• Chapter 10 Chapter 10 — Ending Administration

    • 110. Automatic end of administration

      (1) The appointment of an administrator of a Company shall cease to have effect at the end of the period of one year beginning with the date on which it takes effect.
      (2) But —
      (a) on the application of an administrator of a Company the Court may by order extend his term of office for a specified period; and
      (b) the term of office of an administrator of a Company may be extended for a specified period not exceeding twelve (12) months by consent.
      (3) An order of the Court under this Section —
      (a) may be made in respect of an administrator of a Company whose term of office has already been extended by order or by consent; but
      (b) may not be made after the expiry of his term of office.
      (4) Where an order is made under this Section the administrator of a Company shall as soon as is reasonably practicable notify the Registrar.
      (5) An administrator of a Company who fails without reasonable excuse to comply with subsection (4) commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule.
      (6) In subsection (2)(b) "consent" means consent of —
      (a) each secured creditor of the Company; and
      (b) if the Company has unsecured debts, creditors whose debts amount to more than 50% of the Company's unsecured debts, disregarding debts of any creditor who does not respond to an invitation to give or withhold consent.
      (7) But where the administrator of a Company has made a statement under Section 61(6)(b) (Requirement for initial creditors' meeting) "consent" means —
      (a) consent of each secured creditor of the Company; or
      (b) if the administrator of a Company thinks that a distribution may be made to preferential creditors, consent of —
      (i) each secured creditor of the Company; and
      (ii) preferential creditors whose debts amount to more than 50% of the preferential debts of the Company, disregarding debts of any creditor who does not respond to an invitation to give or withhold consent.
      (8) Consent for the purposes of subsection (2)(b) may be —
      (a) written; or
      (b) signified at a creditors' meeting.
      (9) The term of office of an administrator of a Company —
      (a) may be extended by consent only once;
      (b) may not be extended by consent after extension by order of the Court; and
      (c) may not be extended by consent after expiry.
      (10) Where the term of office of an administrator of a Company is extended by consent he shall as soon as is reasonably practicable —
      (a) file notice of the extension with the Court; and
      (b) notify the Registrar.
      (11) An administrator of a Company who fails without reasonable excuse to comply with subsection (10) commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule.
      (12) Notwithstanding the other provisions of this Section, the appointment of an administrator of a Company which is in administration shall cease to have effect when a Deed of Company Arrangement is executed by both the Company and the administrator of the Deed of Company Arrangement.

    • 111. Final progress reports

      (1) In this Chapter reference to a progress report is to a report in the form specified in Section 69 (Reports to creditors).
      (2) The "final progress report" means a progress report which includes a summary of —
      (a) the administrator's proposals;
      (b) any major amendments to, or deviations from, those proposals;
      (c) the steps taken during the administration; and
      (d) the outcome.

    • 112. Notice of automatic end of administration

      (1) Where the appointment of an administrator of a Company has ceased to have effect, and the administrator of the Company is not required by any other Section to give notice of that fact, he shall, as soon as reasonably practicable, and in any event within five (5) business days of the date when the appointment has ceased, file a notice of automatic end of administration in the prescribed form with the Court. The notice shall be accompanied by a final progress report.
      (2) A copy of the notice and accompanying document shall be sent as soon as reasonably practicable to the Registrar, and to all other persons who received a copy of the administrator's proposals.
      (3) If the administrator of a Company makes default in complying with this Section, he commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule.

    • 113. Court ending administration on application of administrator

      (1) On the application of the administrator of a Company the Court may provide for the appointment of an administrator of the Company to cease to have effect from a specified time.
      (2) The administrator of a Company shall make an application under this Section if —
      (a) he thinks the purpose of administration cannot be achieved in relation to the Company;
      (b) he thinks the Company should not have entered administration;
      (c) a creditors' meeting requires him to make an application under this Section;
      (d)
      (i) the administration is pursuant to an administration order; and
      (ii) the administrator of the Company thinks that the purpose of administration has been sufficiently achieved in relation to the Company; or
      (e) the Company contravenes Section 74(2) (Execution of Deed of Company Arrangement) by failing to execute a proposed Deed of Company Arrangement.
      (3) On an application under this Section the Court may —
      (a) adjourn the hearing conditionally or unconditionally;
      (b) dismiss the application;
      (c) make an interim order; and/or
      (d) make any order it thinks appropriate (whether in addition to, in consequence of or instead of the order applied for).

