British Virgin Islands: Harneys Corporate Recovery Services Guides to The Insolvency Act 2003 - Part 1

For insolvent companies a one–track liquidation system has been introduced with two entry points: first, the passing of the requisite resolution by shareholders and secondly, by applying to the Court for the appointment of a liquidator by inter alios, the company itself and creditors. The Act refers only to the "appointment of a liquidator" rather than the more familiar language of the making of a "winding up order". This is for historical reasons. In the absence of an Official Receiver as a liquidator of last resort, an anomalous situation arose in the BVI where companies could be placed into liquidation without any liquidator being appointed. To preclude this undesirable practice, the appointment of a liquidator is now a condition for the commencement of liquidation proceedings in the jurisdiction.

As hinted above, another major change is the creation of a liquidator of last resort with the introduction of the office of the Official Receiver.

Members of an insolvent BVI company have the right to appoint an eligible insolvency practitioner (but not the Official Receiver) as Liquidator of a company, by passing a socalled qualifying resolution (one passed by a majority of 75% of the members (or such

higher majority as may be required by the Memorandum and Articles) ¹. The insolvency practitioner must have consented in writing to act as Liquidator prior to the passing of the resolution.² Such appointment will not be valid however, if at the time the resolution was passed there is an application pending before the Court or a liquidator had already been appointed by the Court³.

This section cannot be invoked by members of a foreign company (i.e. a company that is not incorporated in the BVI⁴), who may only liquidate such entity in the BVI by applying for the appointment of a liquidator by the Court.⁵ A liquidation initiated by shareholders in this manner is deemed to commence at the time the liquidator is appointed (i.e. when the qualifying resolution is passed).⁶

There are a number of advantages in a liquidator being appointed by the Court rather than by the members. A members’ appointed liquidator is obliged to call a creditors meeting within 14 days of his appointment, at which the creditors are entitled to replace him with their own appointee. This is a statutory safeguard against the practice of Centrebinding⁷. Prior to the holding of such meeting the members’ liquidator’s powers are limited only to the collecting in and preservation of assets, including the disposal of perishable goods or such other assets whose value is likely to diminish if not immediately sold⁸. To exercise any further powers the liquidator must seek the sanction of the Court⁹.

In contrast, a liquidator appointed by the Court immediately enjoys the comprehensive array of powers set out in Schedule 2 to the Act¹⁰ as well as such other powers as the Court may sanction. A Court appointed Liquidator is not required to call a creditors’ meeting (if he considers a meeting unnecessary ) unless 10 % in value of creditors give written notice insisting on such meeting¹¹. Further, creditors can only replace a liquidator appointed by the Court by making an application to the Court pursuant to section 187 of the Act. A Court appointee cannot be ejected from office in the creditors’ meeting in the same way a members’ liquidator is vulnerable to being removed¹².

An application for the appointment of a liquidator by the Court can be made by one or more of the following:

(a) the company or its board of direction:

The company or its board of directors¹³ may apply for liquidation of the company, and in this respect section 162(2) of the Act is similar to section 124(1) of the UK Insolvency Act 1986 which allows a petition to be brought by a board of directors acting unanimously. The application by the company would be pursuant to a resolution of the members to make such an application. The reason for allowing the board of directors to apply for liquidation is to overcome the problem that unless the Company’s Articles of Association specifically confer on the board of directors the power to apply for the appointment of the liquidator, the board will have no power to do so without a resolution of the company’s members. See: Re Emmadart Ltd [1979] 1 All ER 599, followed by the Grand Court of the Cayman Islands in the case of Banco Economico – v- Allied Leasing 1998 CILR,102. It is our view that these would be persuasive authorities to the Court. It is doubted that the Australian line of cases, which are 5 authority for the proposition that the general powers of managing a company necessarily include the power of directors to present a petition for the liquidation of the Company, would have been followed by the Court here in the BVI¹⁴. In any event, the issue has been avoided by specifically enacting that the company’s board can apply for liquidation.

The Insolvency Act defines a creditor as a person with a "claim against the debtor, whether by assignment or otherwise, that is or would be an admissible claim…in the liquidation of the debtor…¹⁵" It is obvious from this that the applicant creditor’s claim must exist against the company at the date the application for liquidation is made, but need not be immediately enforceable; i.e. if it is a claim which will be enforceable at some point in the future or upon the fulfilment of some contingency¹⁶.

