Chapter 7 Chapter 7 — Provisions of general application in winding-up
214. General functions in winding-up by the Court
The functions of the liquidator of a Company are to ensure that the property of the Company is collected or otherwise secured, realised and distributed to the Company's creditors and, if there is a surplus, to the persons entitled to it.
215. Property of the Company(1) The liquidator or the provisional liquidator (as the case may be) shall take into his custody or under his control all the property to which the Company is or appears to be entitled.(2) In these Regulations, "property" includes money, goods, things in action, land and every description of property wherever situated and also obligations and every description of interest, whether present or future or vested or contingent arising out of, or incidental to, property but does not include property held by the Company on trust for a person.(3) The liquidator or provisional liquidator shall take steps to discharge the obligations of the Company with respect to —(a) client assets and client monies, in accordance with the Financial Market Regulations if the Company is a person authorised pursuant to such Regulations; and(b) trust property of the Company, in accordance with the terms of the trust.(4) When a Company is being wound up by the Court, the Court may, on the application of the liquidator, direct that all or any part of the property of whatsoever description belonging to the Company or held by trustees on its behalf shall vest in the liquidator by his official name; and thereupon the property to which the order relates vests accordingly.(5) Where a creditor has issued execution against the goods or land of a Company or has attached any debt due to it, and the Company is subsequently wound up, he is not entitled to retain the benefit of the execution or attachment against the liquidator unless he has completed the execution or attachment before the commencement of the winding-up.(6) However —(a) if a creditor has had notice of a meeting having been called at which a resolution for voluntary winding-up is to be proposed, the date on which he had notice is substituted, for the purpose of subsection (5), for the date of commencement of the winding-up;(b) a person who purchases in good faith under a sale by the enforcement agent charged with the execution of the writ any goods of a Company on which execution has been levied in all cases acquires a good title to them against the liquidator; and(c) the rights conferred by subsection (5) on the liquidator may be set aside by the Court in favour of the creditor to such extent and subject to such terms as the Court thinks fit.(7) For purposes of these Regulations —(a) an execution against goods is completed by seizure and sale, or by the making of a charging order under Section 95 of the Courts, Civil Evidence, Judgments, Enforcement and Judicial Appointments Regulations 2015;(b) an attachment of a debt is completed by receipt of the debt; and(c) an execution against land is completed by seizure, by the appointment of a receiver, or by the making of a charging order under Section 95 of the Courts, Civil Evidence, Judgments, Enforcement and Judicial Appointments Regulations 2015.(8) In this section —(a) "goods" includes all chattels personal; and(b) "enforcement agent" means an individual who is authorised to act as an enforcement agent under the Section 95 of the Courts, Civil Evidence, Judgments, Enforcement and Judicial Appointments Regulations 2015.
216. Notification that Company is in liquidation(1) When a Company is being wound up, every invoice, order for goods or services or business letter (whether in hard copy, electronic or any other form) issued by or on behalf of the Company and all the Company's websites, shall contain a statement that the Company is being wound up.(2) If the Company fails to comply with subsection (1), it and any officer who knowingly and wilfully authorises or permits the failure to comply, commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule.
217. Powers of liquidator(1) Any liquidator may exercise any of the powers specified in Schedule 4 (Powers of Liquidator in a winding-up).(2) Subsection (3) applies where, in the case of a creditors' voluntary winding-up, a liquidator has been nominated by the Company.(3) The powers conferred on the liquidator by this Section shall not be exercised during the period before the holding of the creditors' meeting under Section 186 (Meetings of members and creditors), save for the power of the liquidator to do all such things as may be necessary for the protection or preservation of the Company's property.(4) If the liquidator fails without reasonable excuse to comply with subsection (3) he commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule.(5) The following subsections apply where a Company's goods are taken in execution and, before their sale or the completion of the execution (by the receipt or recovery of the full amount of the levy), notice is served on the enforcement agent charged with execution of the writ or other process, that a provisional liquidator has been appointed or that a winding-up order has been made, or that a resolution for voluntary winding-up has been passed.(6) The enforcement agent shall, on being so required, deliver the goods and any money seized or received in part satisfaction of the execution to the liquidator; but the costs of execution are a first charge on the goods or money so delivered, and the liquidator may sell the goods, or a sufficient part of them, for the purpose of satisfying the charge.(7) If under an execution in respect of a judgment for a sum exceeding $500 a Company's goods are sold or money is paid in order to avoid sale, the enforcement agent shall deduct the costs of the execution from the proceeds of sale or the money paid and retain the balance for 14 days.(8) If within that time notice is served on the enforcement agent of a petition for the winding-up of the Company having been presented, or of a meeting having been called at which there is to be proposed a resolution for voluntary winding-up, and an order is made or a resolution passed (as the case may be), the enforcement agent shall pay the balance to the liquidator, who is entitled to retain it as against the execution creditor.(9) The rights conferred by this section on the liquidator may be set aside by the Court in favour of the creditor to such extent and subject to such terms as the Court thinks fit.(10) In this section —(a) "goods" includes all chattels personal; and(b) "enforcement agent" means an individual who is authorised to act as an enforcement agent under the Section 95 of the Courts, Civil Evidence, Judgments, Enforcement and Judicial Appointments Regulations 2015.(11) The money sum for the time being specified in subsection (7) is subject to increase or reduction by rules made by the Board.
