Financial Services and Markets Bill - continued        House of Lords
PART XXIV, INSOLVENCY - continued
Voluntary winding up - continued

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Insurance companies carrying on long-term business.     359. - (1) An insurance company carrying on long-term insurance business may not be wound up voluntarily without the consent of the Authority.
 
      (2) If notice of a general meeting of such a company is given, specifying the intention to propose a resolution for voluntary winding up of the company, a director of the company must notify the Authority as soon as practicable after he becomes aware of it.
 
      (3) A person who fails to comply with subsection (2) is guilty of an offence and liable on summary conviction to a fine not exceeding level 5 on the standard scale.
 
      (4) The following provisions do not apply in relation to a winding-up resolution-
 
 
    (a) sections 378(3) and 381A of the Companies Act 1985 ("the 1985 Act"); and
 
    (b) Articles 386(3) and 389A of the Companies (Northern Ireland) Order 1986 ("the 1986 Order").
      (5) A copy of a winding-up resolution forwarded to the registrar of companies in accordance with section 380 of the 1985 Act (or Article 388 of the 1986 Order) must be accompanied by a certificate issued by the Authority stating that it consents to the voluntary winding up of the company.
 
      (6) If subsection (5) is complied with, the voluntary winding up is to be treated as having commenced at the time the resolution was passed.
 
      (7) If subsection (5) is not complied with, the resolution has no effect.
 
      (8) "Winding-up resolution" means a resolution for voluntary winding up of an insurance company carrying on long-term insurance business.
 
 
Winding up by the court
Winding-up petitions.     360. - (1) The Authority may present a petition to the court for the winding up of a body which-
 
 
    (a) is, or has been, an authorised person;
 
    (b) is, or has been, an appointed representative; or
 
    (c) is carrying on, or has carried on, a regulated activity in contravention of the general prohibition.
      (2) In subsection (1) "body" includes any partnership.
 
      (3) On such a petition, the court may wind up the body if-
 
 
    (a) the body is unable to pay its debts within the meaning of section 123 or 221 of the 1986 Act (or Article 103 or 185 of the 1989 Order); or
 
    (b) the court is of the opinion that it is just and equitable that it should be wound up.
      (4) If a body is in default on an obligation to pay a sum due and payable under an agreement, it is to be treated for the purpose of subsection (3)(a) as unable to pay its debts.
 
      (5) "Agreement" means an agreement the making or performance of which constitutes or is part of a regulated activity carried on by the body concerned.
 
      (6) Subsection (7) applies if a petition is presented under subsection (1) for the winding up of a partnership-
 
 
    (a) on the ground mentioned in subsection (3)(b); or
 
    (b) in Scotland, on a ground mentioned in subsection (3)(a) or (b).
      (7) The court has jurisdiction, and the 1986 Act (or the 1989 Order) has effect, as if the partnership were an unregistered company as defined by section 220 of that Act (or Article 184 of that Order).
 
Winding-up petitions: EEA and Treaty firms.     361. The Authority may not present a petition to the court under section 360 for the winding up of-
 
 
    (a) an EEA firm which qualifies for authorisation under Schedule 3, or
 
    (b) a Treaty firm which qualifies for authorisation under Schedule 4,
       unless it has been asked to do so by the home state regulator of the firm concerned.
 
Insurance companies: service of petition etc. on Authority.     362. - (1) If a person other than the Authority presents a petition for the winding up of an insurance company which is an authorised person, the petitioner must serve a copy of the petition on the Authority.
 
      (2) If a person other than the Authority applies to have a provisional liquidator appointed under section 135 of the 1986 Act (or Article 115 of the 1989 Order) in respect of an insurance company which is an authorised person, the applicant must serve a copy of the application on the Authority.
 
Liquidator's duty to report to Authority.     363. If - (a) a company is being wound up voluntarily or a body is being wound up on a petition presented by a person other than the Authority, and
 
      (b) it appears to the liquidator that the company or body is carrying on, or has carried on, a regulated activity in contravention of the general prohibition,
 the liquidator must report the matter to the Authority without delay.
Authority's powers to participate in proceedings.     364. - (1) This section applies if a person other than the Authority presents a petition for the winding up of a body which-
 
 
    (a) is, or has been, an authorised person;
 
    (b) is, or has been, an appointed representative; or
 
    (c) is carrying on, or has carried on, a regulated activity in contravention of the general prohibition.
      (2) The Authority is entitled to be heard-
 
 
    (a) at the hearing of the petition; and
 
    (b) at any other hearing of the court in relation to the body under or by virtue of Part IV or V of the 1986 Act (or Part V or VI of the 1989 Order).
      (3) Any notice or other document required to be sent to a creditor of the body must also be sent to the Authority.
 
      (4) A person appointed for the purpose by the Authority is entitled-
 
 
    (a) to attend any meeting of creditors of the body;
 
    (b) to attend any meeting of a committee established for the purposes of Part IV or V of the 1986 Act under section 101 of that Act or under section 141 or 142 of that Act;
 
    (c) to attend any meeting of a committee established for the purposes of Part V or VI of the 1989 Order under Article 87 of that Order or under Article 120 of that Order; and
 
    (d) to make representations as to any matter for decision at such a meeting.
      (5) If, during the course of the winding up of a company, a compromise or arrangement is proposed between the company and its creditors, or any class of them, the Authority may apply to the court under section 425 of the Companies Act 1985 (or Article 418 of the Companies (Northern Ireland) Order 1986).
 
 
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