Similarly, a claim where the liability had already been incurred before the date of the application for liquidation, but the quantum of such liability had not yet been determined, would also suffice. For example, a judgment creditor of the Company may apply for the appointment of a liquidator in reliance on a Court order for the payment by it of costs awarded to the creditor in proceedings, even though the costs have not yet been taxed¹⁷. This is in accordance with the definition in section 10 of "liability" (which includes a "debt"), and in particular section 10(2), which provides that a liability may be "…present or future, certain or contingent, fixed or liquidated, sounding only in damages or capable of being ascertained by fixed rules or as a matter of opinion."

A liquidator will not be appointed unless the creditor is owed more than the prescribed minimum ¹⁸ required for a statutory demand which remains outstanding for a period of 3 weeks (and which has not been disputed by the company or set aside by the Court pursuant to section 156 of the Act), or is a judgment creditor whose debt is unsatisfied. Alternatively, a liquidator can be appointed if the creditor establishes to the satisfaction of the Court that the value of the company’s liabilities exceeds it assets, or the company is unable to pay its debts as they fall due.¹⁹

Ordinarily, this would mean a person who is a member within the meaning of the Companies Act (Cap. 285) and the International Business Companies Act (Cap. 291), and would not normally include a person who, although beneficially interested in the shares of a company, is not on the register of members or not the holder of shares. However, the Insolvency Act widens the class of person who are "members" to include a person to whom shares have been transferred or transmitted by law, even though that person is not a member of the company within the meaning of the Companies Act²⁰. Personal representatives and trustees in bankruptcy would be considered "members" and could therefore apply for liquidation.

At common law a member faces a restriction on his ability to apply for winding-up in that unless he can show that he has a financial interest in the outcome of the liquidation, the Court will dismiss his application. So a fully paid up shareholder of a company that was wholly insolvent could not seek its winding-up because there could be no distribution to him²¹.

However, the Insolvency Act appears to reverse that position in section 167(2)(c) which provides that the Court shall not refuse to appoint a liquidator merely because no assets would be available for distribution among members.

If a member applies for liquidation on the grounds of insolvency he must first obtain the leave of the Court, which will not be granted unless the Court is satisfied that prima facie the company is insolvent²².

This is a new provision and, subject to what the Insolvency Rules may provide, in our view is intended to mean the Supervisor in his own name rather than in the name of the company acting by the Supervisor.

The FSC, and the Attorney General, are the only persons authorised to apply for liquidation on the grounds of public interest, but in the case of the FSC only if the company or foreign company²³ is a "regulated person" i.e. the holder of a prescribed financial services licence²⁴. The Act now closes a gap in the existing legislation that was recently identified by case law²⁵ namely that although the BVI’s Financial Services Commission Act of 2001 empowered the Court to make an order for winding up against a regulated company in certain circumstances, the FSC was not in fact given standing by either that legislation or the Companies Act to apply for liquidation.

(f) The Attorney General²⁶

The Attorney General can apply for the appointment of a liquidator of any company (including a foreign company)²⁷ on the grounds that it is in the public interest to do so, as well as on the grounds of insolvency and that it is just and equitable. The test of public interest is discussed below.

(g) an Administrator of the Company ²⁸

Strictly speaking, an Administrator is not a person who can apply for the appointment of a liquidator. However, where the Court discharges an Administration Order on the application of an Administrator, the Court can appoint a liquidator if it is satisfied that the company is insolvent. Indeed, the Court could even dissolve the company if it concluded that no useful purpose would be served by appointing a liquidator.

A welcome feature of the Insolvency Act is the simplification and reduction of the grounds on which a liquidator may be appointed to just 3 i.e. insolvency of the company; just and equitable; and public interest. The overwhelming majority of all previous liquidations of BVI companies have been on the former two grounds, while the third is a new and important addition to the executive’s armoury in carrying out its regulatory and law enforcement duties.

If any of those grounds are established, the Court retains a discretion to appoint a liquidator and that discretion is subject to various statutory provisions. For example, under section 167(2) the Court cannot refuse to make an appointment merely because all the assets of the company are subject to a security interest or indeed that the company has no assets. Further, the Court must dismiss an application if the company is already in liquidation, the liquidator having been appointed by members²⁹. Some of the restrictions that are specific to the particular grounds are discussed below.