218. Power to disclaim onerous property(1) The liquidator may, by giving notice which identifies the property disclaimed, disclaim any onerous property and may do so notwithstanding that he has taken possession of it, endeavoured to sell it, or otherwise exercised rights of ownership in relation to it.(2) The following is onerous property for the purposes of this Section —(a) any unprofitable contract; and(b) any other property of the Company which is unsaleable or not readily saleable or is such that it may give rise to a liability to pay money or perform any other onerous act.(3) A disclaimer under this Section —(a) operates so as to determine, as from the date of the disclaimer, the rights, interests and liabilities of the Company in or in respect of the property disclaimed; but(b) does not, except so far as is necessary for the purpose of releasing the Company from any liability, affect the rights or liabilities of any other person.(4) Any person sustaining loss or damage in consequence of the operation of a disclaimer under this Section is deemed a creditor of the Company to the extent of the loss or damage and accordingly may prove for the loss or damage in the winding-up.(5) The liquidator must send a copy of the notice of disclaimer to the Registrar and to every person who (to his knowledge) —(a) claims an interest in the disclaimed property; or(b) is under any liability in respect of the property, not being a liability discharged by the disclaimer.(6) Any disclaimer of property by the liquidator does not take effect unless a copy of the notice of disclaimer has been served (so far as the liquidator is aware of their addresses) on every person claiming under the Company as underlessee or mortgagee.(7) Any disclaimer of property by the liquidator is presumed valid and effective, unless it is proved that he has been in breach of his duty with respect to the giving of notice of disclaimer.(8) The liquidator must include in the liquidator's records of the insolvency a record of —(a) the persons to whom that liquidator has sent or given copies of the notice of disclaimer under this Section, showing their names and addresses and the nature of their respective interests;(b) the dates on which the copies of the notice of disclaimer were sent or given to those persons; and(c) the date on which a copy of the notice of disclaimer was sent to the Registrar.(9) If the liquidator fails without reasonable excuse to comply with subsection (5) he commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule.
219. Liquidator may summon meetings(1) The liquidator may summon meetings of creditors or contributories for the purposes of reporting on matters in the winding-up or ascertaining their wishes in accordance with the provisions of Schedule 6 (Meetings and Correspondence) and any such meetings shall be conducted in accordance with such provisions.(2) Anything which is required or permitted by or under this Part to be done at a meeting of creditors may be done by correspondence between the liquidator and the creditors —(a) in accordance with these Regulations (including Schedule 6 (Meetings and Correspondence)); and(b) subject to any prescribed condition.(3) A reference in this Part to anything done at a meeting of creditors includes a reference to anything done in the course of correspondence in reliance on subsection (2).(4) A requirement to hold a meeting of creditors is satisfied by conducting correspondence in accordance with subsection (2).
220. Settling list of contributories, debts and calls(1) At any time after a winding-up order has been made, the Court —(a) shall settle a list of contributories, with power to rectify the register of members in all cases where rectification is required, and shall cause the Company's property to be collected and applied in discharge of its liabilities;(b) may make an order on any contributory for the time being on the list of contributories to pay, in the manner directed by the order, any money due from him to the Company, exclusive of any money payable by him by virtue of any call;(c) may make calls on all or any of the contributories for the time being settled on the list of the contributories to the extent of their liability, for payment of any money which the Court considers necessary to satisfy the Company's debts and liabilities, and the expenses of the winding-up, and for the adjustment of the rights of the contributories among themselves and make an order for payment of any calls so made; and(d) shall adjust the rights of the contributories among themselves and distribute any surplus among the persons entitled to it.(2) In a winding-up by the Court, the powers of the Court described in subsection (1) are discharged by the liquidator as an officer of the Court, subject to its control.(3) In a voluntary winding-up, the liquidator may exercise the Court's powers described in subsection (1).
