More in the continuing saga of problems with filing final returns in with the Registrar of Companies in CVLs and MVLs. Rules 12A.43, 12A.44 and 12A.47 set out the information that “the notification of a return or a report of a meeting” submitted to Companies House must specify. So what information has to be specified as part of the final return? It is information about the company and the IP (rules 12A.43 and 12A.44), together with information about the meeting itself (rule 12A.47). The required information about the meeting is: its purpose (including the section/rule under which it was convened), whether a quorum was present, the venue, the outcome, and the dates of the opening and closing of the liquidation.
The present Forms 4.71 and 4.72 include all the required information about the company and the IP, and also the first two bits of required information about the meeting. In addition, by sending a copy of the final report and a receipts and payments account prepared to the date of the final meeting (see the Blog Article entitled “Filing Final Progress Reports with the Registrar of Companies” dated 17 April) then you will comply with the final requirement, which just leaves the reporting on the outcome and the venue. To provide that information then you will either need to send a copy of the minutes of the final meetings or a covering letter containing the information with the return to the Registrar of Companies.
That then leads on to a problem with interpretation. The wording used in rule 12A.47 is “the notification of a return or a report of a meeting”. Unfortunately at least one member of staff (and it does seem to depend on who looks at your final return – which is another problem!) at the Registrar of Companies seem to be interpreting this to mean that all the information that is not in the return itself, i.e. the meeting outcome and venue, has got to be in the final report presented to the meeting. That is somewhat bizarre as the final report is a report of the liquidation that is presented to the meeting, and is not a record of the meeting itself. I would suggest taking the approach indicated in the previous paragraph, but would be grateful to hear from you if your final returns are rejected by the Registrar of Companies for doing so.
There is another issue, you are required by the rules to report on the outcome of the meeting, but all sections 106 and 94 require you to do is to present a copy of the final report to the meeting(s) and to give an explanation of it. As a result, the legislation does not require a you to seek any formal resolution(s) at the final meeting, although our advice has always been to seek a resolution for your release. We think a release resolution is required because you will automatically receive your release unless the creditors vote against it and so it is only right to give them the opportunity to do so. There is, however, no requirement to obtain a resolution approving the final report or the receipts and payments account.
This begs the question, what outcome do you report to the Registrar of Companies? If the meeting(s) is/are inquorate then I do not think that you need do anything more than record that fact on the Form 4.71 or 4.72 since there can be no outcome from an inquorate meeting, other than the liquidator obtaining their release by operation of statute. But if the meeting(s) is/are quorate, then what is the outcome? You will certainly have to comment on whether or not the creditors voted against your release, and if you are also seeking a resolution from creditors/members to approve your final report then that should also be reported.
This is all very unsatisfactory and cumbersome. It would be better if Form 4.71 and Form 4.72 covered all the requirements of the legislation rather than requiring IPs to either send in a copy of the minutes of the final meeting or prepare a specific letter each time including the required information!
