Meetings
Companies Act
Meetings directed by the court
689. (1) This section shall apply to meetings in a winding up ordered by the court that are held or to be held at the direction of the court and shall have effect subject to any directions the court may give.
(2) If the court so directs, notice of a meeting may be given by advertisement in which case the object of the meeting need not be stated in the advertisement.
(3) A certified copy of the order of the court appointing a person as chairperson of a meeting shall be sufficient authority for the person so appointed to preside at such meeting.
(4) The chairperson of a meeting shall make a report of the result of the meeting in such form (if any) as the court directs.
Provisions as to meetings of creditors, contributories and members generally
690. Save where this Act otherwise provides, the provisions of sections 691 to 703 shall apply in relation to a meeting of creditors, contributories or members held or to be held under this Part.
Entitlement to attend and notice
691. (1) Every person appearing by the company’s books to be a creditor of the company shall be entitled to attend a meeting of creditors.
(2) The liquidator shall give to every person appearing by the company’s books or otherwise to be a contributory of the company notice of a meeting of contributories.
(3) Every person appearing by the company’s books or otherwise to be a member of the company shall be entitled to attend a meeting of members.
(4) The liquidator shall give notice in writing to every person entitled to attend a meeting of the time and place appointed for the meeting and of the subject matter of the meeting in such form as may be prescribed not less than 7 days before the day appointed for such meeting.
(5) The notice under subsection (4) to each creditor shall be sent to the address given in the creditor’s proof, or if he or she has not proved, to the address given in the statement of affairs of the company, if any, or to such other address as may be known to the liquidator.
(6) The notice under subsection (4) to each contributory shall be sent to the address mentioned in the company’s books as the address of such contributory or to such other address as may be known to the liquidator.
(7) The notice under subsection (4) to each member shall be sent to the address mentioned in the company’s books as the address of such member or to such other address as may be known to the liquidator.
(8) Where a meeting of creditors, contributories or members is summoned by notice, the proceedings and resolutions of the meeting shall, unless the court otherwise orders, be valid notwithstanding that some creditors, contributories or members, as the case may be, may not have received the notice sent to them.
Location of meeting
692. (1) Every meeting shall be held at such place as is, in the opinion of the person convening the meeting, the most convenient for the majority of the creditors, contributories or members or all, as the case may be.
(2) Different times or places may be named for the meetings of creditors and for those of contributories and for those of members.
Costs of meetings
693. (1) Any person, other than the liquidator, who summons a meeting of creditors, contributories or members shall be liable for the costs of summoning the meeting and shall, before the meeting is summoned, deposit with the liquidator such sum as may be required by the liquidator as security for the payment of such costs.
(2) Those costs shall be repaid out of the assets of the company if the court shall by order so direct or if the creditors or contributories (as the case may be) shall by resolution so direct.
(3) This section shall not apply to meetings under section 587 .
Chairperson
694. (1) At a meeting summoned by the liquidator, the liquidator or, if the liquidator is unable to act, someone nominated by him or her, shall be chairperson and at every other meeting of creditors, contributories or members the chairperson shall be such person as the meeting by resolution shall appoint.
(2) This section shall not apply to meetings under section 587 .
Passing resolutions
695. (1) At a meeting of creditors, a resolution shall be deemed to be passed when a majority in number and value of the creditors present personally or by proxy and voting on the resolution have voted in favour of the resolution.
(2) At a meeting of the contributories a resolution shall be deemed to be passed when a majority in number and value of the contributories present personally or by proxy and voting on the resolution have voted in favour of the resolution, the value of the contributories being determined according to the number of votes conferred on each contributory by the constitution of the company.
(3) This section shall not apply to a resolution referred to in section 588 (6), 637 (3) or section 668 (5) or (6).
Registration of resolutions of creditors, contributories and members
696. (1) The liquidator shall forward to the Registrar a copy certified by the liquidator of every resolution of a meeting of creditors, contributories or members within 14 days after the date upon which the meeting concerned is held.
(2) If a liquidator fails to comply with subsection (1), he or she shall be guilty of a category 4 offence.