221. Liability to contribute of past and present members(1) Subject to subsection (2), when a Company is wound up, every present and past member is liable to contribute to its assets to any amount sufficient for the payment of its debts and liabilities, and the expenses of the winding-up, and for the adjustment of the rights of contributories among themselves.(2) A past or present member is not liable to contribute —(a) if he has ceased to be a member for one (1) year or more before the commencement of the winding-up;(b) in respect of any debt or liability of the Company contracted after he ceased to be a member;(c) if it appears to the Court that the existing members are able to satisfy the contributions required to be made by them;(d) in the case of a Company limited by shares, a sum more than an amount (if any) unpaid on the shares in respect of which he is liable as a past or present member; and(e) in the case of a Company limited by guarantee, in excess of the amount undertaken to be contributed by him to the Company's assets in the event of the Company being wound up.(3) A sum due to any member of the Company (in his character as a member) by way of dividends, profits or otherwise is not deemed to be a debt of the Company, payable to that member in a case of competition between himself and any other creditor not a member of the Company, but any such sum may be taken into account for the purpose of the final adjustment of rights of contributories among themselves.
222. Limited Company formerly unlimited(1) This Section applies in the case of a Company being wound up which was at some former time registered as an unlimited Company but has re-registered as a limited Company.(2) Notwithstanding Section 221(2)(a) (Liability to contribute of past and present members), a past or present member of the Company, who was a member of the Company at the time of re-registration, is liable to contribute to the assets of the Company in respect of debts and liabilities contracted before re-registration if the winding-up commences within the period of three (3) years beginning with the day on which the Company was re-registered.(3) Subject to Section 221(2)(a) (Liability to contribute of past and present members) and subsection (2) if no persons who were members of the Company at the time of reregistration are existing members of the Company, a person who at the time of re-registration was a present or past member is liable to contribute under subsection (2) notwithstanding that the existing members have satisfied the contributions required to be made by them under Section 221(2)(c) (Liability to contribute of past and present members).(4) There is no limit on the amount which a person who, at the time of re-registration, was a past or present member of the Company is liable to contribute as above.
223. Unlimited Company formerly limited(1) This Section applies in the case of a Company being wound up which was at some former time registered as a limited Company but has been re-registered as an unlimited Company.(2) A person who, at the time when the application for the Company to be re-registered as an unlimited Company was lodged, was a past member of the Company and did not after that again become a member of it, is not liable to contribute to the assets of the Company more than he would have been liable to contribute had the Company not been re-registered.
224. Company's books to be evidence
Where a Company is being wound up, all books and papers of the Company and of the liquidators are, as between the contributories of the Company, prima facie evidence of the truth of all matters purporting to be recorded in them.
225. Distribution of Company's property(1) Subject to Section 263 (Insolvency of clearing and settlement intermediaries or authorised market institutions; client assets), the Company's assets available for payment of general creditors shall on the winding-up be applied in satisfaction of the following liabilities in the order of priority of —(a) all expenses properly incurred in the winding-up in accordance with Section 226 (General rule as to priority of expenses);(b) any Preferential Debts of the Company in accordance with Section 227 (Preferential Debts);(c) the remainder of the Company's liabilities in accordance with Section 228 (Unsecured debts of insolvent Company to rank equally); andsubject to that application, shall (unless the Articles otherwise provide) be distributed among the members according to their rights and interests in the Company.