A company is insolvent if any one of 4 very familiar matters is established³⁰:

• the company fails to comply with a statutory demand that has not been set aside;

• execution or other process issued on a judgment, decree or order of a BVI Court is returned wholly or partly unsatisfied;

• the company is balance sheet insolvent i.e. its liabilities exceed its assets; or

• the company is unable to pay its debts as they fall due.

The statutory demand must be in writing in the prescribed form for a debt above the prescribed minimum (which will be dealt with in the Rules), and must require the company to pay the debt or secure or compound it to the creditors’ satisfaction within 21 days of service. The demand must be in respect of a debt that is due and payable at the time of the demand³¹ so that a contingent debt is outside its scope if the contingency has not occurred at the time of the demand³². If the demand is not set aside, there is a presumption that the company is insolvent.

An application to set aside must be made within 14 days of the service of the demand³³, and the grounds for setting it aside are set out in section 157 e.g. that there is a substantial dispute as to whether the debt is owing; or the company has a cross-claim that equals or exceeds the debt in the demand; or that the creditor holds security equal to or exceeding the debt.

The liabilities of the company must exceed its assets, and liabilities for this purpose is given a wide definition in section 10 going beyond debts: it will include liability under an enactment, in contract, tort or bailment, liability for breach of trust, and liability to make restitution³⁴. Further, the liabilities can be present, future or contingent, liquidated or unascertained³⁵.

A company is insolvent on the cash-flow basis if it cannot pay its debts as they fall due. The provision is confined to debts rather than liabilities, although a debt that is due but for an unascertained sum (e.g. an order for costs that has not been taxed) would suffice³⁶. As regards future or contingent debts, although these would establish the standing of a creditor to apply for liquidation, the Court may be unable to infer insolvency on the basis of such a debt which by definition would not be due at the time of the application, and therefore additional evidence would need to show that the company was insolvent.

The well known case of Cornhill Insurance plc v Improvement Services Ltd [1986] 1 WLR 114 demonstrates that failure to pay a debt that is due and which is not disputed is sufficient evidence of insolvency, even if there is other evidence showing that the company has a substantial surplus of assets over liabilities.

This phrase has been given wide and flexible judicial interpretation in other common law jurisdictions and is not confined to particular instances, but includes such situations as the failure of a company’s objects³⁷; disappearance of the justification for the company’s continued existence³8; fraud or mala fides in the formation or running of the company³⁹; refusal by the majority shareholder to pay dividends or produce accounts⁴0; deadlock in the management of the company⁴¹; breakdown in trust and confidence between the members in a "quasi-partnership" company⁴²; and where the legitimate expectations of members in a small quasi-partnership company have been defeated even if there are no legal wrongs⁴³.

Where a member of a company relies on this ground, he can only do so in respect of his interest in the company qua member and not his interest in some other capacity e.g. as a freeholder of land occupied by the company⁴⁴.

The Insolvency Act also provides in section 167(3) that if a member has another remedy available to him and he is acting unreasonably in pursing a liquidation instead of that other remedy, the Court may refuse to appoint a liquidator. This provision mirrors the equivalent in section 125(2) of the UK Insolvency Act 1986. In England, a member will almost invariably have an alternative remedy under section 459 of the Companies Act 1985 on the grounds of "unfair prejudice" – particularly if the company is solvent and trading – and winding-up on just and equitable grounds is commonly refused by the English Court.

Further, there may be situations where the Court may conclude that on the particular facts the member had an alternative remedy. In the UK this was successfully relied upon to refuse a winding-up order where a member had agreed to sell his shares to a majority shareholder at an independent valuation but then reneged on the deal and instead brought winding up proceedings⁴⁵.

Any developed and sophisticated financial centre needs effective powers to stop businesses or business practices that are prejudicial to the public at large. The ability to put a company into liquidation on the grounds of public interest is one such mechanism that is necessary for the executive in carrying out their regulatory and law enforcement functions, and is now a feature of the Insolvency Act. Only the Attorney General and the Financial Services Commission can apply on this ground, which finds its genesis in section 124A of the UK Insolvency Act 1986. Whilst there is a difference in the wording between the UK provision and the BVI equivalent, it is not thought that this difference is significant because both are firmly based on the need to protect the "public interest".

