (3), (4)(a) and (6)(a), for “creditors’ meeting” substitute “company’s creditors”.

Effect of approval

18

(1) Article 18 (effect of approval) is amended as follows.

(2) In paragraph (2)—

(a) in sub-paragraph (a), for “at the creditors’ meeting, and” substitute

— (i) at the time the creditors decided to approve the voluntary arrangement, or (ii) where the decision has effect as a result of an order of the High Court under Article 17A(6)(a), at the time the meeting of the company decided to approve the voluntary arrangement, and

(b) in sub-paragraph (b)(i), for the words from “at that” to “it)” substitute “in the qualifying decision procedure by which the creditors decided on whether to approve the arrangement”;

(3) For paragraph (4)(a) substitute—

(a) at any time before the end of the period of 28 days beginning with the day on which the reporting requirement in Article 17 is met, or

(4) After paragraph (4) add—

(5) For the purposes of paragraph (4)(a), the day on which the reporting requirement is met is— (a) if the reports required by Article 17(6) and (6A) are made to the High Court on the same day, that day; (b) if those reports are made on different days, the later of them.

Challenge of decisions

19

(1) Article 19 (challenge of decisions) is amended as follows.

(2) In paragraph (1)(b), for “either of the meetings” substitute “the meeting of the company, or in relation to the relevant qualifying decision procedure”.

(3) After paragraph (1) insert—

(1A) In this Article— (a) the “relevant qualifying decision procedure” means the qualifying decision procedure in which the company’s creditors decide whether to approve a voluntary arrangement; (b) references to a decision made in the relevant qualifying decision procedure include any other decision made in that qualifying decision procedure.

(4) In paragraph (2)—

(a) in sub-paragraph (a), for “either of the meetings” substitute “the meeting of the company or in the relevant qualifying decision procedure”;

(b) in sub-paragraph (aa), for “at the creditors’ meeting” substitute “in the relevant qualifying decision procedure”.

(5) For paragraph (3)(a) substitute—

(a) after the end of the period of 28 days beginning with the day on which the reporting requirement in Article 17 is met, or

(6) In paragraph (3)(b)—

(a) for “creditors’ meeting” substitute “relevant qualifying decision procedure”;

(b) for “the meeting” substitute “the relevant qualifying decision procedure”.

(7) After paragraph (3) insert—

(3A) For the purposes of paragraph (3)(a), the day on which the reporting requirement is met is— (a) if the reports required by Article 17(6) and (6A) are made to the High Court on the same day, that day; (b) if those reports are made on different days, the later of them.

(8) In paragraph (4), for “one or both” substitute “any”.

(9) In paragraph (4)(a), for “in question” substitute “of the company, or in the relevant qualifying decision procedure,”.

(10) In paragraph (4)(b)—

(a) for “further meetings” substitute “a further company meeting”;

(b) for “, a further company or (as the case may be) creditors’” substitute “and relating to the company meeting, a further company”.

(11) In paragraph (4), after sub-paragraph (b) add—

(c) direct any person— (i) to seek a decision from the company’s creditors (using a qualifying decision procedure) as to whether they approve any revised proposal the person who made the original proposal may make, or (ii) in a case falling within paragraph (1)(b) and relating to the relevant qualifying decision procedure, to seek a decision from the company’s creditors (using a qualifying decision procedure) as to whether they approve the original proposal.

(12) In paragraph (5), for “for the summoning of meetings to consider” substitute “or (c) in relation to”.

(13) In paragraph (6)—

(a) after “meeting” insert “or relevant qualifying decision procedure”;

(b) in sub-paragraph (a), after “(4)(b)” insert “or (c)”.

(14) For paragraph (7) substitute—

(7) Except in pursuance of the preceding provisions of this Article— (a) a decision taken at a company meeting summoned under Article 16 is not invalidated by any irregularity at or in relation to the meeting, and (b) a decision of the company’s creditors made in the relevant qualifying decision procedure is not invalidated by any irregularity in relation to the relevant qualifying decision procedure.

(15) In consequence of subsections (5) and (14), omit paragraph 7(4)(a) and (8) of Schedule 2 to the Insolvency (Northern Ireland) Order 2002.

Supervisor of voluntary arrangement

20

In Article 20(2)(a) (supervisor of the voluntary arrangement), for “given at one or both of the meetings summoned under” substitute “of the voluntary arrangement by the company or its creditors (or both) pursuant to”.

Administration

21

Schedule 1 to this Act amends Schedule B1 (administration).

Offences

22

(1) Schedule 7 (offences) is amended as follows.

(2) In the entry for Schedule B1, paragraph 52(5), in column 2, for “arrange initial creditors’ meeting” substitute “seek creditors’ decision”.

(3) In the entry for Schedule B1, paragraph 54(3), in column 2, for “at initial creditors’ meeting” substitute “by creditors”.

(4) In the entry for Schedule B1, paragraph 55(7), in column 2, for the words from “decision” to “consider” substitute “creditors’ decision on”.

(5) In the entry for Schedule B1, paragraph 57(2), in column 2, for “summon creditors’ meeting” substitute “seek creditors’ decision”.

Receivers and managers

Report by administrative receiver

23

(1) Article 58 (report by administrative receiver) is amended as follows.

(2) In paragraph (1), after “such creditors” insert “, other than opted-out creditors,”.

(3) In paragraph (2)—

(a) in sub-paragraph (a), after “company” insert “, other than opted-out creditors”;

(b) omit the words after sub-paragraph (b).

(4) Omit paragraph (3).

Committee of creditors

24

In Article 59(1) (committee of creditors), for the words from the beginning to “fit” substitute “Where an administrative receiver has sent or published a report as mentioned in Article 58(2) the company’s unsecured creditors may, in accordance with the rules”.

Winding up

Progress report to company

25

In Article 79 as substituted by section 3(1) of the Insolvency (Amendment) Act (Northern Ireland) 2016 (progress report to company), in paragraph (1), for “Articles 82 and 88” substitute “Article 82”.

Final meeting prior to dissolution

26

For Article 80 (final meeting prior to dissolution) substitute—

(80) (1) As soon as the company’s affairs are fully wound up, the liquidator must make up an account of the winding up, showing how it has been conducted and how the company’s property has been disposed of. (2) The liquidator must send a copy of the account to the members of the company before the end of the period of 14 days beginning with the day on which the account is made up. (3) The liquidator must send a copy of the account to the registrar before the end of that period (but not before sending it to the members of the company). (4) If the liquidator does not comply with paragraph (2), the liquidator is guilty of an offence. (5) If the liquidator does not comply with paragraph (3), the liquidator is guilty of an offence and, for a continued contravention, is guilty of a continuing offence.

Effect of company’s insolvency

27

(1) Article 81 (effect of company’s insolvency) is amended as follows.

(2) After paragraph (1) insert—

(1A) The liquidator must before the end of the period of 7 days beginning with the day after the day on which the liquidator formed that opinion— (a) make out a statement in the prescribed form as to the affairs of the company, and (b) send it to the company’s creditors.

(3) Omit paragraphs (2), (3), (5) and (6).

(4) After paragraph (4) insert—

(4A) The company’s creditors may in accordance with the rules nominate a person to be the liquidator in a creditors’ voluntary winding up of the company (see Article 82). (4B) The liquidator in the members’ voluntary winding up must in accordance with the rules seek such a nomination from the company’s creditors.

(5) In paragraph (7), for the words from “contravenes this Article” to the end substitute

fails to— (a) make out and send the statement required by paragraphs (1A) and (4), or (b) verify the statement by affidavit as required by paragraph (4), the liquidator is guilty of an offence.

Conversion to creditors’ voluntary winding up

28

For Article 82 (conversion to creditors’ voluntary winding up) substitute—

(82) (1) The winding up becomes a creditors’ voluntary winding up as from the day on which— (a) the company’s creditors under Article 81 nominate a person to be liquidator, or (b) the procedure by which the company’s creditors were to have made such a nomination concludes without a nomination having been made. (2) As from that day, this Order has effect as if the directors’ declaration under Article 75 had not been made. (3) The liquidator in the creditors’ voluntary winding up is to be the person nominated by the company’s creditors under Article 81 or, where no person has been so nominated, the existing liquidator. (4) In the case of the creditors nominating a person other than the existing liquidator, any director, member or creditor of the company may, within 7 days after the date on which the nomination was made by the creditors, apply to the High Court for an order either— (a) directing that the existing liquidator is to be liquidator instead of or jointly with the person nominated by the creditors, or (b) appointing some other person to be liquidator instead of the person nominated by the creditors. (5) Where the holder of a qualifying floating charge in respect of the company’s property (within the meaning of paragraph 15 of Schedule B1) makes an application under paragraph (4), the High Court must grant the application unless the Court thinks it right to refuse it because of the particular circumstances of the case. (6) The “existing liquidator” is the person who is liquidator immediately before the winding up becomes a creditors’ voluntary winding up.

Application of Chapter 4

29

In Article 83(2) (application of Chapter 4), for “84 and 85” substitute “85 and 86”.

Meeting of creditors

30

(1) Omit Article 84 (meeting of creditors).

(2) In consequence of the amendments made by section 27(3) and subsection (1), omit section 4 of the Insolvency (Amendment) Act (Northern Ireland) 2016.

Directors’ statement of affairs to creditors

31

(1) Article 85 (directors to lay statement of affairs before creditors) is amended as follows.

(2) For paragraph (1) substitute—

(1) The directors of the company must, before the end of the period of 7 days beginning with the day after the day on which the company passes a resolution for voluntary winding up— (a) make out a statement in the prescribed form as to the affairs of the company, and (b) send the statement to the company’s creditors.

(3) For paragraph (3) substitute—

(3) If the directors without reasonable excuse contravene paragraph (1) or (2), they are guilty of an offence.

Appointment of liquidator

32

For Article 86(1) (appointment of liquidator) substitute—

(1) The company may nominate a person to be liquidator at the company meeting at which the resolution for voluntary winding up is passed. (1A) The company’s creditors may in accordance with the rules nominate a person to be liquidator. (1B) The directors of the company must in accordance with the rules seek such a nomination from the company’s creditors.

Appointment of liquidation committee

33

(1) Article 87 (appointment of liquidation committee) is amended as follows.

(2) In paragraph (1), for “The creditors at the meeting to be held under Article 84 or at any subsequent meeting may, if they think fit,” substitute “The creditors may in accordance with the rules”.

(3) In paragraph (3)—

(a) for “resolve”, in both places that it occurs, substitute “decide”;

(b) for “the persons mentioned in the resolution”, in both places that it occurs, substitute “those persons”.

Creditors’ meeting where winding up converted under Article 82

34

Omit Article 88 (creditors’ meeting where winding up converted under Article 82).

