Appointment
Companies Act
Appointment of liquidator by the court
575. For the purpose of conducting the proceedings in winding up a company, the court may appoint a liquidator or liquidators.
Effect of winding-up order
576. An order for winding up a company shall operate in favour of all the creditors and of all the contributories of the company, as if made on the joint petition of a creditor and of a contributory.
Power of company to appoint liquidators
583. The company in general meeting shall appoint one or more liquidators for the purpose of winding up the affairs and distributing the assets of the company.
Appointment of liquidator
588. (1) The creditors and the company at their respective meetings mentioned in section 587 may nominate a person to be liquidator for the purpose of winding up the company.
(2) Subject to subsection (4), if—
(a) the creditors and the company nominate different persons, the person nominated by the creditors shall be liquidator, and
(b) if no person is nominated by the creditors, the person, if any, nominated by the company shall be liquidator.
(3) Where a person nominated by the company to be liquidator takes office before the creditors make their nomination and a different person is nominated by the creditors, the first-mentioned person shall, by virtue of subsection (2)(a), vacate office on the second-mentioned person’s being nominated but—
(a) this is without prejudice to subsection (4); and
(b) for the period before the holding of the creditors’ meeting under section 587 , the first-mentioned person’s powers as liquidator are restricted as provided for in section 630 (2).
(4) Where different persons are nominated as liquidator, any director, member or creditor of the company may, within 14 days after the date on which the nomination was made by the creditors, apply to the court for the following order.
(5) That order is an order either—
(a) directing that the person nominated as liquidator by the company shall be liquidator instead of or jointly with the person nominated by the creditors, or
(b) appointing some other person to be liquidator instead of the person nominated by the creditors,
and the court, on the making of an application under subsection (4), may make such an order accordingly.
(6) If at a meeting of creditors mentioned in section 587 a resolution as to the creditors’ nominee as liquidator is proposed, it shall be deemed to be passed when a majority, in value only, of the creditors present personally or by proxy and voting on the resolution have voted in favour of the resolution.
Copy of order for winding up or appointment to be forwarded to Registrar
591. (1) On the making of a winding-up order—
(a) such officer of the court as may be prescribed or directed by the court shall forthwith cause the Registrar to be furnished with such particulars as may be prescribed of the order, and
(b) a copy of the order shall, save where the company is the petitioner, be served by the petitioner, or such other person as the court may direct, upon the company at its registered office (if any) or, if there is no registered office or notice has not been given to the Registrar of such office, at its principal or last known principal place of business or upon such other person or persons or in such other manner as the court may direct.
(2) In a winding up by the court, on the making of an order appointing a liquidator (other than a provisional liquidator), such officer of the court as may be prescribed shall forthwith cause the Registrar to be furnished with such particulars as may be prescribed of the order.
Notice by voluntary liquidator of his or her appointment
592. (1) In a voluntary winding up, the liquidator of the company shall, within 14 days after the date of his or her appointment, deliver to the Registrar a notice of his or her appointment.
(2) Subsection (1) does not apply in the case of an appointment to which section 636 or 637 (subsequent appointments of liquidator) applies; section 643 governs notifications and filings of subsequent such appointments.
(3) The Registrar shall forward a copy of that notice of appointment to the Director.
(4) If a liquidator of a company fails to comply with subsection (1), he or she shall be guilty of a category 4 offence.
Qualifications for appointment as liquidator or provisional liquidator — general
633. (1) Subject to sections 634 and 635 , a person shall not be qualified for appointment as a liquidator of a company unless he or she falls within a paragraph of the Table to this section.
(2) Nothing in this section shall prevent a person who—
(a) does not fall within paragraph 1, 2, 3 or 4 of the Table to this section, and
(b) has made an application to the Supervisory Authority under and in accordance with paragraph 5 of that Table (in subsection (3) referred to as a “relevant applicant”),
from acting as a liquidator pending the determination of that application.
(3) In addition to subsection (2), nothing in this section shall prevent a relevant applicant from continuing to act as a liquidator in a winding up in relation to which he or she was appointed liquidator before the commencement of this section notwithstanding that the Supervisory Authority has refused his or her application made under and in accordance with paragraph 5 of the Table to this section.
(4) In this section “liquidator” includes provisional liquidator.
Table
First category — member of a prescribed accountancy body.