    • 114. Application to Court by administrator

      (1) An application to the Court under Section 113 (Court ending administration on application of administrator) for an order ending an administration shall have attached to it a progress report for the period since the last progress report (if any) or the date the Company entered administration and a statement indicating what the administrator of the Company thinks should be the next steps for the Company (if applicable).
      (2) Where the administrator of a Company applies to the Court because the creditors' meeting has required him to, he shall also attach a statement to the application in which he shall indicate (giving reasons) whether or not he agrees with the creditors' requirement to him to make the application.
      (3) When the administrator of a Company applies other than at the request of a creditors' meeting, he shall —
      (a) give notice in writing to the applicant for the administration order under which he was appointed, or the person by whom he was appointed and the creditors of his intention to apply to Court at least five (5) business days before the date that he intends to makes his application; and
      (b) attach to his application to Court a statement that he has notified the creditors, and copies of any response from creditors to that notification.
      (4) Where the administrator of a Company applies to Court under Section 113 (Court ending administration on application of administrator) in conjunction with a petition under Section 202 (Application for winding-up) for an order to wind up the Company, he shall, in addition to the requirements of subsection (3), notify the creditors whether he intends to seek appointment as liquidator.

    • 115. Termination of administration where objective achieved

      (1) This Section applies where an administrator of a Company is appointed under Section 21 (Power to appoint) or 29 (Power to appoint).
      (2) If the administrator of a Company thinks that the purpose of administration has been sufficiently achieved in relation to the Company he may file a notice in the prescribed form, accompanied by a final progress report —
      (a) with the Court; and
      (b) with the Registrar.
      (3) The appointment of the administrator of the Company shall cease to have effect when the requirements of subsection (2) are satisfied.
      (4) Where the administrator of a Company files a notice, as soon as practicable, and within five (5) business days, he shall send a copy of the notice (and the accompanying report) to every creditor of the Company (other than an opted-out creditor) of whose claim and address he is aware, to all those persons (other than opted-out creditors) who were notified of his appointment and the Company.
      (5) The administrator of a Company is taken to have complied with subsection (4) in relation to creditors if before the end of the prescribed period he publishes in the Abu Dhabi Global Market a notice (with standard content and stating the date that the administration ended) undertaking to provide a copy of the notice under subsection (2) to any creditor of the Company who applies in writing to a specified address.
      (6) An administrator of a Company who fails without reasonable excuse to comply with subsection (4) commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule.

    • 116. Court ending administration on application of creditor

      (1) On the application of a creditor of a Company the Court may provide for the appointment of an administrator of the Company to cease to have effect at a specified time.
      (2) An application under this Section must allege an improper motive —
      (a) in the case of an administrator of a Company appointed by administration order, on the part of the applicant for the order; or
      (b) in any other case, on the part of the person who appointed the administrator of the Company.
      (3) On an application under this Section the Court may —
      (a) adjourn the hearing conditionally or unconditionally;
      (b) dismiss the application;
      (c) make an interim order; and/or
      (d) make any order it thinks appropriate (whether in addition to, in consequence of or instead of the order applied for).

    • 117. Application to Court by creditor

      (1) Where a creditor applies to the Court to end the administration a copy of the application shall be served on the administrator of the Company and the person who either made the application for the administration order or made the appointment. Where the appointment was made under Section 21 (Power to appoint), a copy of the application shall be served on the holder of the qualifying charge by virtue of which the appointment was made.
      (2) Service shall be effected not less than five (5) business days before the date fixed for the hearing. The administrator of the Company, applicant or appointor, or holder of the qualifying charge by virtue of which the appointment was made may appear at the hearing of the application.
      (3) Where the Court makes an order to end the administration, the Court shall send a copy of the order to the administrator of the Company.