226. General rule as to priority of expenses(1) The expenses of the winding-up are payable out of the assets in the following order of priority —(a) expenses which are properly chargeable or incurred by the provisional liquidator in carrying out the functions conferred on him by the Court;(b) expenses or costs which are properly chargeable or incurred by the liquidator in preserving, realising or getting in any of the assets of the Company or otherwise relating to the conduct of any legal proceedings which he has power to bring or defend whether in his own name or the name of the Company or in the preparation or conduct of any negotiations intended to lead or leading to a settlement or compromise of any legal action or dispute to which the proceedings or procedures relate;(c) any fees payable to the Court or to any official body in relation to the proceedings;(d) the cost of any security provided by a provisional liquidator or liquidator in accordance with these Regulations;(e) the remuneration of the provisional liquidator (if any);(f) any deposit lodged on an application for the appointment of a provisional liquidator;(g) the costs of the petitioner, and of any person appearing on the petition whose costs are allowed by the Court;(h) any amount payable to a person employed to assist in the preparation of a Statement of Affairs or of accounts;(i) any allowance made, by order of the Court, towards costs on an application for release from the obligation to submit a Statement of Affairs, or for an extension of time for submitting such a statement;(j) any necessary disbursements by the liquidator in the course of his administration (including any expenses incurred by members of the Liquidation Committee or their representatives and allowed by the liquidator under Schedule 7 (Creditors' Committees);(k) the remuneration or emoluments of any person who has been employed by the liquidator to perform any services for the Company, as required or authorised by these Regulations;(l) the remuneration of the liquidator; and(m) any other expenses properly chargeable by the liquidator in carrying out his functions in the liquidation.(2) The Court may, in the event of the assets being insufficient to satisfy the liabilities, make an order as to the payment out of the assets of the expenses incurred in the winding-up in such order of priority as the Court thinks just.(3) Nothing in these Regulations affects the power of any Court, in proceedings by or against the Company, to order costs to be paid by the Company, or the liquidator; nor do they affect the rights of any person to whom such costs are ordered to be paid.
227. Preferential Debts(1) Preferential Debts rank equally among themselves after the expenses of the winding-up and shall be paid in full, unless the assets are insufficient to meet them, in which case they abate in equal proportions.(2) "Preferential Debts" means the debts listed in Schedule 8 (Preferential Debts), and references to preferential creditors shall be read accordingly.
228. Unsecured debts of insolvent Company to rank equally(1) Unsecured debts (including all or any part of a secured debt which is treated as unsecured in accordance with Schedule 5 (Proofs and Distribution) in a winding-up), other than the expenses of the winding-up and Preferential Debts, rank equally between themselves in the winding-up and, after the Preferential Debts, shall be paid in full unless the assets are insufficient for meeting them, in which case they abate in equal proportions between themselves.(2) Subsection (1) applies whether or not the Company is unable to pay its debts.
229. Fixing of liquidator's remuneration
The liquidator is entitled to receive remuneration for his services as such. The relevant provisions in Schedule 12 (Remuneration) shall apply in the determination of the remuneration of the liquidator.
230. Liquidation committee(1) In any Insolvency Proceedings within this Part 3, the creditors may, at any meeting convened by the Office-holder, appoint a Liquidation Committee to exercise the functions conferred on it by these Regulations.(2) If such a Liquidation Committee is appointed, the relevant provisions of Schedule 7 (Creditors' Committees) shall apply.(3) This Section does not apply to a members' winding-up.
231. Notice requiring Statement of Affairs(1) Where a liquidator is required to produce a Statement of Affairs under Section 183(3) (Effect of Company's insolvency) he shall do so using the prescribed form. Where a liquidator determines that it is required, he shall send a notice to each relevant person whom he determines appropriate requiring him or them to prepare and submit a statement of the Company's affairs.(2) The notice shall inform each of the relevant persons of —(a) the names and addresses of all others (if any) to whom the same notice has been sent;(b) the time within which the statement must be delivered;(c) the effect of Section 232(5) (Statement of Company's affairs); and(d) the application to him, and each other relevant person, of Section 255 (Duty to co-operate with Office-holder).(3) The liquidator shall furnish each relevant person to whom he has sent notice in the prescribed form with the forms required for the preparation of the Statement of Affairs.(4) For the purposes of subsection (1) above "relevant person" means —(a) a person who is or has been an officer of the Company;(b) a person who took part in the formation of the Company during the period of one year ending with the date on which the Company enters winding-up;(c) a person employed by the Company during that period; and(d) a person who is or has been during that period an officer or employee of a Company which is or has been during that year an officer of the Company.(5) For the purposes of subsection (4) a reference to employment is a reference to employment through a contract of employment or a contract for services.
