Part VIIE+W+S Interpretation for First Group of Parts

247“Insolvency” and “go into liquidation”.E+W+S

(1)In this Group of Parts, except in so far as the context otherwise requires, “insolvency”, in relation to a company, includes the approval of a voluntary arrangement under Part I, [F1or the appointment of an administrator or administrative receiver].

(2)For the purposes of any provision in this Group of Parts, a company goes into liquidation if it passes a resolution for voluntary winding up or an order for its winding up is made by the court at a time when it has not already gone into liquidation by passing such a resolution.

[F2(3)The reference to a resolution for voluntary winding up in subsection (2) includes a reference to a resolution which is deemed to occur by virtue of—

(a)paragraph 83(6)(b) of Schedule B1, or

(b)an order made following conversion of administration or a voluntary arrangement into winding up by virtue of [F3Article 51 of the EU Regulation] .]

248“Secured creditor”, etc.E+W+S

In this Group of Parts, except in so far as the context otherwiserequires—

(a)“secured creditor”, in relation to a company, means a creditor of the company who holds in respect of his debt a security over property of the company, and “unsecured creditor” is to be read accordingly; and

(b)“security” means—

(i)in relation to England and Wales, any mortgage, charge, lien or other security, and

(ii)in relation to Scotland, any security (whether heritable or moveable), any floating charge and any right of lien or preference and any right of retention (other than a right of compensation or set off).

[F4248A“Opted-out creditor”E+W+S

(1)For the purposes of this Group of Parts “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 section, “office-holder”, in relation to a company, means—

(a)a liquidator, provisional liquidator, administrator or administrative receiver of the company,

(b)a receiver appointed under section 51 in relation to any property of the company, or

(c)the supervisor of a voluntary arrangement which has taken effect under Part 1 in relation to the company.]

249“Connected” with a company.E+W+S

For the purposes of any provision in this Group of Parts, a person is connected with a company if—

(a)he is a director or shadow director of the company or an associate of such a director or shadow director, or

(b)he is an associate of the company,

and “associate” has the meaning given by section 435 in Part XVIII of this Act.

250“Member” of a company.E+W+S

For the purposes of any provision in this Group of Parts, a person who is not a member of a company but to whom shares in the company have been transferred, or transmitted by operation of law, is to be regarded as a member of the company, and references to a member or members are to be read accordingly.

251 Expressions used generally.E+W+S

In this Group of Parts, except in so far as the context otherwise requires—

• “administative receiver” means—

  (a)

  an administrative receiver as defined by section 29(2) in Chapter I of Part III, or

  (b)

  a receiver appointed under section 51 in Chapter II of that Part in a case where the whole (or substantially the whole) of the company’s property is attached by the floating charge;

• [F5“agent” does not include a person's counsel acting as such;]

• [F6“books and papers” and “books or papers” includes accounts, deeds, writing and documents;]

• “business day” means any day other than a Saturday, a Sunday, Christmas Day, Good Friday or a day which is a bank holiday in any part of Great Britain;

• “chattel leasing agreement” means an agreement for the bailment or, in Scotland, the hiring of goods which is capable of subsisting for more than 3 months;

• “contributory” has the meaning given by section 79;

• [F7“the court”, in relation to a company, means a court having jurisdiction to wind up the company;]

• [F8“deemed consent procedure” means the deemed consent procedure provided for by section 246ZF;]

• “director” includes any person occupying the position of director, by whatever name called;

• [F9“document” includes summons, notice, order and other legal process, and registers;]

• [F10“ EU insolvency proceedings ” means insolvency proceedings as defined in Article 2(4) of the EU Regulation;]

• “floating charge” means a charge which, as created, was a floating charge an includes a floating charge within section 462 of the Companies Act (Scottish floating charges);

• [F11“the Gazette” means—

  (a)

  as respects companies registered in England and Wales, the London Gazette;

  (b)

  as respects companies registered in Scotland, the Edinburgh Gazette;]

• F12. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• [F10“ member State liquidator ” means a person falling within the definition of “insolvency practitioner” in Article 2(5) of the EU Regulation appointed in insolvency proceedings listed in Annex A to the EU Regulation;]

• [F13“officer”, in relation to a body corporate, includes a director, manager or secretary;]

• “the official rate”, in relation to interest, means the rate payable under section 189(4);

• “prescribed” means prescribed by the rules;

• [F14“qualifying decision procedure” has the meaning given by section 246ZE(11);]

• “receiver”, in the expression “receiver or manager”, does not include a receiver appointed under section 51 in Chapter II of Part III;

• “retention of title agreement” means an agreement for the sale of goods to a company, being an agreement—

  (a)

  which does not constitute a charge on the goods, but

  (b)

  under which, if the seller is not paid and the company is wound up, the seller will have priority over all other creditors of the company as respects the goods or any property representing the goods;

• “the rules” means rules under section 411 in Part XV; and

• “shadow director”, in relation to a company, means a person in accordance with whose directions or instructions the directors of the company are accustomed to act [F15, but so that a person is not deemed a shadow director by reason only that the directors act—

  (a)

  on advice given by that person in a professional capacity;

  (b)

  in accordance with instructions, a direction, guidance or advice given by that person in the exercise of a function conferred by or under an enactment (within the meaning given by section 1293 of the Companies Act 2006);

  (c)

  in accordance with guidance or advice given by that person in that person's capacity as a Minister of the Crown (within the meaning of the Ministers of the Crown Act 1975)]

F16. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .