Part 1Commonhold
Termination: voluntary winding-up
43Winding-up resolution
1
A winding-up resolution in respect of a commonhold association shall be of no effect unless—
a
the resolution is preceded by a declaration of solvency,
b
the commonhold association passes a termination-statement resolution before it passes the winding-up resolution, and
c
each resolution is passed with at least 80 per cent. of the members of the association voting in favour.
2
In this Part—
“declaration of solvency” means a directors' statutory declaration made in accordance with section 89 of the Insolvency Act 1986 (c. 45),
“termination-statement resolution” means a resolution approving the terms of a termination statement (within the meaning of section 47), and
“winding-up resolution” means a resolution for voluntary winding-up within the meaning of section 84 of that Act.
44100 per cent. agreement
1
This section applies where a commonhold association—
a
has passed a winding-up resolution and a termination-statement resolution with 100 per cent. of the members of the association voting in favour, and
b
has appointed a liquidator under section 91 of the Insolvency Act 1986 (c. 45).
2
The liquidator shall make a termination application within the period of six months beginning with the day on which the winding-up resolution is passed.
3
If the liquidator fails to make a termination application within the period specified in subsection (2) a termination application may be made by—
a
a unit-holder, or
b
a person falling within a class prescribed for the purposes of this subsection.
4580 per cent. agreement
1
This section applies where a commonhold association—
a
has passed a winding-up resolution and a termination-statement resolution with at least 80 per cent. of the members of the association voting in favour, and
b
has appointed a liquidator under section 91 of the Insolvency Act 1986.
2
The liquidator shall within the prescribed period apply to the court for an order determining—
a
the terms and conditions on which a termination application may be made, and
b
the terms of the termination statement to accompany a termination application.
3
The liquidator shall make a termination application within the period of three months starting with the date on which an order under subsection (2) is made.
4
If the liquidator fails to make an application under subsection (2) or (3) within the period specified in that subsection an application of the same kind may be made by—
a
a unit-holder, or
b
a person falling within a class prescribed for the purposes of this subsection.
46Termination application
1
A “termination application” is an application to the Registrar that all the land in relation to which a particular commonhold association exercises functions should cease to be commonhold land.
2
A termination application must be accompanied by a termination statement.
3
On receipt of a termination application the Registrar shall note it in the register.
47Termination statement
1
A termination statement must specify—
a
the commonhold association’s proposals for the transfer of the commonhold land following acquisition of the freehold estate in accordance with section 49(3), and
b
how the assets of the commonhold association will be distributed.
2
A commonhold community statement may make provision requiring any termination statement to make arrangements—
a
of a specified kind, or
b
determined in a specified manner,
about the rights of unit-holders in the event of all the land to which the statement relates ceasing to be commonhold land.
3
A termination statement must comply with a provision made by the commonhold community statement in reliance on subsection (2).
4
Subsection (3) may be disapplied by an order of the court—
a
generally,
b
in respect of specified matters, or
c
for a specified purpose.
5
An application for an order under subsection (4) may be made by any member of the commonhold association.
48The liquidator
1
This section applies where a termination application has been made in respect of particular commonhold land.
2
The liquidator shall notify the Registrar of his appointment.
3
In the case of a termination application made under section 44 the liquidator shall either—
a
notify the Registrar that the liquidator is content with the termination statement submitted with the termination application, or
b
apply to the court under section 112 of the Insolvency Act 1986 (c. 45) to determine the terms of the termination statement.
4
The liquidator shall send to the Registrar a copy of a determination made by virtue of subsection (3)(b).
5
Subsection (4) is in addition to any requirement under section 112(3) of the Insolvency Act 1986.
6
A duty imposed on the liquidator by this section is to be performed as soon as possible.
7
In this section a reference to the liquidator is a reference—
a
to the person who is appointed as liquidator under section 91 of the Insolvency Act 1986, or
b
in the case of a members' voluntary winding up which becomes a creditors' voluntary winding up by virtue of sections 95 and 96 of that Act, to the person acting as liquidator in accordance with section 100 of that Act.
49Termination
1
This section applies where a termination application is made under section 44 and—
a
a liquidator notifies the Registrar under section 48(3)(a) that he is content with a termination statement, or
b
a determination is made under section 112 of the Insolvency Act 1986 (c. 45) by virtue of section 48(3)(b).
2
This section also applies where a termination application is made under section 45.
3
The commonhold association shall by virtue of this subsection be entitled to be registered as the proprietor of the freehold estate in each commonhold unit.
4
The Registrar shall take such action as appears to him to be appropriate for the purpose of giving effect to the termination statement.