Proceedings at the meeting
697. (1) The chairperson of a meeting may, with the consent of the meeting, adjourn it from time to time and from place to place but the adjourned meeting shall be held at the same place as the original meeting unless—
(a) in the resolution for adjournment another place is specified, or
(b) the court otherwise orders.
(2) Other than on the matter of election of the chairperson or an adjournment, a meeting may not act for any purpose, unless there are present or represented at the meeting—
(a) in the case of a creditors’ meeting, at least 3 creditors entitled to vote or all the creditors entitled to vote if the number entitled to vote shall not exceed three, or
(b) in the case of a meeting of contributories or members, at least 2 contributories or members, as the case may be.
(3) If within 30 minutes from the time appointed for the meeting a quorum of creditors, contributories or members, as the case may be, is not present or represented, the meeting shall be adjourned to the same day in the following week at the same time and place or to such other day or time or place as the chairperson may appoint.
(4) However the day so appointed by the chairperson shall be not less than 7 nor more than 21 days after the day from which the meeting was adjourned.
Entitlement to vote of creditors
698. (1) Subject to subsection (3), in the case of a meeting of creditors held pursuant to section 666 or of an adjournment thereof, a person shall not be entitled to vote as a creditor unless he or she has duly lodged with the liquidator, not later than the time mentioned for that purpose in the notice convening the meeting or adjourned meeting, a proof of the debt which he or she claims to be due to him or her from the company.
(2) In the case of any other meeting of creditors and subject to subsection (3) and subsections (5) to (8), a person shall not be entitled to vote as a creditor unless he or she has lodged with the liquidator a proof of the debt which he or she claims to be due to him or her from the company and such proof has been admitted wholly or in part before the date on which the meeting is held.
(3) Neither subsection (1) or (2) shall apply to any creditors or class of creditors who by virtue of this Act or rules of court are not required to prove their debts, and subsection (2) shall not apply to a meeting referred to in section 587 .
(4) The following subsections contain exceptions to, or apply restrictions on the exercise of, a creditor’s entitlement to vote at a meeting to which subsection (2) applies.
(5) In respect of any unliquidated or contingent debt or any debt the value of which is not ascertained, the chairperson may put upon such a debt an estimated minimum value for the purpose of entitlement to vote and admit the creditor’s proof for that purpose.
(6) A creditor shall not vote in respect of any debt on or secured by a current bill of exchange or promissory note held by him or her unless he or she is willing to do each of the following, namely:
(a) to treat the liability to him or her on the bill or note of every person who is liable thereon antecedently to the company and against whom an adjudication order in bankruptcy has not been made, as a security in his or her hands;
(b) to estimate the value of that liability; and
(c) for purposes of voting but not for the purposes of dividend, to deduct that liability from his or her proof.
(7) Unless he or she surrenders his or her security, a secured creditor shall, for the purpose of voting, state:
(a) in his or her proof; or
(b) in the case of a meeting that falls within subsection (8), in the statement referred to in that subsection,
the following matters:
(i) the particulars of his or her security;
(ii) the date when that security was given; and
(iii) the value at which he or she assesses that security,
and shall be entitled to vote only in respect of the balance (if any) due to him or her after deducting the value of that security.
(8) For the purpose of voting at a meeting in a voluntary winding up (not being a meeting referred to in section 587 ), a secured creditor shall, unless the secured creditor surrenders his or her security, lodge with the liquidator, before the meeting, a statement stating the matters referred to in subsection (7)(i) to (iii).
(9) The chairperson may admit or reject a proof for the purpose of voting, but an appeal shall lie to the court against his or her decision on that matter.
(10) If the chairperson is in doubt whether a proof should be admitted or rejected the chairperson shall mark it as objected to and allow the creditor to vote subject to the vote being declared invalid in the event of the objection being sustained.
Provisions consequent on section 698 regarding secured creditors: deemed surrender of security, etc.
699. (1) A secured creditor who, at a meeting to which section 698 (2) applies, votes in respect of the whole debt due to him or her shall be deemed to surrender his or her security unless the court, on application to it, is satisfied that the omission to value the security has arisen from inadvertence.