1. The person is a member of a prescribed accountancy body, within the meaning of Part 15, being a person who—
(a) holds a current practising certificate issued by that body; and
(b) is not prohibited by virtue of rules of that body or a direction, ruling or decision of that body, or any disciplinary or professional practice committee of it, from acting as a liquidator.
Second category — practising solicitor.
2. The person is a solicitor, being a solicitor who—
(a) holds a current practising certificate issued by the Law Society of Ireland under the Solicitors Acts 1954 to 2002; and
(b) is not prohibited by virtue of regulations made by the Law Society of Ireland, or a decision or order made by the Solicitors Disciplinary Tribunal or the court, under those Acts from acting as a liquidator.
Third category — member of other professional body recognised by Supervisory Authority.
3. The person is a member of such professional body as the Supervisory Authority may from time to time recognise for the purposes of this section, being a person who—
(a) is authorised for the time being by that professional body to pursue the particular activities that that body aims to promote or foster or as respects the pursuit of which by its members that body has been established to represent; and
(b) is not prohibited by virtue of rules of that body or a direction, ruling or decision of that body, or any disciplinary or professional practice committee of it, from acting as a liquidator.
Fourth category — person qualified under the laws of another EEA state.
4. The person is entitled under the laws of an EEA state (not being the State) to act as a liquidator in insolvency proceedings and the qualifications held by, or the circumstances otherwise relating to the person, that entitle him or her so to act are ones that, by virtue of any Community act, entitle him or her to act as a liquidator in the State.
Fifth (and limited) category — person with practical experience knowledge of relevant law.
5. The person—
(a) having made application in that behalf to the Supervisory Authority in the prescribed form within 2 years after the commencement of this section; and
(b) paid the prescribed fee to the Supervisory Authority,
stands authorised for the time being by the Supervisory Authority (which authorisation the Supervisory Authority is, by virtue of this section, empowered to grant) to be so appointed, such authorisation having been granted on the grounds that each of the following is satisfied—
(i) the person has, prior to the commencement of this section, obtained adequate relevant experience of the winding up of companies and knowledge of the law applicable thereto by virtue of the person’s either—
(I) having been—
(A) employed in relevant work by a person who at the relevant time fell (or, if this section had been in operation at that time, who would have fallen) within paragraph 1, 2 or 3; or
(B) engaged on his or her own account in relevant work;
or
(II) having practised in an EEA state (not being the State) as a liquidator;
(ii) the person is, in the opinion of the Supervisory Authority, after consultation with the Director, a fit and proper person to act as a liquidator; and
(iii) the person does not fall within paragraph 1, 2, 3 or 4.
Supplemental provisions (including requirements for professional indemnity cover)
634. (1) Subject to the preceding section, subsection (3) and section 635 , a person shall not be qualified for appointment as a liquidator of a company unless there is in place in relation to the person an indemnity, in such amount and on such terms as may from time to time be prescribed by regulations made by the Supervisory Authority, against losses and claims arising in respect of civil liability incurred by the person in respect of any act or omission by—
(a) the person,
(b) any servant or agent of the person, or
(c) both of them,
in the conduct of the winding up of the company concerned.
(2) The reference in subsection (1) to an indemnity being in place in relation to a person is a reference to an indemnity being provided (against the losses and claims referred to in that subsection) by either of the following means:
(a) a policy of indemnity insurance being effected and maintained by the person with an insurance undertaking; or
(b) the person’s participating, in a manner legally enforceable by the person, in an indemnity fund of a mutual nature that is recognised by the Supervisory Authority for the time being for the purposes of this section.
(3) Subsection (1) does not apply to a person as respects any winding up in relation to which he or she has been appointed liquidator before the commencement of this section.
(4) A person shall not act as liquidator of a company at a time when he or she is not qualified under section 633 or this section for appointment to that office.
(5) If, while acting as liquidator of a company, a person ceases to be qualified under section 633 or this section for appointment to that office, the person shall thereupon vacate his or her office.