Progress report to company and creditors

35

In Article 91 as substituted by section 3(2) of the Insolvency (Amendment) Act (Northern Ireland) 2016 (progress report to company and creditors), in paragraph (1)(b)(i), after “creditors” insert “, other than opted-out creditors,”.

Final meeting prior to dissolution

36

For Article 92 (final meeting prior to dissolution) substitute—

(92) (1) As soon as the company’s affairs are fully wound up, the liquidator must make up an account of the winding up, showing how it has been conducted and how the company’s property has been disposed of. (2) The liquidator must, before the end of the period of 14 days beginning with the day on which the account is made up— (a) send a copy of the account to the company’s members, (b) send a copy of the account to the company’s creditors, other than opted-out creditors, and (c) give the company’s creditors, other than opted-out creditors, a notice explaining the effect of Article 147(2H) and how they may object to the liquidator’s release. (3) The liquidator must during the relevant period send to the registrar— (a) a copy of the account, and (b) a statement of whether any of the company’s creditors objected to the liquidator’s release. (4) The relevant period is the period of 7 days beginning with the day after the last day of the period prescribed by the rules as the period within which the creditors may object to the liquidator’s release. (5) If the liquidator does not comply with paragraph (2) the liquidator is guilty of an offence. (6) If the liquidator does not comply with paragraph (3) the liquidator is guilty of an offence and, for a continued contravention, is guilty of a continuing offence.

Powers of directors where no liquidator appointed or nominated by company

37

In Article 99(2) (restriction on exercise of powers where no liquidator appointed or nominated by company)—

(a) omit “Article 84 (creditors’ meeting) and”;

(b) after “Article 85 (statement of affairs)” insert “and Article 86(1B) (nomination of liquidator by creditors)”.

Functions of official receiver in relation to office of liquidator

38

(1) Article 116 (functions of official receiver in relation to office of liquidator) is amended as follows.

(2) In paragraph (4), for “summon separate meetings of” substitute “in accordance with the rules seek nominations from”.

(3) For paragraphs (5) and (6) substitute—

(5) It is the duty of the official receiver— (a) as soon as practicable within the period of 12 weeks from the day on which the winding-up order was made, to decide whether to exercise his power under paragraph (4), (b) if in pursuance of sub-paragraph (a) he decides not to exercise that power, to give notice of his decision, before the end of that period, to the High Court and to the company’s creditors and contributories, and (c) (whether or not he has decided to exercise that power) to exercise his power under paragraph (4) if he is at any time requested, in accordance with the rules, to do so by one-quarter, in value, of the company’s creditors. (6) A notice under paragraph (5)(b) to the company’s creditors must contain an explanation of the creditors’ power under paragraph (5)(c) to require the official receiver to seek nominations from the company’s creditors and contributories. (7) Where the creditors exercise their power under paragraph (5)(c) before the official receiver has performed the duty under paragraph (5)(a), the duties under paragraph (5)(a) and (b) no longer apply. (8) Where the creditors exercise their power under paragraph (5)(c) after the official receiver has performed the duty under paragraph (5)(a) but before he has performed the duty under paragraph (5)(b), the duty under paragraph (5)(b) no longer applies.

Appointment by Department

39

(1) Article 117 (appointment by Department) is amended as follows.

(2) In paragraph (2)—

(a) for “meetings are held” substitute “nominations are sought from the company’s creditors and contributories”;

(b) omit “of those meetings”.

(3) In paragraph (5), for the words from “shall” to the end substitute “must explain the procedure for establishing a liquidation committee under Article 120.”.

Choice of liquidator at meetings of creditors and contributories

40

(1) Article 118 (choice of liquidator at meetings of creditors and contributories) is amended as follows.

(2) In paragraph (1), for “separate meetings of the company’s creditors and contributories are summoned” substitute “nominations are sought from the company’s creditors and contributories”.

(3) In paragraph (2), for “at their respective meetings may” substitute “may in accordance with the rules”.

(4) In the heading, for “at meetings of” substitute “by”.

Appointment of liquidator by High Court following administration or voluntary arrangement

41

In Article 119(3) (appointment of liquidator by High Court following administration or voluntary arrangement), for the words from “he” to the end substitute “Article 116(5)(a) and (b) do not apply.”.

Liquidation committee

42

In Article 120 (liquidation committee), for paragraphs (1) to (3) substitute—

(1) This Article applies where a winding up order has been made. (2) If— (a) the company’s creditors decide that a liquidation committee should be established, and (b) the company’s contributories also so decide, a liquidation committee is to be established in accordance with the rules. (3) If only the company’s creditors, or only the company’s contributories, decide that a liquidation committee should be established, a liquidation committee is to be established in accordance with the rules unless the court decides otherwise. (3A) A “liquidation committee” is a committee having such functions as are conferred on it by or under this Order. (3B) The liquidator must seek a decision from the company’s creditors and contributories as to whether a liquidation committee should be established if requested, in accordance with the rules, to do so by one-tenth in value of the company’s creditors. (3C) Paragraph (3B) does not apply where the liquidator is the official receiver.

Duty to summon final meeting

43

(1) For Article 124 (duty to summon final meeting) substitute—

(124) (1) This Article applies where a company is being wound up by the High Court and the liquidator is not the official receiver. (2) If it appears to the liquidator that the winding up of the company is for practical purposes complete, the liquidator must make up an account of the winding up, showing how it has been conducted and how the company’s property has been disposed of. (3) The liquidator must— (a) send a copy of the account to the company’s creditors, other than opted-out creditors, and (b) give the company’s creditors, other than opted-out creditors, a notice explaining the effect of Article 148(4F) and how they may object to the liquidator’s release. (4) The liquidator must during the relevant period send to the High Court and the registrar— (a) a copy of the account, and (b) a statement of whether any of the company’s creditors objected to the liquidator’s release. (5) The relevant period is the period of 7 days beginning with the day after the last day of the period prescribed by the rules as the period within which the creditors may object to the liquidator’s release.

(2) In consequence of subsection (1), paragraph 102 of the Schedule to the Insolvency Amendment (EU 2015/848) Regulations 2017 is omitted.

Delegation of High Court’s powers to liquidator

44

In Article 137(1) (delegation of High Court’s powers to liquidator), for sub-paragraph (a) substitute—

(a) the seeking of decisions on any matter from creditors and contributories,

Liquidator’s powers and duties in creditors’ voluntary winding up

45

(1) Article 141 (liquidator’s powers and duties in creditors’ voluntary winding up) is amended as follows.

(2) In paragraph (2), for the words from “during” to the end substitute “before—

(a) the company’s creditors nominate a person under Article 86 to be liquidator, or (b) the procedure by which the company’s creditors were to have made such a nomination concludes without a nomination having been made.

(3) Omit paragraph (4).

(4) In paragraph (5), for the words from the beginning to the end of sub-paragraph (b) substitute

If the directors fail to comply with— (a) Article 85(1) or (2), or (b) Article 86(1B),

Liquidator’s supplementary powers

46

In Article 143 (liquidator’s supplementary powers), for paragraph (2) substitute—

(2) The liquidator may seek a decision on any matter from the company’s creditors or contributories; and must seek a decision on a matter— (a) from the company’s creditors, if requested to do so by one-tenth in value of the creditors; (b) from the company’s contributories, if requested to do so by one-tenth in value of the contributories.

Removal of liquidator: voluntary winding up

47

(1) Article 145 (removal etc of liquidator in voluntary winding up) is amended as follows.

(2) In paragraph (2)(b), for “general meeting of the company’s creditors summoned” substitute “decision of the company’s creditors made by a qualifying decision procedure instigated”.

(3) For paragraph (3) substitute—

(3) Where the liquidator in a members’ voluntary winding up was appointed by the High Court under Article 94, a meeting such as is mentioned in paragraph (2)(a) shall be summoned only if— (a) the liquidator thinks fit, (b) the High Court so directs, or (c) the meeting is requested in accordance with the rules by members representing not less than one-half of the total voting rights of all the members having at the date of the request a right to vote at the meeting. (3A) Where the liquidator in a creditors’ voluntary winding up was appointed by the High Court under Article 94, a qualifying decision procedure such as is mentioned in paragraph (2)(b) is to be instigated only if— (a) the liquidator thinks fit, (b) the High Court so directs, or (c) it is requested in accordance with the rules by not less than one-half in value of the company’s creditors.

(4) For paragraph (6) substitute—

(6) In the case of a members’ voluntary winding up where the liquidator has produced an account of the winding up under Article 80 (final account), the liquidator vacates office as soon as the liquidator has complied with Article 80(3) (requirement to send final account to registrar). (7) In the case of a creditors’ voluntary winding up where the liquidator has produced an account of the winding up under Article 92 (final account), the liquidator vacates office as soon as the liquidator has complied with Article 92(3) (requirement to send final account etc to registrar).

Removal of liquidator: winding up by the High Court

48

(1) Article 146 (removal etc of liquidator in winding up by the High Court) is amended as follows.

(2) In paragraph (2), for “general meeting of the company’s creditors summoned” substitute “decision of the company’s creditors made by a qualifying decision procedure instigated”.

(3) In paragraph (3)—

(a) in sub-paragraph (a), omit “a meeting of”;

(b) for the words from “a general meeting” to “the meeting” substitute “a qualifying decision procedure such as is mentioned in paragraph (2) is to be instigated only if the liquidator thinks fit, the High Court so directs, or it”.

(4) For paragraph (7) substitute—

(7) Where the liquidator has produced an account of the winding up under Article 124 (final account), the liquidator vacates office as soon as the liquidator has complied with Article 124(4) (requirement to send account etc to registrar and the High Court).

Release of liquidator: voluntary winding up

49

(1) Article 147 (release of liquidator in voluntary winding up) is amended as follows.

(2) For paragraph (2) substitute—

(2) A person who has ceased to be a liquidator has his release in accordance with paragraphs (2A) to (2H). (2A) Where the person has been removed from office by a general meeting of the company, the person has his release with effect from the time at which notice is given to the registrar in accordance with the rules that the person has ceased to hold office. (2B) Where the person has been removed from office by a decision of the company’s creditors— (a) if the company’s creditors have decided against his release, the person has his release with effect from such time as the Department may, on the application of the person, determine, or (b) if the company’s creditors have not decided against his release, the person has his release with effect from the time at which notice is given to the registrar in accordance with the rules that the person has ceased to hold office. (2C) Where the person has died, the person has his release with effect from the time at which notice is given to the registrar in accordance with the rules that the person has ceased to hold office. (2D) Where the person has been removed from office by the High Court, the person has his release with effect from such time as the Department may, on the application of the person, determine. (2E) Where the person has vacated office under Article 145(4), the person has his release with effect from such time as the Department may, on the application of the person, determine. (2F) Where the person has resigned, the person has his release with effect from such time as may be prescribed. (2G) Where the person has vacated office under Article 145(6), the person has his release with effect from the time at which he vacated office. (2H) Where the person has vacated office under Article 145(7)— (a) if any of the company’s creditors objected to the person’s release before the end of the period for so objecting prescribed by the rules, the person has his release with effect from such time as the Department may, on an application by the person, determine; (b) otherwise, the person has his release with effect from the time at which the person vacated office. (2I) Where the person is removed from office by a decision of the company’s creditors, any decision of the company’s creditors as to whether the person should have his release must be made by a qualifying decision procedure.