"Public interest" is not defined in the Act, but it is likely that the BVI Court will regard English case law as persuasive which has given the phrase a broad interpretation to cover a myriad of situations. Thus, for example, winding-up orders have been made to protect the public at large⁴⁶ or to protect members⁴⁷, investors or creditors against companies that operated pyramid schemes (even where the companies have not acted unlawfully⁴⁸), or carried on unauthorised investment businesses or illegal lotteries. Winding-up orders have also been made to express the Court’s disapproval of misconduct by a company (even if the company has stopped trading and the public is no longer at risk from its activities)⁴⁹.

The "public interest" must be the public interest of the BVI rather than that of another jurisdiction, and it could include the BVI’s wider interests such as maintaining its integrity as a reputable off-shore financial centre by not allowing murky or suspicious businesses to operate from here. Thus, for example, the Court could appoint a liquidator over an IBC on the public interest ground if, say, it was conducting authorised investment business but in a fraudulent way targeted solely at investors wholly outside the BVI: although the public in the BVI may not be at risk from such a business, it prejudices the integrity and reputation of the BVI which would be contrary to the Island’s wider public interest.

Another welcome feature of the Act is that the BVI Court now has jurisdiction to appoint liquidators over a foreign company i.e. a company formed outside the BVI. However, this jurisdiction can only be exercised if the company has a "connection" with the BVI.

The English Court can wind up a foreign company if it is established that there is a "sufficient connection" with England, an expression that is not found in the UK insolvency legislation but is the product of numerous decisions. Sufficient connection has been flexibly interpreted and can be shown by the presence of assets in the jurisdiction⁵⁰ (although this is not necessary⁵¹), the presence of a place of business, or other factors such as the fact that a claim may be brought by the company against an insurer in the jurisdiction⁵², or that the debt on which the winding-up is sought was incurred in the jurisdiction⁵³. The Court must also be satisfied that there is a reasonable possibility that the winding-up will benefit those applying for it, and the Court must be able to exercise jurisdiction over one or more person interested in the distribution of the company’s assets⁵⁴.

By contrast, the BVI Insolvency Act defines "connection" to mean any one of the following situations:

• the company has or appears to have assets in the BVI;

• it is carrying on, or has carried on business in the BVI; or

• there is a reasonable prospect that the appointment of a liquidator will benefit the company’s creditors.

The grounds on which a liquidator can be appointed over a foreign company are different from those for BVI companies: besides insolvency, just and equitable, and public interest, they also include the following: that the company has dissolved or ceased to exist where it was last registered, that it has ceased to carry on business, or that it is carrying on business only to wind up its affairs.

As with BVI companies, only the Attorney General and the Financial Services Commission can apply on the grounds of public interest⁵⁵, and the FSC can apply on that ground only if the foreign company was a "regulated person" i.e. it held a prescribed financial services licence⁵⁶.

The power to appoint a Provisional Liquidator has been substantially changed from previous legislation. Under section 170(4), the Court will only appoint a Provisional Liquidator if the company consents, or it is necessary for maintaining the value of assets owned or managed by the company, or in the public interest. His powers are more restricted than those of a liquidator in that they can only be exercised to maintain the value of assets or to carry out the functions for which he was appointed⁵⁷.

In addition to the person who applies for a liquidator, others can also apply for Provisional Liquidator such as the company, a member (but only with the leave of the Court), a creditor and the Financial Services Commission⁵8.

The appointment of a Provisional Liquidator is only one of the powers that the Court has to deal with matters in the period between filing and hearing of an application for a liquidator. A further power is to stay any action or proceedings pending against the company⁵⁹.

The Court also has very wide powers to make any interim order when it hears an application for appointment of a liquidator⁶⁰.

The purpose of liquidation is for the liquidator to realise the assets of the company and declare a dividend for creditors (and, in the unlikely event that there is a surplus, to return that to the members)⁶¹.

Once a liquidator is appointed, he has custody and control of the company’s assets⁶², which become subject to a statutory trust to apply them in accordance with the Act for the benefit of the general body of creditors⁶³. Overseas assets would also be included in such a trust which will have implications in cross-border insolvency situations (these are explored in the guide on Cross-Border Insolvency).

