ABSTRACT
When it appears to the directors that a company cannot continue to trade by reason of its insolvency, the directors can resolve to convene meetings of shareholders and creditors to consider and, if thought fit, to pass a resolution that the company be wound up. The shareholders’ meeting must be convened in accordance with the memorandum and articles of association of the company and the Companies Act 1985. The creditors’ meeting is governed by s 98 of the Insolvency Act 1986. At least seven days’ notice of the meeting must be given to creditors. The meeting must also be advertised in the London Gazette and two local newspapers. The creditors’ meeting must be held not more than 14 days after the shareholders’ meeting (s 98(1)) though both meetings are usually held on the same day. A list of creditors must be available for inspection at a place in the locality where the company
information to creditors on request (s 98(2)). The notice must state a latest time for the lodging of proxies to enable shareholders and creditors to vote at the meetings (if they cannot attend in person or they are not individuals). The latest time for the lodging of proxies must be not earlier than 12 noon on the business day before the meeting. A creditor is entitled to vote only if he is not a secured creditor, his claim is not unliquidated and he has lodged a claim (not necessarily in the form of a proof of debt) (r 4.67(2)) though the chairman can excuse this last requirement if satisfied that failure was beyond the creditor’s control (r 4.68)). The venue for the meeting must be fixed having regard to the convenience of those who are to attend and should be held between 10 am and 4 pm on a business day (r 4.69).
