We have reviewed and updated this guide as part of our annual review process.
A company voluntary arrangement (www.practicallaw.com/9-107-5957) (CVA) is a procedure that allows a company:
To settle debts by paying only a proportion of the amount that it owes to creditors.
To come to an arrangement with its creditors over the payment of its debts.
For more on the purpose of a CVA, see Practice note, Company voluntary arrangements (CVAs): Purpose of a CVA (www.practicallaw.com/6-107-3974).
A CVA comes into force from the date that the company's creditors approve a CVA proposal made in respect of the company. It is common for the CVA documentation to specify a date from which its provisions apply. For a guide to the procedure of implementing a CVA, see Practice note, Company voluntary arrangements (CVAs): Procedure on a CVA (www.practicallaw.com/6-107-3974).
The approval of a CVA (or any modification to the CVA proposal) by a creditors' meeting requires a majority of over 75% (by value) of the creditors attending the meeting (in person or by proxy) to vote in favour of it. There is also a condition that at least 50% (by value) of the creditors that vote in favour of the CVA are unconnected with the company. For more on the process by which creditors approve a CVA, see Practice note, Company voluntary arrangements (CVAs): Approval of CVA (www.practicallaw.com/6-107-3974)).
Once approved, the CVA binds all the unsecured creditors of a company entitled to notice of the CVA proposal. This means that a CVA binds:
Creditors that voted against the CVA.
Creditors that attended the creditors' meeting called to consider the CVA proposal, but who did not vote.
Creditors that did not attend the creditor's meeting called to consider the CVA proposal.
Creditors that did not receive notice of the creditor's meeting called to consider the CVA proposal, despite being entitled to be notified of the meeting.
Once bound by a CVA, a creditor is prevented from taking steps against the company that the terms of the CVA prohibit. Typically these will be drafted to prevent the creditor from recovering any debt that falls within the scope of the CVA other than through an agreed mechanism set out in the CVA, or to enforce rights against the company that arise from the company's failure to pay the debt in question in full. For more information on how creditors are bound to the CVA, see Practice note, Company voluntary arrangements (CVAs): Proposals bind creditors (www.practicallaw.com/6-107-3974).
Where a CVA proposal is made in respect of a small company, the company can obtain a temporary, optional moratorium, similar in scope to that which applies to a company in administration (www.practicallaw.com/9-107-6363). For more details on a company's eligibility for the optional moratorium, see Practice note, Company voluntary arrangements: Eligible companies (www.practicallaw.com/6-107-3974). For a guide to the effect of the moratorium that applies to a company in administration, see Practice note, Administration: Statutory moratorium on creditor action (www.practicallaw.com/3-107-3975).
A creditor who was entitled to notice of the CVA proposals, and feels unfairly prejudiced by the CVA, can apply to court for an order revoking the CVA, or convening more meetings to consider a revised CVA. A CVA can also be challenged on the grounds that there was a material irregularity in the conduct of the meetings called to consider the CVA proposal. For more on challenging a CVA, see Practice note, Company voluntary arrangements (CVAs): Challenges to CVAs (www.practicallaw.com/6-107-3974).
The terms of the CVA will deal with this in most cases. Often, the CVA will provide that, on the debtor company's default:
The supervisor may petition for the company's liquidation.
The creditors of the debtor company cease to be bound by the CVA, allowing them to pursue the debtor company for the balance of the debt due.
The supervisor must distribute any assets that he holds in partial satisfaction of the company's debts.