314Meetings of creditors or shareholders

1. At any time in the course of the liquidation, the liquidator shall, at the request in writing of any creditor or shareholder or on the liquidator's own motion, call a meeting of creditors or shareholders—

2. to vote on a proposal that a liquidation committee be appointed to act with the liquidator; and
3. if it is so decided, to choose the members of the committee.

4. A liquidator may decline a request by a creditor or shareholder to call a meeting on the ground that—

5. the request is frivolous or vexatious; or
6. the request was not made in good faith; or
7. except where a creditor or shareholder agrees to meet the costs, the costs of calling a meeting would be out of all proportion to the value of the company's assets.

8. The decision of a liquidator to decline the request may be reviewed by the court on the application of any creditor or shareholder, as the case may be.

9. Subject to subsections (2) and (3), a liquidator who receives a request to call a meeting of creditors or of shareholders must forthwith call such a meeting in accordance with Schedule 1 or, if applicable, Schedule 5 as the case may be.

10. The members of a liquidation committee chosen by a meeting of creditors or of shareholders take office forthwith, but if there is a difference between the decisions of meetings of creditors and meetings of shareholders on—

11. the question of appointing a liquidation committee; or
12. the membership of a liquidation committee—
the liquidator must refer the matter to the court which may make such decision as it thinks fit.

13. The sole shareholder of a company may present to the liquidator a view on any matter which could have been decided at a meeting of shareholders under this section, and that view must, for all purposes, be treated as though it were a decision taken at a meeting of shareholders.

Notes

• Section 314(2)(c): replaced, on 1 July 1994, by section 37 of the Companies Act 1993 Amendment Act 1994 (1994 No 6).