232. Statement of Company's Affairs(1) The Statement of Affairs must —(a) be verified by a statement of truth by each relevant person in accordance with the Civil Procedure Rules;(b) be in the prescribed form containing all the particulars required by that form;(c) give particulars of the Company's property, debts and liabilities;(d) give the names and addresses of the Company's creditors;(e) specify the security held by each creditor;(f) give the date on which each security was granted; and(g) contain such other information as may be prescribed.(2) A person required to submit a Statement of Affairs under Section 231 (Notice requiring Statement of Affairs) must do so before the end of the period of twenty-one (21) days beginning with the day after that on which the prescribed notice of the requirement is given to him by the liquidator.(3) The liquidator may —(a) release a person from a requirement to provide a Statement of Affairs under Section 231 (Notice requiring Statement of Affairs); or(b) extend the period specified in subsection (2) (whether before or after expiry).(4) If the liquidator refuses to act under subsection (3), the Court, if it thinks fit, may exercise it.(5) If a person fails without reasonable excuse to comply with this Section, he commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule.
233. Statement of Company's affairs by Directors(1) Where a Director is required to produce a Statement of Affairs under Section 186(2) (Meetings of members and creditors) he shall do so using the prescribed form.(2) The Directors shall cause that statement to be laid before the creditors' meeting and appoint one of their number to preside over the meeting.(3) The statement of affairs must —(a) be verified by a statement of truth by some or all of the Directors in accordance with the Civil Procedure Rules;(b) be in the prescribed form;(c) give particulars of the Company's property, debts and liabilities;(d) give the names and addresses of the Company's creditors;(e) specify the security held by each creditor;(f) give the date on which each security was granted; and(g) contain such other information as may be prescribed.(4) If a Director fails without reasonable excuse to comply with this Section, he commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule.
234. Verification and filing(1) The liquidator of a Company may require any relevant person to submit a statement of concurrence in the prescribed form stating that he concurs in the Statement of Affairs. Where the liquidator of a Company does so, he shall inform each person making the Statement of Affairs of that fact.(2) The Statement of Affairs shall be delivered by the relevant person or persons making the statement of truth, together with a copy, to the liquidator of the Company. The relevant person or persons shall also deliver a copy of the Statement of Affairs to all those persons whom the liquidator of the Company has required to make a statement of concurrence.(3) A person required to submit a statement of concurrence shall do so before the end of the period of five (5) business days (or such other period as the liquidator of the Company may agree) beginning with the day on which the Statement of Affairs being concurred with is received by him.(4) A statement of concurrence may be qualified in respect of matters dealt with in the Statement of Affairs, where the maker of the statement of concurrence is not in agreement with the relevant person or persons, or he considers the Statement of Affairs to be erroneous or misleading, or he is without the direct knowledge necessary for concurring with it.(5) Every statement of concurrence shall be verified by a statement of truth and be delivered to the liquidator of the Company by the person who makes it, together with a copy of it.(6) Subject to Section 235 (Limited disclosure), the liquidator of a Company shall as soon as reasonably practicable send to the Registrar a copy of the Statement of Affairs and any statement of concurrence.
235. Limited disclosure(1) Where the liquidator of a Company thinks that it would prejudice the conduct of the liquidation or might reasonably be expected to lead to violence against any person for the whole or part of the statement of the Company's affairs to be disclosed, he may apply to the Court for an order of limited disclosure in respect of the statement, or any specified part of it.(2) The Court may, on such liquidation, order that the statement or, as the case may be, the specified part of it, shall not be filed with the Registrar.(3) The liquidator of a Company shall as soon as reasonably practicable send to the Registrar a copy of the order and the Statement of Affairs (to the extent provided by the order) and any statement of concurrence.(4) If a creditor seeks disclosure of a Statement of Affairs or a specified part of it in relation to which an order has been made under this Section, he may apply to the Court for an order that the liquidator of a Company disclose it or a specified part of it. The application shall be supported by written evidence in the form of a witness statement.(5) The applicant shall give the liquidator of a Company notice of his application at least three (3) business days before the hearing.(6) The Court may make any order for disclosure subject to any conditions as to confidentiality, duration, the scope of the order in the event of any change of circumstances, or other matters as it sees just.(7) If there is a material change in circumstances rendering the limit on disclosure or any part of it unnecessary, the liquidator of a Company shall, as soon as reasonably practicable after the change, apply to the Court for the order or any part of it to be rescinded.(8) The liquidator of a Company shall, as soon as reasonably practicable after the making of an order under subsection (7), file with the Registrar a copy of the Statement of Affairs to the extent provided by the order.(9) The provisions of the Civil Procedure Rules relating to disclosure and inspection of documents shall not apply to an application under this Section.