Release of liquidator: winding up by the High Court

50

(1) Article 148 (release of liquidator in winding up by the High Court) is amended as follows.

(2) In paragraph (2)(a), for “a general meeting of” substitute “the company’s”.

(3) For paragraph (4) substitute—

(4) A person other than the official receiver who has ceased to be a liquidator has his release in accordance with paragraphs (4A) to (4F). (4A) Where the person has been removed from office by a decision of the company’s creditors— (a) if the company’s creditors have decided against his release, the person has his release with effect from such time as the Department may, on the application of the person, determine, or (b) if the company’s creditors have not decided against his release, the person has his release with effect from the time at which notice is given to the High Court in accordance with the rules that the person has ceased to hold office. (4B) Where the person has died, the person has his release with effect from the time at which notice is given to the High Court in accordance with the rules that the person has ceased to hold office. (4C) Where the person has been removed from office by the High Court or by the Department, the person has his release with effect from such time as the Department may, on the application of the person, determine. (4D) Where the person has vacated office under Article 146(5), the person has his release with effect from such time as the Department may, on the application of the person, determine. (4E) Where the person has resigned, the person has his release with effect from such time as may be prescribed. (4F) Where the person has vacated office under Article 146(7)— (a) if any of the company’s creditors objected to the person’s release before the end of the period for so objecting prescribed by the rules, the person has his release with effect from such time as the Department may, on the application of the person, determine; (b) otherwise, the person has his release with effect from the time at which the person vacated office. (4G) Where the person is removed from office by a decision of the company’s creditors, any decision of the company’s creditors as to whether the person should have his release must be made by a qualifying decision procedure.

(4) Before paragraph (5) insert—

(4H) Where a winding-up order made by the High Court is rescinded, the person (whether the official receiver or another person) who is the liquidator of the company at the time the order is rescinded has his release with effect from such time as the Court may determine.

Resolutions passed at adjourned meetings

51

Omit Article 163 (resolutions passed at adjourned meetings).

Meetings to ascertain wishes of creditors or contributories

52

(1) Article 164 (meetings to ascertain wishes of creditors or contributories) is amended as follows.

(2) In paragraph (1)(b), for the words from “meetings” to the end substitute “qualifying decision procedures to be instigated or the deemed consent procedure to be used in accordance with any directions given by the Court, and appoint a person to report the result to the Court.”.

(3) In the heading, for “Meetings” substitute “High Court’s powers”.

Dissolution: voluntary winding up

53

(1) Article 166 (dissolution in voluntary winding up) is amended as follows.

(2) In paragraph (1)—

(a) omit “and return”;

(b) after “or” insert “his final account and statement under”.

(3) For paragraph (2) substitute—

(2) The registrar on receiving— (a) the account under Article 80, or (b) the account and statement under Article 92, must immediately register it or them; and on the expiration of 3 months from the registration of the account the company is deemed to be dissolved.

Early dissolution

54

In Article 167 (early dissolution), in paragraph (2), after “creditors” insert “, other than opted-out creditors,”.

Dissolution in other cases

55

(1) Article 169 (dissolution otherwise than under Article 167) is amended as follows.

(2) For paragraph (1) substitute—

(A1) This Article applies where the registrar receives— (a) a final account and statement under Article 124(4), or (b) a notice from the official receiver that the winding up of a company by the High Court is complete. (1) The registrar on receiving— (a) the account and statement, or (b) the notice, must immediately register them or it; and, subject to paragraphs (2) to (4), at the expiration of 3 months from the day of the registration of the account or notice (as the case may be), the company is dissolved.

(3) In paragraph (4), for “, the determination of the appeal or the making of the order” substitute “or the determination of the appeal”.

Misconduct in the course of winding up

56

In Article 172(2) (misconduct in course of winding up), for “at any meeting” substitute “in connection with any qualifying decision procedure or deemed consent procedure”.

Protection of supplies of goods and services

57

In Article 197B(8) (protection of supplies of goods and services), in sub-paragraph (e)—

(a) for the words from “when the liquidator has” to “the company’s creditors, or” substitute

— (i) when the liquidator complies with Article 80(2), 92(2) or 124(3) (duties relating to final account), or

(b) the words from “when the appointment” to “Companies Act 2006” become paragraph (ii) of that sub-paragraph.

Penalties for offences under the 1989 Order

58

(1) Schedule 7 (punishment of offences under the 1989 Order) is amended as follows.

(2) For the entries for Article 80(4) and (6) substitute—

80(4)	Liquidator failing to send to company members a copy of account of winding up.	Summary.	Level 3 on the standard scale.	-
80(5)	Liquidator failing to send to registrar a copy of account of winding up.	Summary.	Level 3 on the standard scale.	One-tenth of level 3 on the standard scale.

