3. Remuneration: procedure for initial determination
(1) It is for the creditors' committee, subject to sub-paragraph (4), to determine the basis of remuneration in an administration or winding-up of a Company (except in a members' voluntary winding-up).
(a) If there is no creditors' committee in an administration or winding-up, or the creditors' committee does not make the requisite determination, and —
(i) in an administration, the case does not fall within sub-paragraph (3); or
(ii) in a creditors' voluntary winding-up or a winding-up by the Court, subject to sub-paragraph (4),
the basis of remuneration may be fixed by a resolution of a meeting of creditors.
(b) Where there is a Deed of Company Arrangement, the basis of remuneration may be fixed by a resolution of a meeting of creditors.
(3) If the administrator of a Company has made a statement under Section 61(6)(b) (Requirement for initial creditors' meeting) and there is no creditors' committee, or the creditors' committee does not make the requisite determination, the basis of the administrator's remuneration may be fixed by the approval of —
(a) each secured creditor of the Company; or
(b) if the administrator has made or intends to make a distribution to preferential creditors —
(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 approval.
(4) Where —
(a) a Company which is in administration moves into winding-up under Section 122(1) (Moving creditors' voluntary liquidation) and the administrator becomes the liquidator; or
(b) a winding-up order is made immediately upon the appointment of an administrator ceasing to have effect and the Court under Section 210(3) (Appointment of provisional liquidator or of liquidator following administration) appoints as liquidator the person whose appointment as administrator has ceased to have effect,
the basis of remuneration fixed under this paragraph for the administrator is treated as having been fixed for the liquidator, and sub-paragraphs (1) and (2) do not apply.
(5) In a members' voluntary winding-up, it is for the Company in general meeting to determine the basis of remuneration.
(6) If not fixed as above, the basis of the administrator's remuneration or the liquidator's remuneration in a voluntary winding-up (including a members' voluntary winding-up) must, on application by the administrator or liquidator, be fixed by the Court.
(7) An application under sub-paragraph (6) may not be made by the administrator or liquidator without having first sought fixing of the basis in accordance with sub-paragraph (1), (2), (3) or (5) (as the case may be).
(8) In a members' voluntary winding-up, the liquidator must deliver at least 14 days' notice of an application under sub-paragraph (6) to the Company's contributories, or such one or more of them as the Court may direct; and the contributories may nominate one or more of their number to appear, or be represented, and to be heard on the application.
(9) If, in a winding-up by the Court, the basis of remuneration is not fixed as above after the liquidator has requested the creditors to fix the basis in accordance with sub-paragraph (2) or in any event within 18 months after the date of the liquidator's appointment, the liquidator is entitled to such sum as is arrived at (subject to sub-paragraph (10)) by —
(a) applying the realisation scale published by the Board to the moneys received by the liquidator from the realisation of the assets of the Company (after deducting any sums paid to secured creditors in respect of their securities and any sums spent out of money received in carrying on the business of the Company); and
(b) adding to the sum arrived at under sub-paragraph (a) such sum as is arrived at by applying the distribution scale published by the Board to the value of assets distributed to creditors of the Company (including payments made in respect of preferential debts) and to contributories.
(10) Where a number of persons are appointed as administrators or joint liquidators, it is for them to agree between themselves as to how the remuneration payable should be apportioned and any dispute arising between them may be referred —
(a) to the Court, for settlement by order; or
(b) to the creditors' committee, a meeting of creditors or (in a members' voluntary winding-up) the Company in general meeting, for settlement by resolution.