    • 118. Application for extension of administration

      (1) An application to the Court for an extension of administration shall be accompanied by a progress report for the period since the last progress report (if any) or the date the Company entered administration.
      (2) When the administrator of the Company requests an extension of the period of the administration by consent of creditors, his request shall be accompanied by a progress report for the period since the last progress report (if any) or the date the Company entered administration.
      (3) Where the Court makes an order extending the administration, the administrator of the Company must give notice of the order to the creditors as soon as reasonably practicable, together with a copy of the progress report which accompanied the application to the Court.
      (4) Where the period of the administration has been extended by consent of creditors, the administrator of the Company must give notice to the creditors as soon as reasonably practicable.

    • 119. Time of end of administration

      (1) For the purposes of Section 114(2) (Application to Court by administrator), two (2) copies of the notice shall be filed with the Court and shall contain a statement that a copy of the notice has been sent to the Registrar. The Court shall endorse each copy with the date and time of filing. The appointment shall cease to have effect from that date and time.
      (2) The Court shall give a sealed copy of the notice to the administrator of the Company.

    • 120. Notification by administrator of Court order

      (1) Where the Court makes an order to end the administration, the administrator of the Company must send to the Registrar a copy of the Court order and a copy of his final progress report.
      (2) As soon as reasonably practicable, the administrator of the Company must send a copy of the notice and the final progress report to all other persons who received notice of his appointment.

    • 121. Public interest winding-up

      (1) This Section applies where a winding-up order is made for the winding-up of a Company in administration or which is subject to a Deed of Company Arrangement on a petition presented under Section 203 (Petition for winding-up by the Financial Services Regulator).
      (2) This Section also applies where a provisional liquidator of a Company in administration or which is subject to a Deed of Company Arrangement is appointed following the presentation of a petition as described in subsection (1).
      (3) The Court shall order —
      (a) that the appointment of the administrator shall cease to have effect; or
      (b) that the appointment of the administrator shall continue to have effect.
      (4) If the Court makes an order under subsection (3)(b) it may also —
      (a) specify which of the powers under these Regulations are to be exercisable by the administrator; and
      (b) order that these Regulations shall have effect in relation to the administrator with specified modifications.

    • 122. Moving to creditors' voluntary liquidation

      (1) This Section applies where —
      (a) the administrator of a Company thinks —
      (i) that the total amount which each secured creditor of the Company is likely to receive has been paid to him or set aside for him; and
      (ii) that a distribution will be made to unsecured creditors of the Company (if there are any); or
      (b) at a meeting of creditors convened pursuant to Section 90 (Meeting of creditors to consider variation or termination), a Company's creditors —
      (i) pass a resolution terminating a Deed of Company Arrangement executed by the Company; and
      (ii) also resolve at a particular time under Section 89 (Creditors may terminate Deed of Company Arrangement and resolve that Company be wound up) that the Company be wound up.
      (2) The administrator of the Company may, and the administrator of a Deed of Company Arrangement shall, send to the Registrar a notice that this Section applies.
      (3) On receipt of a notice under subsection (2) the Registrar shall register it.
      (4) If an administrator of a Company or of a Deed of Company Arrangement sends a notice under subsection (2) he shall as soon as is reasonably practicable —
      (a) file a copy of the notice with the Court; and
      (b) send a copy of the notice to each creditor other than an opted-out creditor of whose claim and address he is aware.
      (5) On the registration of a notice under subsection (2) —
      (a) if sent by an administrator of the Company or of a Deed of Company Arrangement, the appointment of an administrator of the Company or of a Deed of Company Arrangement shall cease to have effect; and
      (b) the Company shall be wound up as if a resolution for voluntary winding-up under Section 174 (Circumstances in which a Company may be wound up voluntarily) were passed on the day on which the notice is registered.
      (6) The liquidator for the purposes of the winding-up shall be —
      (a) a person nominated by the creditors of the Company in the prescribed manner and within the prescribed period; or
      (b) if no person is nominated under paragraph (a), the administrator of the Company or of the Deed of Company Arrangement, as the case may be.
      (7) In the application of Part 3 (Winding-up) to a winding-up by virtue of this Section —
      (a) Section 192 (Notice of resolution to wind up) shall not apply;
      (b) Section 193 (Commencement of winding-up) shall apply as if the reference to the time of the passing of the resolution for voluntary winding-up were a reference to the beginning of the date of registration of the notice under subsection (3);
      (c) Section 175 (Declaration of solvency) shall not apply;
      (d) Section 186 (Meeting of members and creditors) and Section 187 (Appointment of liquidator) shall not apply;
      (e) Section 208 (Commencement of winding-up) shall apply as if the reference to the time of the passing of the resolution for voluntary winding-up were a reference to the beginning of the date of registration of the notice under subsection (3); and
      (f) any creditors' committee which is in existence immediately before the Company ceases to be in administration shall continue in existence after that time as if appointed as a Liquidation Committee under Section 230 (Liquidation Committee).