(3) In the entry for Article 81(6)—

(a) in column 1, for “81(6)” substitute “81(7)”;

(b) in column 2, for “Article 81” substitute “Article 81(1) to (4)”.

(4) Omit the entry for Article 84(4).

(5) In the entry for Article 85(3), in column 2, for the words from “attend” to “meeting” substitute “send statement in prescribed form to creditors”.

(6) For the entries for Article 92(4) and (6) substitute—

92(5)	Liquidator failing to send to company members and creditors a copy of account of winding up.	Summary.	Level 3 on the standard scale.	-
92(6)	Liquidator failing to send to registrar a copy of account of winding up.	Summary.	Level 3 on the standard scale.	One-tenth of level 3 on the standard scale.

Other provision

Definition of “the relevant date”

59

In Article 347(2) (definition of “the relevant date”), for “meetings to consider” substitute “consideration of”.

Admissibility of evidence in statement of affairs etc

60

In Article 375(3)(a) (admissibility of evidence in statement of affairs etc)—

(a) omit “84(5),”;

(b) for “85(3)(a)” substitute “85(3)”.

Representation of corporations at meetings

61

(1) Article 384 (representation of corporations at meetings) is amended as follows.

(2) For paragraph (1)(a) substitute—

(a) in a qualifying decision procedure, held in pursuance of this Order or of rules made under it, by which a decision is sought from the creditors of a company, or

(3) In the heading, after “corporations” insert “in decision procedures and”.

Provision that may be included in company insolvency rules

62

(1) Schedule 5 (provision that may be included in company insolvency rules) is amended as follows.

(2) After paragraph 9 insert—

(9A) Provision about how a company’s creditors may nominate a person to be liquidator, including in the case of a voluntary winding up provision conferring functions on the directors of the company.

(3) Paragraph 10 (provision about creditors committees etc) is amended as follows.

(4) In sub-paragraph (1)—

(a) after “as to the” insert “establishment,”;

(b) for “established under” substitute “provided for by”.

(5) In sub-paragraph (2)—

(a) in paragraph (a), in both places that it occurs, omit “a meeting of”;

(b) in paragraph (b), for “a meeting of” substitute “seeking a decision from”.

Chapter 3 — Further amendments: Individual insolvency

Individual voluntary arrangements

Nominee’s report on debtor’s proposal

63

(1) Article 230 (nominee’s report on debtor’s proposal) is amended as follows.

(2) In paragraph (1)—

(a) at the end of sub-paragraph (a), insert “and”;

(b) in sub-paragraph (aa), for “a meeting of the debtor’s creditors should be summoned to” substitute “the debtor’s creditors should”;

(d) omit sub-paragraph (b).

(3) In paragraph (5), for “a meeting of the debtor’s creditors should be summoned to” substitute “the debtor’s creditors should”.

(4) In paragraph (6), for “a meeting of the debtor’s creditors to be summoned” substitute “the debtor’s creditors”.

Debtor’s proposal and nominee’s report

64

(1) Article 230A (debtor’s proposal and nominee’s report) is amended as follows.

(2) In paragraph (3)—

(a) at the end of sub-paragraph (a), insert “and”;

(b) in sub-paragraph (b), for “a meeting of the debtor’s creditors should be summoned to” substitute “the debtor’s creditors should”;

(d) omit sub-paragraph (c).

Creditors’ meeting

65

(1) In the italic heading before Article 231, for “meeting” substitute “decisions”.

(2) Article 231 (summoning of creditors’ meeting) is amended as follows.

(3) For paragraphs (1) and (2) substitute—

(1) This Article applies where it has been reported to the High Court under Article 230 or to the debtor’s creditors under Article 230A that the debtor’s creditors should consider the debtor’s proposal. (2) The nominee (or the nominee’s replacement under Article 230(3) or 230A(4)) must seek a decision from the debtor’s creditors as to whether they approve the proposed voluntary arrangement, unless in the case of a report to which Article 230 applies the High Court otherwise directs. (2A) The decision is to be made by a creditors’ decision procedure. (2B) Notice of the creditors’ decision procedure must be given to every creditor of the debtor of whose claim and address the nominee (or the nominee’s replacement) is aware.

(4) In paragraph (3)(b), for “meeting” substitute “creditors’ decision procedure”.

(5) For the heading to the Article substitute “Consideration of debtor’s proposal by creditors”.

(6) In consequence of the amendments made by this section, omit—

(a) paragraph 8 of Schedule 3 to the Insolvency (Northern Ireland) Order 2002;

(b) section 5(2) of the Insolvency (Amendment) Act (Northern Ireland) 2016.

Decisions of creditors’ meeting

66

(1) Article 232 (decisions of creditors’ meeting) is amended as follows.

(2) For paragraph (1) substitute—

(1) This Article applies where under Article 231 the debtor’s creditors are asked to decide whether to approve the proposed voluntary arrangement.

(3) In paragraph (2)—

(a) for “meeting” substitute “creditors”;

(b) after “with” insert “or without”;

(4) In paragraphs (5), (6) and (7), for “meeting” substitute “creditors”.

(5) Omit paragraph (8).

(6) For the heading substitute “Approval of debtor’s proposal”.

Report of decisions to High Court

67

(1) Article 233 (report of decisions to High Court) is amended as follows.

(2) For paragraph (1) substitute—

(1) When pursuant to Article 231 the debtor’s creditors have decided whether to approve the debtor’s proposal (with or without modifications), the nominee (or the nominee’s replacement under Article 230(3) or 230A(4)) must— (a) report the creditors’ decision to the High Court, and (b) immediately after so reporting, give notice of the creditors’ decision to such persons as may be prescribed.

(3) In paragraph (2), for “meeting has” substitute “creditors have”.

Effect of approval

68

(1) Article 234 (effect of approval) is amended as follows.

(2) In paragraph (1), for “the meeting summoned under Article 231 approves” substitute “pursuant to Article 231 the debtor’s creditors decide to approve”.

(3) In paragraph (2)—

(a) in sub-paragraph (a), for “at the meeting” substitute “at the time the creditors decided to approve the proposal”;

(b) in sub-paragraph (b)(i), for the words from “at the meeting” to “represented at it)” substitute “in the creditors’ decision procedure by which the decision to approve the proposal was made”;

(4) In paragraph (4)—

(a) for “preceding the expiration of the period of 28 days from” substitute “before the end of the period of 28 days beginning with”;

(b) for “meeting” substitute “decision”.

Additional effect on undischarged bankrupt

69

(1) Article 235 (additional effect on undischarged bankrupt) is amended as follows.

(2) In paragraph (1)(a), for “the creditors’ meeting summoned under Article 231 approves” substitute “pursuant to Article 231 the debtor’s creditors decide to approve”.

(3) In paragraph (3)(a), for “the decision of the creditors’ meeting” substitute “the creditors’ decision”.

Challenge of meeting’s decision

70

(1) Article 236 (challenge of meeting’s decision) is amended as follows.

(2) In paragraph (1)(a), for “a creditors’ meeting summoned under” substitute “a decision of the debtor’s creditors pursuant to”.

(3) In paragraph (1)(b), for “at or in relation to such a meeting” substitute “in relation to a creditors’ decision procedure instigated under that Article”.

(4) In paragraph (2)(b)(i), for “at the creditors’ meeting” substitute “in the creditors’ decision procedure”.

(5) In paragraph (2)(b)(ii), for “it” substitute “that procedure”.

(6) In paragraph (3)(a)—

(a) for “the expiration of 28 days from” substitute “the end of the period of 28 days beginning with”;

(b) for “meeting” substitute “decision”.

(7) In paragraph (3)(b)—

(a) for “creditors’ meeting” substitute “creditors’ decision procedure”;

(b) for “the meeting had taken place” substitute “a decision as to whether to approve the proposed voluntary arrangement had been made”.

(8) In paragraph (4)(a), for “the meeting” substitute “a decision of the debtor’s creditors”.

(9) For paragraph (4)(b) substitute—

(b) direct any person to seek a decision from the debtor’s creditors (using a creditors’ decision procedure) as to whether they approve— (i) any revised proposal the debtor may make, or (ii) in a case falling within paragraph (1)(b), the debtor’s original proposal.

(10) In paragraph (5)—

(a) for “for the summoning of a meeting to consider” substitute “in relation to”;

(b) for “given at the previous meeting” substitute “previously given by the debtor’s creditors”.

(11) In paragraph (7), for “meeting”, in each place that it occurs, substitute “decision”.

(12) In paragraph (8), for the words from “an approval” to the end substitute “the approval of a voluntary arrangement by a decision of the debtor’s creditors pursuant to Article 231 is not invalidated by any irregularity in relation to the creditors’ decision procedure by which the decision was made.”.

(13) In the heading, for “meeting’s” substitute “creditors’”.

Prosecution of delinquent debtors

71

In Article 236B(1) (prosecution of delinquent debtors), for “creditors’ meeting summoned under” substitute “decision of the debtor’s creditors pursuant to”.

Arrangements coming to an end prematurely

72

In Article 236C (arrangements coming to an end prematurely), for “creditors’ meeting summoned under” substitute “decision of the debtor’s creditors pursuant to”.

Implementation and supervision of approved voluntary arrangement

73

In Article 237(1) (implementation and supervision of approved voluntary arrangement), for “creditors’ meeting summoned under” substitute “decision of the debtor’s creditors pursuant to”.

Bankruptcy

Definition of “bankrupt’s estate”

74

In Article 11(4)(a) (definition of “bankrupt’s estate”), for “a meeting summoned by the trustee of that estate under Article 304 has been held” substitute “the trustee of that estate has vacated office under Article 271(7)”.

Default in connection with voluntary arrangement

75

In Article 250(1)(b)(ii) (default in connection with voluntary arrangement), for “at or in connection with a meeting summoned” substitute “in connection with a creditors’ decision procedure instigated”.

Powers of interim receiver

76

In Article 260(3)(c) (powers of interim receiver), for “summon a general meeting of” substitute “seek a decision on a matter from”.

Appointment of trustee by Department

77

In Article 269(5) (appointment of trustee by Department), for sub-paragraphs (a) and (b) substitute “explain the procedure for establishing a creditors’ committee under Article 274”.

Trustee’s vacation of office

78

(1) Article 271 (trustee’s vacation of office) is amended as follows.

(2) In paragraph (1), for “general meeting of the bankrupt’s creditors summoned” substitute “decision of the bankrupt’s creditors made by a creditors’ decision procedure instigated”.

(3) In paragraph (3)—

(a) for “general meeting of the bankrupt’s creditors shall be summoned” substitute “creditors’ decision procedure may be instigated”;

(b) for “replacing” substitute “removing”;

(i) omit “the meeting is requested by”;

(ii) after “bankrupt’s creditors” insert “so requests,”.

