169. Supplementary powers (Scotland)170. Enforcement of liquidator's duty to make returns, etc.(1) In the case of a winding up in Scotland, the court may provide by order that the liquidator may, where there is no liquidation committee, exercise any of the following powers namely -
(a) to bring or defend any action or other legal proceedings in the name and on behalf of the company, or
(b) to carry on the business of the company so far as may be necessary for its beneficial winding up,
without the sanction or intervention of the court.
(2) In a winding up by Scotland, the liquidator has (subject to the rules) the same powers as a trustee on a bankrupt estate.
(1) If a liquidator who has made any default -
(a) in filing, delivering or making any return, account or other document, or
(b) in giving any notice which he is by law required to file, deliver, make or give,
fails to make good the default within 14 days after the service on him of a notice requiring him to do so, the court has the following powers.
(2) On an application made by any creditor or contributory of the company, or by the registrar of companies, the court may make an order directing the liquidator to make good the default within such time as may be specified in the order.
(3) The court's order may provide that all costs of and incidental to the application shall be borne by the liquidator.
(4) Nothing in this section prejudices the operation of any enactment imposing penalties on a liquidator in respect of any such default as is mentioned above.
Removal; vacation of office 171. Removal, etc. (voluntary winding up)
172. Removal, etc. (winding up by the court)(1) This section applies with respect to the removal from office and vacation of office of the liquidator of a company which is being wound up voluntarily.
(2) Subject to the next subsection, the liquidator may be removed from office only by an order of the court or -
(a) in the case of a members' voluntary winding up, by a general meeting of the company summoned specially for that purpose, or
(b) in the case of a creditors' voluntary winding up, by a general meeting of the company's creditors summoned specially for that purpose in accordance with the rules.
(3) Where the liquidator was appointed by the court under section 108 in Chapter V, a meeting such as is mentioned in subsection (2) above shall be summoned for the purpose of replacing him only if he thinks fit or the court so directs or the meeting is requested, in accordance with the rules -
(a) in the case of a members' voluntary winding up, 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, or
(b) in the case of a creditors' voluntary winding up, by not less than one-half, in value, of the company's creditors.
(4) A liquidator shall vacate office if he ceases to be a person who is qualified to act as an insolvency practitioner in relation to the company.
(5) A liquidator may, in the prescribed circumstances, resign his office by giving notice of his resignation to the registrar of companies.
(6) Where -
(a) in the case of a members' voluntary winding up, a final meeting of the company has been held under section 94 in Chapter III, or
(b) in the case of a creditors' voluntary winding up, final meetings of the company and of the creditors have been held under section 106 in Chapter IV,
the liquidator whose report was considered at the meeting or meetings shall vacate office as soon as he has complied with subsection (3) of that section and has given notice to the registrar of companies that the meeting or meetings have been held and of the decisions (if any) of the meeting or meetings.
(1) This section applies with respect to the removal from office and vacation of office of the liquidator of a company which is being wound up by the court, or of a provisional liquidator.
(2) Subject as follows, the liquidator may be removed from office only by an order of the court or by a general meeting of the company's creditors summoned specially for that purpose in accordance with the rules; and a provisional liquidator may be removed from office only by an order of the court.
(3) Where -
(a) the official receiver is liquidator otherwise than in succession under section 136(3) to a person who held office as a result of a nomination by a meeting of the company's creditors or contributories, or
(b) the liquidator was appointed by the court otherwise than under section 139(4)(a) or 140(1), or was appointed by the Secretary of State,
a general meeting of the company's creditors shall be summoned for the purpose of replacing him only if he thinks fit, or the court co directs, or the meeting is requested, in accordance with the rules, by not less than one-quarter, in value, of the creditors.
(4) If appointed by the Secretary of State, the liquidator may be removed from office by a direction of the Secretary of State.
(5) A liquidator or provisional liquidator, not being the official receiver, shall vacate office if he ceases to be a person who is qualified to act as an insolvency practitioner in relation to the company.
(6) A liquidator may, in the prescribed circumstances, resign his office by giving notice of his resignation to the court.
(7) Where an order is made under section 204 (early dissolution in Scotland) for the dissolution of the company, the liquidator shall vacate office when the dissolution of the company takes effect in accordance with that section.