(6) On vacating such office by reason of those circumstances, the person shall give notice in writing that he or she has vacated such office (by reason of those circumstances)—
(a) within 2 days after the date of vacating office, to—
(i) the Registrar,
(ii) the Director, and
(iii) if the person had been authorised pursuant to paragraph 5 of the Table to section 633 to be appointed as a liquidator — the Supervisory Authority,
and
(b) within 14 days after the date of vacating office, to—
(i) in the case of a winding up by the court, the court and—
(I) if a committee of inspection has been appointed — the members of that committee, or
(II) if no committee of inspection has been appointed — the creditors of the company,
(ii) in the case of a creditors’ voluntary winding up—
(I) if a committee of inspection has been appointed — the members of that committee, or
(II) if no committee of inspection has been appointed — the creditors of the company,
or
(iii) in the case of a members’ voluntary winding up — the members of the company.
(7) A person who contravenes subsection (4) or (5) shall be guilty of a category 2 offence.
(8) A person who contravenes subsection (6) shall be guilty of a category 3 offence.
(9) As respects a person who has been authorised under paragraph 5 of the Table to section 633 to be appointed a liquidator—
(a) if the person becomes qualified for appointment as a liquidator of a company by reason of another provision of that Table, the person’s authorisation under that paragraph 5 shall thereupon cease to have effect,
(b) the Supervisory Authority may withdraw or suspend (for such period and on such terms as it thinks fit) the person’s authorisation under that paragraph 5 if it is satisfied that the person is no longer sufficiently capable of acting as a liquidator or is no longer a fit and proper person to act as a liquidator.
(10) The Supervisory Authority may, to meet the cost of conducting such inquiries as may be necessary to be conducted for the purposes of its exercising the powers under subsection (9)(b), levy, not more frequently than annually, such periodic charge as may be reasonable on any person acting as a liquidator, being a person who so acts by virtue of the person’s being authorised under paragraph 5 of the Table to section 633 .
(11) In this section—
“insurance undertaking” means the holder of an authorisation under the European Communities (Non-Life Insurance) Regulations 1976 ( S.I. No. 115 of 1976 );
“liquidator” includes a provisional liquidator.
Specific disqualification from appointment as liquidator or provisional liquidator
635. (1) None of the following persons shall be qualified to be appointed or act as liquidator of a company:
(a) a person who is, or who within the period of 24 months before the date of the commencement of the winding up has been, an officer or employee of the company;
(b) except with the leave of the court, a parent, spouse, civil partner, brother, sister or child of an officer of the company;
(c) a person who is a partner or in the employment of an officer or employee of the company;
(d) a person who is an undischarged bankrupt;
(e) a person who is not qualified by virtue of a preceding provision of this subsection for appointment as liquidator of any other body corporate which is that company’s subsidiary or holding company or a subsidiary of that company’s holding company, or would be so disqualified if the body corporate were a company.
(2) References in subsection (1) to—
(a) a child of an officer shall be deemed to include a child of the officer’s civil partner who is ordinarily resident with the officer and the civil partner,
(b) an officer or employee of the company include a statutory auditor of the company.
(3) An application for leave under subsection (1)(b) shall be supported by such evidence as the court may require.
(4) If, while acting as liquidator of a company, a person ceases to be qualified to so act by virtue of subsection (1), the person shall thereupon vacate his or her office.
(5) On vacating such office by reason of those circumstances, the person shall give notice in writing that he or she has vacated such office (by reason of those circumstances)—
(a) within 2 days after the date of vacating office, to—
(i) the Registrar,
(ii) the Director, and
(iii) if the person had been authorised pursuant to paragraph 5 of the Table to section 633 to be appointed as a liquidator — the Supervisory Authority,
and
(b) within 14 days after the date of vacating office, to—
(i) in the case of a winding up by the court, the court and—
(I) if a committee of inspection has been appointed — the members of that committee, or
(II) if no committee of inspection has been appointed — the creditors of the company,
(ii) in the case of a creditors’ voluntary winding up—
(I) if a committee of inspection has been appointed — the members of that committee, or
(II) if no committee of inspection has been appointed — the creditors of the company,
or
(iii) in the case of a members’ voluntary winding up — the members of the company.
(6) A person who—
(a) acts as a liquidator of a company when he or she is not qualified by virtue of subsection (1) to so act, or
(b) contravenes subsection (4),
shall be guilty of a category 2 offence.
(7) A person who contravenes subsection (5) shall be guilty of a category 3 offence.
(8) Subsections (1) to (7) shall not apply to a winding up commenced before 1 August 1991.
(9) In this section “liquidator” includes a provisional liquidator.
Appointment and removal in a members’ voluntary winding up
636. (1) In paragraphs (a) to (c) of subsection (2) “liquidator” shall be deemed to include the one or more liquidators appointed by the company in exercise of the powers under any such paragraph.
(2) Subsequent to the appointment of a liquidator of a company under section 583 in a members’ voluntary winding up, the company, in general meeting, may, at a meeting convened for that purpose—
(a) remove the liquidator,
(b) appoint a liquidator to replace or act with the existing liquidator, or
(c) appoint a liquidator to fill a vacancy in the office of liquidator.
(3) Notwithstanding anything in Part 4 , a general meeting of the company for the purpose of—
(a) subsection (2)(a) or (b), may be convened, on 10 days’ notice to the members of it, by—
(i) any member of it with the written authority of not less than one-tenth in number of the members, or
(ii) an existing liquidator,
or
(b) subsection (2)(c) may be convened, on 10 days’ notice to the members of it, by—
(i) any member of it with the foregoing written authority,
(ii) an existing liquidator, or
(iii) any contributory.
(4) The powers conferred on the company by subsection (2) shall be subject to any order the court may make with regard to the matter on application to it by any contributory or an existing liquidator.
(5) Section 218 (service of notices) shall apply to a notice of a meeting given by a member, liquidator or contributory under subsection (3) as it applies to a notice by a company or any of its officers to its members.
(6) The meeting shall be held in a manner provided by this Act or the company’s constitution or in such manner as may, on application by any contributory, member or any existing liquidator, be determined by the court.
Appointment and removal in a creditors’ voluntary winding up
637. (1) This section applies at any time subsequent to the appointment of a liquidator of a company under section 588 in a creditors’ voluntary winding up.
(2) In paragraphs (a) to (c) of subsection (4) “liquidator”—
(a) does not include a person whom the court has directed to be, or whom the court has appointed to be, liquidator of the company under section 588 (5),
(b) shall be deemed to include the one or more liquidators appointed by the creditors in exercise of the powers under any such paragraph.
(3) Where this section applies, the creditors may, at a meeting convened for that purpose, by resolution of a majority, in value only, of the creditors present personally or by proxy and voting on the resolution, exercise the following powers.
(4) Those powers of the creditors are to—
(a) remove the liquidator,
(b) appoint a liquidator to replace or act with the existing liquidator, or
(c) appoint a liquidator to fill a vacancy in the office of liquidator.
(5) A meeting of the creditors of the company for the purpose of subsection (3) may be convened, on 10 days’ notice to the creditors, by—
(a) any creditor of it with the written authority of not less than one-tenth in value of the creditors, or
(b) an existing liquidator.
(6) The powers conferred on the creditors by subsection (3) shall be subject to any order the court may make with regard to the matter on application to it by any creditor or an existing liquidator.
Appointment and removal by the court
638. (1) In any winding up, the court may, on the application by a member, creditor, liquidator or the Director or on its own motion—
(a) appoint a liquidator if from any cause whatever there is no liquidator acting, or
(b) on cause shown, remove a liquidator and appoint another liquidator.
(2) Where the court makes an order under subsection (1), it may give such consequential directions, including directions as to the delivery and transfer of the seal, books, records and any property of the company, as it thinks fit.
Consent to act
639. (1) The appointment of a liquidator (other than a provisional liquidator) shall be of no effect unless the person nominated has, prior to his or her appointment, signified his or her written consent to the appointment.
(2) A provisional liquidator shall not be appointed unless the court is satisfied that the person nominated for such appointment has, prior to his or her appointment, signified his or her consent to the appointment.
Position when there is more than one liquidator
640. (1) If more than one liquidator is appointed, the court or meeting appointing those liquidators, shall declare or resolve whether any thing by this Act required or authorised to be done by the liquidators is to be done by all or any one or more of the persons appointed.
(2) In default of such declaration or resolution, those things may be performed by any number of the liquidators but, in any case, by not less than 2 of them.
Resignation of liquidator
641. (1) In any winding up, a liquidator may resign from office.
(2) Where a liquidator resigns, he or she shall give notice in writing of that fact, within 2 days after the date of resigning, to the Registrar and the Director and, within 14 days after the date of resigning—
(a) in the case of a winding up by the court, to the court and—
(i) if a committee of inspection has been appointed — to the members of that committee, or
(ii) if no committee of inspection has been appointed — to the creditors of the company,
(b) in the case of a creditors’ voluntary winding up—
(i) if a committee of inspection has been appointed — to the members of that committee, or
(ii) if no committee of inspection has been appointed — to the creditors of the company,
or
(c) in the case of a members’ voluntary winding up — to the members of the company.
(3) If a liquidator fails, without reasonable excuse, to comply with subsection (2) he or she shall be guilty of a category 3 offence.
Prohibition on rewards for appointment
642. Any person who gives or agrees or offers to give to any member or creditor of a company any valuable consideration with a view to—
(a) securing his or her own appointment or nomination as the company’s liquidator, or
(b) securing or preventing the appointment or nomination of some person other than himself or herself as the company’s liquidator,
shall be guilty of a category 2 offence.
Notifications and filings of appointments and removals
643. (1) The chairperson of any meeting at which a liquidator is appointed or removed shall, following the meeting, forthwith deliver to the liquidator notice in writing of the liquidator’s appointment or removal, unless the liquidator or his or her duly authorised representative is present at the meeting where the resolution concerned was passed.
(2) In default of election of a chairperson by the meeting referred to in subsection (1), the person who shall be chairperson of that meeting shall be the person who was the signatory or the first signatory, as the case may be, on the notice by which the meeting was called.
(3) The chairperson of a meeting referred to in subsection (1) at which a liquidator is removed shall, following the meeting, forthwith deliver to the Registrar notice of the removal in the prescribed form.
(4) Subsections (5) to (9) have effect in respect of—
(a) an appointment of a liquidator in a winding up other than the initial appointment of a liquidator in a winding up, and
(b) a removal of a liquidator that the court orders in any winding up.
(5) The liquidator, following receipt of notice of his or her appointment (other than an appointment made by the court), shall forthwith deliver to the Registrar notice of his or her appointment in the prescribed form.
(6) The Registrar shall forward a copy of such notice to the Director.
(7) Where an order is made appointing or removing a liquidator—
(a) the applicant for the order, or
(b) in a case where the order is made by the court of its own motion, such officer of the court as may be prescribed,
shall, following the making of the order, forthwith deliver or cause to be delivered to the liquidator notice in writing of the liquidator’s appointment or removal, unless the liquidator or his or her duly authorised representative is present in court when the order is made.
(8) Where an order is made appointing or removing a liquidator, such officer of the court as may be prescribed shall, following the making of the order, forthwith cause the Registrar to be furnished with such particulars of the order as may be prescribed.
(9) The Registrar shall forward a copy of such particulars to the Director.
(10) Subject to subsection (11), a person who fails to comply with a provision of this section shall be guilty of a category 3 offence.
(11) Subsection (10) shall not apply to the Registrar or any officer of the court prescribed for the purposes of subsection (7) or (8).
Custody of books and property upon vacation of office
644. (1) This section applies where a person vacates the position of liquidator of a company (the “former liquidator”) whether such vacation is by reason of his or her having—
(a) ceased to be qualified to act as a liquidator of the company,
(b) been removed as liquidator, or
(c) resigned as liquidator.
(2) Where this section applies and no person remains appointed to act as liquidator of the company, the former liquidator shall retain custody of—
(a) the seal, books, records, and any property of the company in his or her possession or control, and
(b) the books and records kept by him or her as liquidator,
(which seal, property, documents or other things are referred to in this section as the “relevant items”) until—
(i) a new liquidator is appointed to the company — whereupon the former liquidator shall deliver custody of the relevant items to the new liquidator, or
(ii) directed by the court, upon the application of the former liquidator, the Director of Corporate Enforcement or a member or creditor of the company, to effect delivery or disposal of the relevant items as the court thinks fit.
(3) The delivery of any of the relevant items pursuant to subsection (2) shall not prejudice any lien which a liquidator may have over it.
(4) A person who fails to comply with this section without lawful excuse shall be guilty of a category 3 offence.
The text in italics on this page is sourced from the Irish Statute Book and is re-published under the Licence for Re-Use of Public Sector Information made pursuant to Directive 2003/98/EC Directive 2013/37/EU of the European Parliament and of the Council on the re-use of public sector information transposed into Irish law by the European Communities (Re-Use of Public Sector Information) Regulations 2005 to 2015.