236. Release from duty to submit Statement of Affairs; extension of time(1) The power of the liquidator under Section 232 (Statement of Company's Affairs) to give a release from the obligation imposed by Section 231(1) (Notice requiring Statement of Affairs), or to grant an extension of time, may be exercised at his own discretion, or at the request of any relevant person.(2) A relevant person may, if he requests a release or extension of time and it is refused by the liquidator, apply to the Court for it.(3) The Court may, if it thinks that no sufficient cause is shown for the application, dismiss it without a hearing but it shall not do so without giving the relevant person at least five (5) business days' notice, upon receipt of which the relevant person may request the Court to list the application for a without notice hearing. If the application is not dismissed the Court shall fix a venue for it to be heard, and give notice to the relevant person accordingly.(4) The relevant person shall, at least fourteen (14) days before the hearing, send to the liquidator a notice stating the venue and accompanied by a copy of the application and of any evidence which he (the relevant person) intends to adduce in support of it.(5) The liquidator may appear and be heard on the application and, whether or not he appears, he may file a written report of any matters which he considers ought to be drawn to the Court's attention.(6) If such a report is filed, a copy of it shall be sent by the liquidator to the relevant person, not later than five (5) business days before the hearing.(7) Sealed copies of any order made on the application shall be sent by the Court to the relevant person and the liquidator.(8) On any application under this Section the relevant person's costs shall be paid in any event by him and, unless the Court otherwise orders, no allowance towards them shall be made as an expense of the winding-up.
237. Expense of Statement of Affairs(1) A relevant person making the Statement of Affairs of the Company or statement of concurrence shall be allowed, and paid by the liquidator as an expense of the winding-up, any expenses incurred by the relevant person in so doing which the liquidator considers reasonable.(2) Any decision by the liquidator under this Section is subject to appeal to the Court.(3) Nothing in this Section relieves a relevant person from any obligation with respect to the preparation, verification and submission of the Statement of Affairs, or to the provision of information to the liquidator.
238. Submission of accounts(1) The liquidator shall be entitled to demand from an officer of the Company access to and copies of the accounts and the books and records of the Company of such nature and for such period as he sees fit.(2) Where a person is required to furnish accounts under subsection (1), the liquidator may authorise an allowance, payable out of the assets of the Company, towards expenses to be incurred by that person in employing others to assist him in preparing the accounts.
239. Further disclosure
The liquidator may at any time require any person to submit (in writing) further information amplifying, modifying or explaining any matter contained in a Statement of Affairs, or in accounts submitted in pursuance of these Regulations.
240. Removal or resignation of liquidator(1) The Court may, on cause shown, remove a liquidator or provisional liquidator and appoint another.(2) A liquidator may only resign his office if he ceases to be a person who is licensed as an insolvency practitioner or there is some conflict of interest or change of personal circumstance which precludes or makes impracticable the further discharge by him of the duties of liquidator.(3) A liquidator may resign his office by giving twenty-eight (28) days' notice of his resignation to the members and creditors of the Company and to the Registrar, together with a progress report providing an account of his acts and dealings, and of the conduct of the winding-up, since his last progress report or, if there is no such progress report, since his appointment.
241. Reference of questions to court(1) The liquidator or any contributory or creditor may apply to the Court to determine any question arising in the winding-up of a Company.(2) In addition, the Court may, on the liquidator's application, relieve him of any duty imposed on him by these Regulations, or authorise him to carry out the duty in a way other than as required by these Regulations.(3) In considering whether to act under subsection (2), the Court shall have regard to the cost of carrying out the duty, to the amount of the assets available, and to the extent of the interest of creditors or members, or any particular class of them.(4) The Court may make such order on the application as it thinks just.
242. Meetings to ascertain wishes of creditors or contributories(1) The Court may —(a) as to all matters relating to the winding-up of a Company, have regard to the wishes of the creditors or contributories (as proved to it by any sufficient evidence); and(b) if it thinks fit, for the purpose of ascertaining those wishes, direct meetings of the creditors, members or contributories to be called, held and conducted, or for resolutions to be proposed by correspondence, in accordance with Schedule 6 (Meetings and Correspondence) or in such other manner as the Court directs, and appoint a person to act as chairman of any such meeting and report the result of it to the Court.(2) In the case of creditors, regard shall be had to the value of each creditor's debt.(3) In the case of contributories, regard shall be had to the number of votes conferred on each contributory.