Although the directors remain in office, they cease to have any powers, functions or duties other than those required by the Act⁶⁴. Proceedings cannot be commenced or continued against the company without the leave of the Court⁶⁵, and no alterations can be made to the status or liabilities of members⁶⁶, nor can members exercise any powers under the Memorandum and Articles of Association⁶⁷, nor can these be altered⁶⁸.

Liquidation also has substantive effect on contractual and property rights. For example, the liquidator can disclaim "onerous property" i.e. unprofitable contracts or unsaleable assets or assets that give rise to liability, which the company could not otherwise do⁶⁹. Certain transactions, referred to as voidable transactions in the Act, can be set aside by the Court on an application by the liquidator, such as unfair preferences, undervalue transactions, voidable floating charges, and extortionate credit transactions⁷⁰.

However, secured creditor’s rights in respect of the company’s assets are not affected⁷¹ (save to the extent that they are vulnerable as voidable transactions). There is no stay on their right to possession or enforcement of their security, and they do not need any order of the Court to enforce such rights.

The Insolvency Act contains detailed provisions dealing with the three most important concerns for any creditor in a liquidation: the ability to enforce his security if he is a secured creditor; the ability to prove for his debt; and the ability to exercise some influence over the liquidator and his conduct of the liquidation. As noted above, secured creditors’ rights to enforce their security over the company’s property are not generally affected by liquidation.

In the Act, the familiar expression "proof of debt" is replaced with "claim". A creditor has a right to make a claim by submitting a claim in writing signed by him or on his behalf. The liquidator can require the creditor to provide further particulars of the claim, or verify it by affidavit, or provide documentary or other evidence substantiating it. The liquidator must then either admit or reject the claim in whole or in part, and if he rejects it he must provide the creditor with a notice specifying the reasons for rejecting the

claim. A claim can be amended anytime before it is admitted or, if admitted, it can be amended with the consent of the liquidator.⁷2.

The liquidator is appointed principally for the benefit of creditors and one of his first duties is to call a meeting of creditors where they can appoint a creditors’ committee and even replace him⁷³. However, he need not call the meeting if he considers it unnecessary, but in that event he must notify the creditors, and if 10% in value of the creditors give notice within 10 days then he must nevertheless call a meeting.

The Act provides remedies for creditors who are dissatisfied with the liquidator or the conduct of the liquidation. For example, they, or the creditors’ committee, can apply to the Court to remove the liquidator⁷⁴. Where a liquidator applies to Court for directions, he will almost invariably have to join any affected creditors as parties who can make representation to the Court.

Liquidation terminates when the liquidator, after completing his duties, prepares his final report together with a statement of realisations and distributions that is sent to creditors and members and filed with the Registrar⁷⁵. These obligations can be modified by the Court which can exempt the liquidator from sending the documents to creditors and members.

Liquidation can also be terminated earlier by the Court, on an application by the liquidator, a creditor, director or member, or the Official Receiver, if the Court considers it is just and equitable to do so⁷⁶.

The final step after liquidation is the dissolution of the company, which will be dealt with by the Rules⁷⁷.

A new and welcome feature of the Insolvency Act is the regulation of insolvency practitioners under Part XX of the Act which will introduce a stringent licensing requirement for individuals before they can act as insolvency practitioners in the BVI. The aim, as in the UK under its Insolvency Act 1986, is to ensure that the affairs of an insolvent company (or an individual) are conducted by experienced professionals and to guard against persons with little or no experience.

Under current BVI law, there are no formal requirements for a person to act as a liquidator of a company and under section 126 of the Companies Act the Court may appoint such person as it thinks fit. In practice, this is met by providing affidavit evidence to the Court as to an individual’s qualification and eligibility, and the Court has to satisfy itself on a case by case basis as to the fitness of an individual to act.

The new regime largely removes the need for this case by case assessment by the Court, and replaces it with a system of licensing insolvency practitioners by the Financial Services Commission (FSC). Without such a licence, a person cannot act as an insolvency practitioner. Such licences will, however, only be granted to individuals resident in the BVI. Overseas insolvency practitioners can only act in conjunction with a licensed, BVI resident, insolvency practitioner, in circumstances set out below.

 The Act provides the framework for regulation but the actual detailed requirements for such matters as eligibility, qualification, experience, minimum security, record keeping and fees, will be in the Insolvency Practitioners Regulations made by the Executive Council, and in a Code of Practice to be issued by the FSC.