(4) After paragraph (3) insert—

(3A) Where the bankrupt’s creditors decide to remove a trustee, they may in accordance with the rules appoint another person as trustee in his place. (3B) Where the decision to remove a trustee is made under paragraph (3), the decision does not take effect until the bankrupt’s creditors appoint another person as trustee in his place.

(5) In paragraph (7), for the words from “a final meeting” to the end substitute “the trustee has given notice under Article 304(2).”.

(6) After paragraph (7) insert—

(7A) A notice under paragraph (7)— (a) must not be given before the end of the period prescribed by the rules as the period within which the bankrupt’s creditors may object to the trustee’s release, and (b) must state whether any of the bankrupt’s creditors objected to the trustee’s release.

Release of trustee

79

(1) Article 272 (release of trustee) is amended as follows.

(2) In paragraph (1)(a), omit “a general meeting of”.

(3) For paragraph (3) substitute—

(3) A person other than the official receiver who has ceased to be the trustee has his release in accordance with paragraphs (3A) to (3F). (3A) Where the person has been removed from office by a decision of the bankrupt’s creditors— (a) if the creditors have decided against his release, the person has his release with effect from such time as the Department may, on an application by the person, determine, or (b) if the creditors have not decided against his release, the person has his release with effect from the time at which notice is given to the High Court in accordance with the rules that the person has ceased to hold office. (3B) Where the person has died, the person has his release with effect from the time at which notice is given to the High Court in accordance with the rules that the person has ceased to hold office. (3C) Where the person has been removed from office by the High Court or by the Department, the person has his release with effect from such time as the Department may, on an application by the person, determine. (3D) Where the person has vacated office under Article 271(5), the person has his release with effect from such time as the Department may, on an application by the person, determine. (3E) Where the person has resigned, the person has his release with effect from such time as may be prescribed. (3F) Where the person has vacated office under Article 271(7)— (a) if any of the bankrupt’s creditors objected to the person’s release before the end of the period for so objecting prescribed by the rules, the person has his release with effect from such time as the Department may, on an application by that person, determine; (b) otherwise, the person has his release with effect from the time at which the person vacated office. (3G) Where the person is removed from office by a decision of the bankrupt’s creditors, any decision of the bankrupt’s creditors as to whether the person should have his release must be made by a creditors’ decision procedure.

Vacancy in office of trustee

80

(1) Article 273 (vacancy in office of trustee) is amended as follows.

(2) For paragraph (3) substitute—

(3) The official receiver may ask the bankrupt’s creditors to appoint a person as trustee, and must do so if so requested by not less than one tenth in value of the bankrupt’s creditors. (3A) If the official receiver makes such a request, the bankrupt’s creditors may in accordance with the rules appoint a person as trustee.

(3) In paragraph (4), for the words from “summoned” to “vacancy” substitute “asked, and is not proposing to ask, the bankrupt’s creditors to appoint a person as trustee”.

(4) In paragraph (8), for “the holding of a final meeting summoned under Article 304” substitute “the vacation of office by the trustee under Article 271(7)”.

Creditors’ committee

81

(1) Article 274 (creditors’ committee) is amended as follows.

(2) In paragraph (1), for the words from “a general meeting” to “or otherwise)” substitute “a bankrupt’s creditors”.

(3) In paragraph (2)—

(a) for “A general meeting of the bankrupt’s creditors” substitute “The bankrupt’s creditors”;

(b) for “an appointment made by that meeting” substitute “the appointment”.

Trustee’s powers

82

In Article 287 (powers of trustee)—

(a) in paragraph (8), for “summon a general meeting of” substitute “seek a decision on a matter from”;

(b) in paragraph (9), for “summon such a meeting” substitute “seek a decision on a matter”.

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Insolvency (Amendment) Act (Northern Ireland) 2026

Part 1 — Introductory

Introductory

1

Part 2 — Office-holder actions

Power for administrator to bring claim for fraudulent or wrongful trading

2

Power for liquidator or administrator to assign causes of action

3

Application of proceeds of office-holder claims

4

Part 3 — Removing requirements to seek sanction

Exercise of powers by liquidator: removal of need for sanction

5

Exercise of powers by trustee in bankruptcy: removal of need for sanction

6

Part 4 — Position of creditors

Chapter 1 — Principal amendments

Abolition of requirements to hold meetings: company insolvency

7

Abolition of requirements to hold meetings: individual insolvency

8

Ability for creditors to opt not to receive certain notices: company insolvency

9

Ability for creditors to opt not to receive certain notices: individual insolvency

10

Chapter 2 — Further amendments: Company insolvency

Moratoriums

Creditor consent for the purposes of Article 13CB

11

Challenge to directors’ actions

12

Regulated companies: modifications to Part 1A

13

Company voluntary arrangements

Nominee’s report on company’s proposal

14

Summoning of meetings

15

Decisions of meetings

16

Approval of arrangement

17

Effect of approval

18

Challenge of decisions

19

Supervisor of voluntary arrangement

20

Administration

Administration

21

Offences

22

Receivers and managers

Report by administrative receiver

23

Committee of creditors

24

Winding up

Progress report to company

25

Final meeting prior to dissolution

26

Effect of company’s insolvency

27

Conversion to creditors’ voluntary winding up

28

Application of Chapter 4

29

Meeting of creditors

30

Directors’ statement of affairs to creditors

31

Appointment of liquidator

32

Appointment of liquidation committee

33

Creditors’ meeting where winding up converted under Article 82

34