§ 168 Insert the following new clause:
§ "Conversion of creditors' voluntary winding up to members' voluntary winding up in certain circumstances.
§ (1) Subject to the following provisions of this section, where a company is being or has been wound up voluntarily and—
- (a) the winding up is or was a creditors' winding up; and
- (b) a statutory declaration which satisfies the requirements of subsection (2) below is delivered to the registrar of companies;
§ (2) A statutory declaration made for the purposes of this section must be made by the directors of the company or, in the case of a company having more than two directors, by the majority of the directors, and must state—
- (a) that a statutory declaration complying with the requirements of subsections (1) and (2)(b) of section 283 of the 1948 Act (statutory declaration of solvency
1041 in case of proposal to wind up voluntarily) was made by the directors (or by the majority of the directors) of the company in accordance with subsection (1) of that section within the five weeks immediately preceding the date of the passing of the resolution for winding up the company (as required by subsection (2)(a) of that section);
- (b) that it was properly addressed to the registrar of companies, pre-paid and posted on a date within the period beginning with 7th April 1981 and ending with 1st August 1981; and
- (c) that a letter so addressed and posted would in the ordinary course of post have been delivered to the registrar of companies before the date of the passing of the resolution for winding up the company.
§ (3) For the purposes of sections 283(3) and 288 of the 1948 Act (consequences of actual or prospective failure to pay debts in full within the period stated by the directors in the declaration of solvency) the period specified in the declaration under section 283 of that Act in the case of a winding up to which subsection (1) above applies shall be taken to have been twelve months from the commencement of the winding up unless the contrary is shown.
§ (4) Nothing in this section shall affect the validity of anything validly done in a winding up to which subsection (1) above applies before the conversion date.").
§ Lord Mackay of Clashfern
My Lords, the object of this clause is to allow certain voluntary windings-up to proceed as members' voluntary windings-up where, because of recent industrial action within the Civil Service, the statutory declaration of insolvency has not been delivered to the Registrar of Companies within the prescribed period; or circumstances which otherwise would require them to be changed at some expense and inconvenience into creditors' voluntary windings-up. This is just an unfortunate consequence of the recent trouble, and this clause is designed to remove that particular consequence. I beg to move that this House doth agree with the Commons in their Amendment No. 168.
§ Moved, That this House doth agree with the Commons in the said amendment.—(Lord Mackay of Clashfern.)
§ On Question, Motion agreed to.