Companies (Winding-Up) Rules 1982

Summary

This is a long-standing set of Bermuda Supreme Court procedural rules governing the winding-up of companies under the Companies Act 1981. It sets out the detailed court process for petitions, appointment and conduct of liquidators and provisional liquidators, meetings of creditors and contributories, proof of debts, distribution of assets, accounts, and release of liquidators. It is not a prudential or licensing rule for BMA-regulated firms in the usual sense, but a procedural code that liquidators, petitioners, creditors and contributories must follow once a company enters (or is subject to) court winding-up proceedings.

• Petitions: Prescribes the form, presentation, advertisement and service of winding-up petitions, including minimum notice periods before a hearing.
• Liquidators and provisional liquidators: Requires an address for service in Bermuda, sets rules on security, remuneration, dealings with assets, resignation, and vacation of office on insolvency.
• Statements of affairs and creditors meetings: Governs preparation of statements of affairs, summoning and conduct of meetings of creditors and contributories, voting, proxies and quorum.
• Proof of debts and dividends: Sets out the manner of proving debts, examination and appeal of proofs, and payment of dividends to creditors.
• Accounts, audit and unclaimed funds: Requires audited cash books, filed accounts, and payment of unclaimed or undistributed money into the companies liquidation account, with reporting to the Minister.
• Release of liquidator: Prescribes the procedure, notice and objection period for a liquidator to obtain release from the Court.

The Rules were amended by BR 120/2020 (effective 12 November 2020), which updated provisions on liquidator residency and credentials, service of documents, inspection of the court file, and the prescribed forms in the Appendix. The Rules remain in force and apply throughout any Bermuda court-supervised or voluntary winding-up proceeding.

Key obligations

• A liquidator or provisional liquidator must be resident in Bermuda (or, where jointly appointed, at least one must be) and have credentials accepted by the Court.
• The provisional liquidator or liquidator must maintain an address for service in Bermuda.
• Every petition must be advertised in the prescribed form and manner before the hearing date, with the required notice period depending on who presents it.
• A petition must be verified by affidavit made by the petitioner (or specified alternative person).
• Any person intending to appear at the hearing of a petition, to oppose or support it, must give notice of that intention within the time prescribed by the Rules.
• The liquidator must prepare and file a statement of affairs, subsequent information, and periodic accounts, subject to audit by the Registrar of Companies.
• Unclaimed or undistributed money in the liquidator's hands must be paid into the companies liquidation account, and the liquidator must furnish information to the Minister on request.
• A liquidator seeking release must give notice to creditors and contributories, who may object within the prescribed period, before applying to the Court for release.
• Persons wishing to inspect the court file (other than the Registrar of Companies, Official Receiver, or appointed liquidator) must apply to the Registrar on notice and pay the prescribed fee.

Applies to

companies subject to winding-up proceedings, liquidators, provisional liquidators, special managers, creditors, contributories, petitioners, Official Receiver, Registrar of Companies

Deadlines

• not less than seven clear days before the day appointed for hearing: Minimum advertisement period for a petition presented by the company itself.
• not less than seven clear days after service of the petition and not less than seven clear days before the hearing: Advertisement period for a petition not presented by the company.
• within twenty-one days of the date of the notice: Period for creditors and contributories to object to a liquidator's application for release.
• seven days' notice: Notice required before certain persons may apply to the Registrar to inspect the court file.
• 12 November 2020: Effective date of amendments made by BR 120/2020 to several rules and the Appendix forms.

Related documents

• This document is made under Companies Act 1981