The Act provides that a person shall not act as an "insolvency practitioner" unless he holds a licence issued by the FSC⁷⁸ otherwise he commits an offence⁷⁹. A person is defined as acting as an insolvency practitioner if he acts in any of the following capacities⁸⁰:

• the Administrator or Administrative Receiver of a company

• the Liquidator or Provisional Liquidator of a company or a foreign company;

• the Interim Supervisor under a proposal for an arrangement, or the Supervisor of an arrangement for a Creditors’ Arrangement; or

• the bankruptcy trustee of an individual.

Only individuals can be licensed to act as insolvency practitioners, a company cannot. In order to obtain such a licence, an individual must be resident in the BVI and must apply to the FSC in a prescribed form together with prescribed documents⁸¹. The FSC may issue a license to such an individual if he is fit and proper and qualified to act as an insolvency practitioner, he is not bankrupt or disqualified under Part X of the Act⁸², and it is not against the public interest to issue the licence⁸³.

At the time of preparing this Guide, the FSC is considering the following qualification requirements:

• For professional accountants and lawyers: 400 hours of relevant experience over the previous 3 years;

• For insolvency specialists – 2,500 hours over the previous 3 years;

• Other professionals will be considered on a case by case basis;

• All applicants must have Professional Indemnity Insurance of US$ 1 million for each claim and in the aggregate

These requirements may change and we would urge readers of this Guide to contact us for an update on the FSC’s position.

Certain individuals are disqualified from acting as insolvency practitioners of a company or foreign company, namely, an individual who at any time in the previous 3 years has been the auditor of that company, or an employee of such an auditor, or a director of that company⁸⁴.

Overseas insolvency practitioners can only act as insolvency practitioners in the BVI jointly with a licensee (i.e. a BVI resident and licensed insolvency practitioner) or the Official Receiver⁸⁵: they cannot act by themselves, and if they do, they commit an offence. In order for them to act jointly with a licensee or the Official Receiver, certain conditions have to be met⁸⁶. The person appointing him, whether it is the Court or a person e.g. a security holder, must be satisfied that:

• the overseas insolvency practitioner has sufficient qualifications and experience to act in the insolvency proceedings in which his appointment is sought;

• he has given written consent to act in the prescribed form;

• he is not bankrupt, or disqualified under Part X of the Act;

• he is not disqualified from acting in relation to a company by reason of being its auditor, or employee of its auditor, or director, at any time in the previous 3 years; and

• there is the prescribed security for the proper performance of his functions.

Further, prior written notice of the appointment must be given to the FSC, which has an opportunity to object to the appointment⁸⁷. If the appointment is to be made by the

Court, the FSC can appear at the hearing of the appointment application to object⁸⁸, and if the appointment is to be made out of Court, the FSC may give the appointor notice that it intends to apply to the Court for an order that the overseas insolvency practitioner should not be appointed⁸⁹. In the latter situation, a person cannot make the appointment unless either the Court approves the appointment on the hearing of the FSC’s application to object, or the FSC approves the appointment⁹⁰.

Where a licensed insolvency practitioner, for any reason, ceases to act, leaving his joint overseas insolvency practitioner as the only insolvency practitioner appointed, then the Act places an obligation on the overseas insolvency practitioner to give notice of that fact. The notice must be given to whoever appointed him, whether it be the Court or a person, and to the Official Receiver, within 3 days after becoming aware of the fact⁹¹.

Hand in hand with the FSC’s function of issuing licences, it will also regulate them and to this end the Act gives the FSC wide powers, including the power to issue a Code of Practice dealing with eligibility criteria⁹² (including criteria for determining whether an individual is resident in the BVI), the procedures to be followed by a licensee when acting as an insolvency practitioner and conduct to be expect of him when so acting⁹³.

The FSC can impose terms and conditions on the licence⁹⁴; it can revoke or suspend a licence ⁹⁵e.g. if the licensee has breached any condition of the licence, or provided the FSC with false, inaccurate or misleading information, or committed an offence under the Act. Further, the FSC must suspend or revoke a licence if it is of the opinion that the licensee is no longer a fit and proper person to hold a licence, or he is disqualified from holding one⁹⁶. The FSC can also require an insolvency practitioner to produce for inspection any records, accounts or reports he prepared for the insolvency proceedings in respect of which he was appointed⁹⁷.

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Footnotes