(8) Where a final meeting has been held under section 146 (liquidator's report on completion of winding up), the liquidator whose report was considered at the meeting shall vacate office as soon as he has given notice to the court and the registrar of companies that the meeting has been held and of the decisions (if any) of the meeting.
Release of liquidator 173. Release (voluntary winding up)
174. Release (winding up by the court)(1) This section applies with respect to the release of the liquidator of a company which is being wound up voluntarily.
(2) A person who has ceased to be a liquidator shall have his release with effect from the following time, that is to say -
(a) in the case of a person who has been removed from office by a general meeting of the company or by a general meeting of the company's creditors that has not resolved against his release or who has died, the time at which notice is given to the registrar of companies in accordance with the rules that that person has ceased to hold office;
(b) in the case of a person who has been removed from office by a general meeting of the company's creditors that has resolved against his release, or by the court, or who has vacated office under section 171(4) above, such time as the Secretary of State may, on the application of that person, determine;
(c) in the case of a person who has resigned, such time as may be prescribed;
(d) in the case of a person who has vacated office under subsection (6)(a) of section 171, the time at which he vacated office;
(e) in the case of a person who has vacated office under subsection (6)(b) of that section -
(i) if the final meeting of the creditors referred to in that subsection has resolved against that person's release, such time as the Secretary of State may, on an application by that person, determine, and
(ii) if that meeting has not resolved against that person's release, the time at which he vacated office.
(3) In the application of subsection (2) to the winding up of a company registered in Scotland, the references to a determination by the Secretary of State as to the time from which a person who has ceased to be liquidator shall have his release are to be read as references to such a determination by the Accountant of Court.
(4) Where a liquidator has his release under subsection (2), he is, with effect from the time specified in that subsection, discharged from all liability both in respect of acts or omissions of his in the winding up and otherwise in relation to his conduct as liquidator.
But nothing in this section prevents the exercise, in relation to a person who has had release under subsection (2), of the court's powers under section 212 of this Act (summary remedy against delinquent directors, liquidators, etc.).
(1) This section applies with respect to the release of the liquidator of a company which is being wound up by the court, or of a provisional liquidator.
(2) Where the official receiver has ceased to be liquidator and a person becomes liquidator in his stead, the official receiver has his release with effect from the following time, that is to say -
(a) in a case where that person was nominated by a general meeting of creditors or contributories, or was appointed by the Secretary of State, the time at which the official receiver gives notice to the court that he has been replaced;
(b) in a case where that person is appointed by the court, such time as the court may determine.
(3) If the official receiver while he is liquidator gives notice to the Secretary of State that the winding up is for practical purposes complete, he has his release with effect from such time as the Secretary of State may determine.
(4) A person other than the official receiver who has ceased to be liquidator has his release with effect from the following time, that is to say -
(a) in the case of a person who has been removed from office by a general meeting of creditors that has not resolved against his release or who has died, the time at which notice is given to the court in accordance with the rules that that person has ceased to hold office;
(b) in the case of a person who has been removed from office by a general meeting of creditors that has resolved against his release, or by the court or the Secretary of State, or who has vacated office under section 172(5) or (7), such time as the Secretary of State may, on an application by that person, determine;
(c) in the case of a person who has resigned, such time as may be prescribed;
(d) in the case of a person who has vacated office under section 172(8) -
(i) if the final meeting referred to in that subsection has resolved against that person's release, such time as the Secretary of State may, on an application by that person, determine, and
(ii) if that meeting has not so resolved, the time at which that person vacated office.
(5) A person who has ceased to hold office as a provisional liquidator has his release with effect from such time as the court may, on an application by him, determine.
(6) Where the official receiver or a liquidator or provisional liquidator has his release under this section, he is, with effect from the time specified in the preceding provisions of this section, discharged from all liability both in respect of acts or omissions of his in the winding up and otherwise in relation to his conduct as liquidator or provisional liquidator.
But nothing in this section prevents the exercise, in relation to a person who has had release under this section, of the court's powers under section 212 (summary remedy against delinquent directors, liquidators, etc.).
(7) In the application of this section to a case where the order for winding up has been made by the court in Scotland, the references to a determination by the Secretary of State as to the time from which a person who has ceased to be liquidator has his release are to such a determination by the Accountant of Court.