(2) The liquidator may, within 28 days after the date of there being used the proof or statement referred to in section 698 (7) or (8) for the purpose of voting at a meeting to which section 698 (2) applies, require the creditor concerned to give up the security for the benefit of the creditors generally on payment to the creditor of the value estimated in that proof or statement.
(3) However the creditor concerned may, at any time before being so required to give the security up, correct the valuation so estimated by furnishing a new proof to the liquidator and may deduct the new value from the debt due to him or her.
Duties of chairperson
700. (1) The chairperson of a meeting shall cause—
(a) minutes of the proceedings at the meeting to be drawn up and entered in a book kept for that purpose and the minutes shall be signed by him or her or by the chairperson of the next ensuing meeting, and
(b) a list of creditors, contributories or members present at the meeting to be made and kept in such form as may be prescribed and such list shall be signed by him or her.
(2) If the chairperson fails to comply with subsection (1)(a) or (b), he or she shall be guilty of a category 3 offence.
Proxies
701. (1) A creditor, a contributory or a member may vote either in person or by proxy.
(2) An instrument of proxy shall be in the prescribed form.
(3) A creditor, a contributory or a member may appoint any person a special proxy to vote at any specified meeting or adjournment thereof—
(a) for or against the appointment or continuance in office of any specified person as liquidator or member of the committee of inspection, and
(b) on all questions relating to any matter other than those referred to in paragraph (a) and arising at the meeting or an adjournment thereof.
(4) A creditor, a contributory or a member may appoint any person a general proxy.
(5) A general and a special form of proxy shall be sent to each of the creditors, contributories or members with the notice summoning the meeting, and neither the name nor description of the liquidator or any other person shall be printed or inserted in the body of any instrument of proxy before it is so sent.
(6) A creditor, a contributory or a member may appoint the liquidator or, if there is no liquidator, the chairperson of a meeting to act as his or her general or special proxy.
(7) No person appointed as either a general or a special proxy shall vote in favour of any resolution which would directly or indirectly place—
(a) himself or herself,
(b) a partner of him or her, or
(c) an employer of him or her,
in a position to receive any remuneration out of the assets of the company otherwise than as a creditor rateably with the other creditors of the company.
(8) However where any person holds one or more special proxies to vote for an application to the court in favour of the appointment of himself or herself as liquidator the person may use that proxy or those proxies and vote accordingly.
Supplemental provisions in relation to section 701 : time for lodging proxies, etc.
702. (1) Every instrument of proxy shall be lodged—
(a) in the case of a winding up by the court, with the liquidator,
(b) in the case of a meeting under section 587 , with the company at its registered office, and
(c) in the case of a voluntary winding up and the meeting is not one referred to in paragraph (b), with the liquidator or, if there is no liquidator, with the person named in the notice convening the meeting to receive the proxy,
not later than four o’clock in the afternoon of the day before the meeting or adjourned meeting at which it is to be used.
(2) No person who is a minor shall be appointed a general or special proxy.
(3) In the case of a creditor who is incapable of writing because of blindness or other physical infirmity, an instrument of proxy of the creditor may, subject to subsection (4), be accepted if the creditor has attached his or her signature or mark to the proxy in the presence of a witness and that witness has added to the creditor’s signature the witness’s description and residence.
(4) Subsection (3) only applies if—
(a) all insertions in the instrument of proxy are in the handwriting of the witness, and
(b) the witness has certified, at the foot of the instrument of proxy, that all such insertions have been made by the witness at the request and in the presence of the creditor before the creditor attached his or her signature or mark.
(5) Where a company is a creditor, any person who is duly authorised under the seal of that company to act generally on behalf of that company at meetings of creditors, members and contributories may fill in and sign the instrument of proxy on that company’s behalf and appoint himself or herself to be that company’s proxy.
(6) The instrument of proxy so filled in and signed by such person shall be received and dealt with as a proxy of that company but this is without prejudice to section 703 .
(7) In subsection (5) “company” means any company which is capable of being wound up under this Act and any other body corporate.
Representation of bodies corporate at meetings held during winding up
703. For the avoidance of doubt, section 185 applies to any meeting of a company held during the course of its being wound 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.