Court Initiation
Companies Act
Application of Chapter
568. Save to the extent that the provision expressly provides otherwise, each provision of this Chapter applies only to a winding up that is ordered by the court.
Circumstances in which company may be wound up by the court
569. (1) A company may be wound up by the court—
(a) if the company has by special resolution resolved that the company be wound up by the court,
(b) if the company does not commence its business within a year after the date of its incorporation or suspends its business for a continuous period of 12 months,
(c) if the members of the company are all deceased or no longer exist,
(d) if the company is unable to pay its debts,
(e) if the court is of the opinion that it is just and equitable that the company should be wound up,
(f) if the court is satisfied that the company’s affairs are being conducted, or the powers of the directors are being exercised, in a manner oppressive to any member or in disregard of his or her interests as a member and that, despite the existence of an alternative remedy, winding up would be justified in the general circumstances of the case but this paragraph is subject to subsection (2),
(g) if the court is satisfied, on a petition of the Director, that it is in the public interest that the company should be wound up, or
(h) in the circumstances referred to in section 535 (2) or 542 (5).
(2) The court may dismiss a petition to wind up a company under subsection (1)(f) if it is of the opinion that proceedings under section 212 would, in all the circumstances, be more appropriate.
(3) Subsection (1) is in addition to the special cases (namely those provided under sections 455 (2)(d), 760 and 761 ) in which a company may be wound up by the court.
Circumstances in which company deemed to be unable to pay its debts
570. For the purposes of this Act, a company shall be deemed to be unable to pay its debts—
(a) if—
(i) a creditor, by assignment or otherwise, to whom the company is indebted in a sum exceeding €10,000 then due, has served on the company (by leaving it at the registered office of the company) a demand in writing requiring the company to pay the sum so due, and
(ii) the company has, for 21 days after the date of the service of that demand, neglected to pay the sum or to secure or compound for it to the reasonable satisfaction of the creditor,
or
(b) if—
(i) 2 or more creditors, by assignment or otherwise, to whom, in aggregate, the company is indebted in a sum exceeding €20,000 then due, have served on the company (by leaving it at the registered office of the company) a demand in writing requiring the company to pay the sum so due, and
(ii) the company has, for 21 days after the date of the service of that demand, neglected to pay the sum or to secure or compound for it to the reasonable satisfaction of each of the creditors,
or
(c) if execution or other process issued on a judgment, decree or order of any court in favour of a creditor of the company is returned unsatisfied in whole or in part, or
(d) if it is proved to the satisfaction of the court that the company is unable to pay its debts, and in determining whether a company is unable to pay its debts, the court shall take into account the contingent and prospective liabilities of the company.
Provisions as to applications for winding up
571. (1) An application to the court for the winding up of a company shall be by petition presented either by—
(a) the company, or
(b) any creditor or creditors (including any contingent or prospective creditor or creditors) of the company, or
(c) any contributory or contributories of the company,
or by all or any of those parties, together or separately, but this is subject to the following provisions.
(2) The court shall not give a hearing to a winding-up petition presented by a contingent or prospective creditor until such security for costs has been given as the court thinks reasonable, and until a prima facie case for winding up has been established to the satisfaction of the court.
(3) A winding-up petition on the grounds mentioned in section 569 (1)(f) may be presented by any person entitled to bring proceedings for an order under section 212 in relation to the company concerned.
(4) In a case falling within section 569 (1)(g) a winding-up petition may be presented by the Director.
(5) A contributory shall not be entitled to present a winding-up petition unless the shares in respect of which the person is a contributory, or some of them, either—
(a) were originally allotted to the person or have been held by the person, and registered in the person’s name, for at least 6 months during the 18 months before the commencement of the winding up, or
(b) have devolved on the person through the death of a former holder.
Powers of court on hearing petition
572. (1) On the hearing of a winding-up petition, the court may—
(a) dismiss the petition, or
(b) adjourn the hearing conditionally or unconditionally, or
(c) make any interim order, or any other order that it thinks fit,
but the court shall not refuse to make a winding-up order on the ground only that the assets of the company have been mortgaged to an amount equal to or in excess of those assets, or that the company has no assets.
(2) The court shall not make an order for the winding up of a company unless—
(a) the court is satisfied that the company has no obligations in relation to a bank asset that has been transferred to the National Asset Management Agency or a NAMA group entity, or
(b) if the company has any such obligation—
(i) a copy of the petition has been served on that Agency, and
(ii) the court has heard that Agency in relation to the making of the order.
(3) In subsection (2) “bank asset” and “NAMA group entity” have the same respective meanings as in the National Asset Management Agency Act 2009 .
(4) Upon the making of an order to wind up a company, based on a ground referred to in paragraph (a), (b), (c), (e) or (f) of section 569 (1), the court may order that the company be wound up as if it were a members’ voluntary winding up and, in such event, the provisions of this Part shall apply as if the company were being so wound up.
(5) Where a petitioner does not proceed with his or her winding-up petition, the court may, upon such terms as it shall deem just, substitute as petitioner any person who would have a right to present a petition in relation to the company, and who wishes to proceed with the petition.
Appointment of provisional liquidator
573. The court may appoint a liquidator provisionally at any time after the presentation of a winding-up petition and before the first appointment of a liquidator.
Power to stay or restrain proceedings against company
574. At any time after the presentation of a winding-up petition, and before a winding-up order has been made, the company or any creditor or contributory may—
(a) where any action or proceeding against the company is pending in the High Court or on appeal in the Supreme Court, apply to the court in which the action or proceeding is pending for a stay of proceedings therein, and
(b) where any other action or proceeding is pending against the company, apply to the High Court to restrain further proceedings in the action or proceeding,
and the court to which application is so made may, as the case may be, stay or restrain the proceedings accordingly on such terms and for such period as it thinks fit.
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.
Saving for rights of creditors and contributories
577. The voluntary winding up of a company shall not bar the right of any creditor or contributory to have it wound up by the court; but in the case of an application by a contributory the court must be satisfied that the rights of the contributories will be prejudiced by a voluntary winding up.
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.