    • 123. Moving to creditors' voluntary liquidation

      (1) As soon as reasonably practicable after the day on which the Registrar registers the notice of moving to creditors' voluntary liquidation sent by the administrator of the Company or of the Deed of Company Arrangement, as the case may be, for the purposes of Section 122(3) (Moving to creditors' voluntary liquidation), the person who at that point ceases to be the administrator of the Company or of the Deed of Company Arrangement, as the case may be, must (whether he becomes the liquidator or not) send a final progress report, to the Registrar and to all those who received notice of his appointment.
      (2) For the purposes of Section 122(6)(a) (Moving to creditors' voluntary liquidation), a person is nominated by the creditors as liquidator by —
      (a) their approval of the statement of the proposed liquidator in the proposals or revised proposals of the administrator of the Company or the proposed resolutions included in the notice given to creditors under Section 90 (Meeting of creditors to consider variation or termination); or
      (b) their nomination of a different person before their approval of the proposals or revised proposals or for the purposes of the proposed resolutions.

    • 124. Moving from administration to dissolution

      (1) If the administrator of a Company thinks that the Company has no property which might permit a distribution to its creditors, he shall send a notice to that effect to the Registrar.
      (2) The Court may on the application of the administrator of a Company disapply subsection (1) in respect of the Company.
      (3) On receipt of a notice under subsection (1) the Registrar shall register it.
      (4) On the registration of a notice in respect of a Company under subsection (1) the appointment of an administrator of the Company shall cease to have effect.
      (5) If an administrator of a Company sends a notice under subsection (1) he shall as soon as is reasonably practicable —
      (a) file a copy of the notice with the Court; and
      (b) send a copy of the notice to each creditor of whose claim and address he is aware.
      (6) At the end of the period of three months beginning with the date of registration of a notice in respect of a Company under subsection (1) the Company is deemed to be dissolved.
      (7) On an application in respect of a Company by the administrator of a Company or another interested person the Court may —
      (a) extend the period specified in subsection (6);
      (b) suspend that period; or
      (c) disapply subsection (6).
      (8) Where an order is made under subsection (7) in respect of a Company the administrator of the Company shall as soon as is reasonably practicable notify the Registrar.
      (9) An administrator of a Company commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule if he fails without reasonable excuse to comply with subsection (5).

    • 125. Moving from administration to dissolution

      (1) Where, for the purposes of Section 124(1) (Moving from administration to dissolution), the administrator of a Company sends a notice of moving from administration to dissolution to the Registrar, the administrator of the Company must attach to that notice a final progress report.
      (2) As soon as reasonably practicable a copy of the notice and the attached document shall be sent to all other persons who received notice of the appointment of the administrator of the Company.
      (3) Where a Court makes an order under Section 124(7) (Moving from administration to dissolution) it shall, where the applicant is not the administrator of the Company, give a copy of the order to the administrator of the Company.

    • 126. Discharge of administration order where administration ends

      (1) This Section applies where —
      (a) the Court makes an order under this Part 1 (Administration) providing for the appointment of an administrator of a Company to cease to have effect; and
      (b) the administrator was appointed by administration order.
      (2) The Court shall discharge the administration order.

    • 127. Notice to registrar where administration ends

      (1) This Section applies where the Court makes an order under these Regulations providing for the appointment of an administrator to cease to have effect.
      (2) The administrator shall send a copy of the order to the Registrar within the period of fourteen (14) days beginning with the date of the order.
      (3) An administrator who fails without reasonable excuse to comply with subsection (2) commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule.