Procedure
Companies Act
Statement of company’s affairs
593. (1) Where the court has made a winding-up order or appointed a provisional liquidator in relation to a company, there shall, unless the court thinks fit to order otherwise and so orders, be made out and filed in the court a statement as to the affairs of the company (the “statement”) in the prescribed form, verified by affidavit.
(2) The statement shall show—
(a) particulars of the company’s assets, debts and liabilities,
(b) the names, residences and occupations of the company’s creditors,
(c) the securities held by those creditors respectively,
(d) the dates when those securities were respectively given, and
(e) such further or other information as may be prescribed or as the court may require.
(3) The statement shall be so filed and verified by—
(a) subject to paragraph (b), one or more of the persons who are at the relevant date the directors of the company, or
(b) such of the persons mentioned in subsection (4) as the court may require to so file and verify the statement.
(4) The persons referred to in subsection (3)(b) are persons—
(a) who are or have been officers of the company,
(b) who have taken part in the formation of the company at any time within 12 months before the relevant date,
(c) who are in the employment of the company, or have been in the employment of the company within that period of 12 months, and are, in the opinion of the court, capable of giving the information required,
(d) who are or have been within that period of 12 months officers of or in the employment of a company which is, or within that period of 12 months was, an officer of the company to which the statement relates.
(5) The statement shall be so filed within 21 days after the relevant date or within such extended time as the court may for special reasons appoint.
(6) Subject to section 594 (7), any person making or concurring in making the statement and affidavit required by this section shall be allowed, and shall be paid out of the assets of the company, such costs and expenses incurred in and about the preparation and making of the statement and affidavit as the court may allow.
Supplemental provisions in relation to section 593
594. (1) In section 593 and this section the “relevant date” means—
(a) in a case where a provisional liquidator is appointed to the company, the date of his or her appointment, and
(b) in a case where no such appointment is made, the date of the winding-up order in respect of the company.
(2) The one or more persons who have made the statement of affairs of a company under section 593 (the “statement”) shall serve a copy of the statement on the liquidator (or the provisional liquidator, as the case may be) of the company as soon as may be after it is prepared and in any case not later than the expiry of 21 days after the relevant date or such extended time as the court may appoint under section 593 (5).
(3) The one or more persons who have made the statement shall—
(a) at the liquidator’s request, provide to the liquidator such information in relation to the company as the liquidator may reasonably require, and
(b) provide such assistance, as they are in a position to give, to the liquidator during the course, and for the purpose, of the liquidator’s examining (following his or her receipt of the statement) the company’s affairs as he or she may reasonably require.
(4) Where any person fails to comply with the request of a liquidator made in accordance with subsection (3), the court may, on the application of the liquidator, direct the person to comply with such request.
(5) In subsections (3) and (4), “liquidator” does not include a provisional liquidator.
(6) A person who is required to make or concur in making any statement of affairs of a company shall, before incurring any costs or expenses in and about the preparation and making of the statement, apply—
(a) to the liquidator for his or her sanction and submit to the liquidator a statement of the estimated costs and expenses which the person intends to incur, or
(b) if there is no liquidator, to the court for its sanction.
(7) Except by order of the court, no person shall be allowed out of the assets of the company any costs or expenses in and about the preparation of a statement of affairs which have not, before being incurred, been sanctioned by the liquidator or the court.
(8) If any person, without reasonable excuse, makes default in complying with any of the requirements of section 593 or with any of the preceding requirements of this section, he or she shall be guilty of a category 3 offence.
(9) Any person who states in writing that the person is a creditor or contributory of the company shall, on payment of the prescribed fee, be entitled personally, or by his or her agent—
(a) to inspect, at all reasonable times, the statement registered in pursuance of section 593 , and
(b) to be furnished with a copy of, or an extract from, it.
(10) Any person, not being a creditor or contributory of a company, who fraudulently states himself or herself to be a creditor or contributory of the company for the purpose of seeking to avail himself or herself of the provisions of subsection (9) shall be guilty of a category 3 offence.
Notification that a company is in liquidation, etc.
595. (1) Every invoice, order for goods or business letter issued by or on behalf of—
(a) a company that is being wound up, or
(b) a liquidator of such a company,
being a document on or in which the name of the company appears, shall contain a statement that the company is being wound up.
(2) Subsection (1) is in addition (in cases where a company is in receivership) to the obligations of the receiver of the property of the company under section 429 .
(3) Every invoice, order for goods or business letter issued by or on behalf of—
(a) a company to which a provisional liquidator has been appointed,
(b) a provisional liquidator of the company, or
(c) a receiver of the property of such a company,
being a document—
(i) on or in which the name of the company appears, and
(ii) issued during the period of office of the provisional liquidator as such provisional liquidator,
shall contain a statement that a provisional liquidator has been appointed to the company.
(4) Any website of a company that is being wound up, and any electronic mail sent to a third party by, or on behalf of, such a company, shall contain a statement that the company is being wound up (and such a statement on a website shall be in a prominent and easily accessible place on it).
(5) Where the winding up of a company commences within one year after the date on which the company has changed its name in accordance with this Act, the former name as well as the existing name of the company shall appear on all notices and advertisements in relation to the winding up and in any website of the company and in any electronic mail sent to a third party by, or on behalf of, it.
(6) If default is made in complying with subsection (1), (3) or (other than a case dealt with by subsection (7)) (5)—
(a) the company concerned and any officer of it who is in default, and
(b) any of the following persons who knowingly and intentionally authorises or permits the default, namely, any liquidator of the company and any receiver,
shall be guilty of a category 3 offence.
(7) If default is made in complying with the requirement under subsection (4) or (5) concerning the company’s website, the company concerned and any officer of it who is in default shall be guilty of a category 3 offence.
(8) If default is made by a company, or any person acting on its behalf, in complying with the requirement under subsection (4) or (5) concerning electronic mail, then—
(a) in every case, the company and any officer of it who is in default, and
(b) where the default is made by a person acting on the company’s behalf, that person,
shall be guilty of a category 3 offence.
(9) In this section “third party” means a person other than—
(a) an officer or employee of the company concerned, or
(b) a holding company or subsidiary of the company or an officer or employee of that holding company or subsidiary.
Custody of company’s property
596. (1) Upon the appointment of a liquidator to a company, the liquidator shall take into his or her custody or under his or her control the seal, books and records of the company, and all the property to which the company is or appears to be entitled.
(2) A person who, without lawful entitlement or authority, has—
(a) at the date of the appointment of a liquidator to a company, possession or control of the books, records or other property of the company, or
(b) subsequent to such date comes into such possession or control,
shall surrender immediately to the liquidator such books, records or other property, as the case may be.
(3) In this section “liquidator” does not include a provisional liquidator.
Appointment of committee of inspection in court ordered winding up
666. (1) When a winding-up order has been made by the court, the liquidator may and, if directed to do so by a creditor or creditors representing not less than one-tenth in value of the creditors of the company shall, summon a meeting of the creditors of the company for the purpose of determining—
(a) whether or not a committee of inspection is to be appointed, and
(b) who are to be the members of the committee if so appointed.
(2) At a meeting summoned in accordance with subsection (1), the creditors may, if they think fit, appoint a committee of inspection consisting of not more than 5 persons appointed under this subsection.
(3) If such a committee is appointed the company may, at any time subsequently in general meeting, appoint not more than 3 persons to act as members of the committee, provided that the number of members of the committee shall not at any time exceed eight.
(4) The creditors may resolve that all or any of the persons appointed under subsection (3) by the company ought not to be members of the committee of inspection, and if the creditors so resolve, the persons mentioned in the resolution shall not, unless the court, on application to it, otherwise directs, be qualified to act as members of the committee.
(5) On an application to the court under subsection (4), the court may appoint other persons to act as members of the committee of inspection in place of the persons mentioned in the resolution concerned.
(6) Where a meeting of the creditors or members of the company is being summoned under this section, the notice of the meeting shall indicate who are proposed to be appointed as the members of the committee of inspection by the meeting concerned.
Appointment of committee of inspection in a creditors’ voluntary winding up
667. (1) The creditors of the company at the meeting to be held in pursuance of section 587 , or at any subsequent meeting, may appoint a committee of inspection consisting of not more than 5 persons appointed under this subsection.
(2) If such a committee is appointed, the company may, either at the meeting at which the resolution for voluntary winding up is passed or at any time subsequently in general meeting, appoint not more than 3 persons to act as members of the committee, provided that the number of members of the committee shall not at any time exceed eight.
(3) The creditors may resolve that all or any of the persons appointed under subsection (2) by the company ought not to be members of the committee of inspection, and if the creditors so resolve, the persons mentioned in the resolution shall not, unless the court, on application to it, otherwise directs, be qualified to act as members of the committee.
(4) On an application to the court under subsection (3), the court may appoint other persons to act as members of the committee of inspection in place of the persons mentioned in the resolution concerned.
Constitution and proceedings of committee of inspection
668. (1) A committee of inspection appointed in pursuance of this Act (the “committee”) shall meet at such times as they from time to time appoint, and the liquidator or any member of the committee may also call a meeting of the committee as and when he or she thinks necessary.
(2) The committee may act by a majority of their members present at a meeting but shall not act unless a majority of the committee is present.
(3) A member of the committee may resign by notice in writing signed by him or her and delivered to the liquidator.
(4) A person’s office as member of the committee becomes vacant if and upon any of the following happening:
(a) the person is adjudicated bankrupt or compounds or arranges with his or her creditors;
(b) the person is absent from 2 consecutive meetings of the committee without the leave of those persons who, together with himself or herself, were appointed as members of the committee by the creditors or, as the case may be, members of the company.
(5) A member of the committee may be removed by resolution at a meeting of—
(a) creditors of the company if he or she was appointed as member of the committee by those creditors, or
(b) the company if he or she was appointed as member of the committee by the company,
being a meeting of which 7 days’ notice has been given and which notice stated the object of the meeting.
(6) Subject to subsection (7), on a vacancy occurring in the committee, the liquidator shall forthwith summon a meeting of—
(a) creditors of the company, or
(b) if the person who vacated office had been appointed by the company, of the company,
to fill the vacancy, and the meeting may, by resolution, reappoint the person who vacated office or appoint another person to fill the vacancy.
(7) If the liquidator, having regard to the position in the winding up, is of the opinion that it is unnecessary for a vacancy occurring in the committee to be filled, he or she may apply to the court and the court may make an order that the vacancy shall not be filled or shall not be filled except in such circumstances as may be specified in the order.
(8) The continuing members of the committee, if not less than 2, may act notwithstanding any vacancy in the committee.
(9) A member of the committee shall not make a profit from the winding up, except with the leave of the court or the sanction of—
(a) in the case of a members’ voluntary winding up, a resolution of the company, or
(b) in the case of a creditors’ voluntary winding up, a resolution of the creditors of the company.
(10) At a meeting of creditors, a resolution shall, for the purposes of this section (other than subsection (9)(b)), be deemed to be passed when a majority in number of the creditors present personally or by proxy and voting on the resolution have voted in favour of the resolution.
Attendance of officers of company at meetings
670. The court may, on the application of the Director or the liquidator, or on its own motion, make an order requiring the attendance of any officer of the company at—
(a) any meeting of creditors,
(b) any meeting of contributories,
(c) any meeting of members, or
(d) any meeting of a committee of inspection,
for the purpose of giving information as to the trade, dealings, affairs or property of the company.
Power of court to summon persons for examination
671. (1) The court may exercise the following power:
(a) of its own motion; or
(b) on the application of the Director or the liquidator or provisional liquidator;
at any time after the appointment of a provisional liquidator, the making of a winding-up order or the passing of a resolution to wind up a company voluntarily.
(2) That power of the court is to summon before it—
(a) any officer of the company,
(b) any person known or suspected to have in his or her possession any property of the company or supposed to be indebted to the company, or
(c) any person whom the court deems capable of giving information relating to the—
(i) promotion or formation,
(ii) trade or dealings, or
(iii) affairs or property,
of the company.
(3) The court may examine on oath any person so summoned concerning the matters referred to in subsection (2)(c)(i) to (iii), either by word of mouth or on written interrogatories, and may reduce his or her answers to writing and require him or her to sign them.
(4) The court may require any person referred to in subsection (2) to produce any accounting records, deed, instrument, or other document or paper relating to the company that are in his or her custody or power.
(5) The court may, before the examination takes place, require any person referred to in subsection (2) to place before it a statement, in such form as the court may direct, of any transactions between him or her and the company of a type or class which the court may specify.
(6) If, in the opinion of the court, it is just and equitable to do so, it may direct that the costs of the examination be paid by the person examined.
(7) A person who is examined under this section shall not be entitled to refuse to answer any question put to him or her on the ground that his or her answer might incriminate him or her and any answer by the person to such a question may be used against that person in any proceedings except proceedings for the prosecution of that person for an offence (other than perjury).
(8) If a person, without reasonable excuse, fails at any time—
(a) to attend his or her examination under this section, or
(b) to comply with the requirement under subsection (3) as regards signing the matters there referred to or the requirement under subsection (4) or (5),
he or she shall be guilty of contempt of court and liable to be punished accordingly.
(9) If—
(a) a person without reasonable excuse fails at any time to attend his or her examination under this section, or
(b) there are reasonable grounds for believing that a person has absconded, or is about to abscond, with a view to avoiding or delaying his or her examination under this section,
the court may cause that person to be arrested and the person’s books and documents and movable personal property to be seized or secured and the person and them to be detained until such time as the court may order.
Order for payment or delivery of property against person examined under section 671
672. (1) If, in the course of an examination under section 671 , it appears to the court that any person being examined—
(a) is indebted to the company, or
(b) has in his or her possession or control any money, property or books and papers of the company,
the court may, of its own motion or on the application of the Director or the liquidator, order such person—
(i) to pay to the liquidator the amount of the debt or any part of it, or
(ii) to pay, deliver, convey, surrender or transfer to the liquidator such money, property or books and papers or any part of it or them,
as the case may be, at such time and in such manner and on such terms as the court may direct.
(2) Where the court has made an order under subsection (1), it may, on the application of the Director or the liquidator, make a further order permitting the applicant or another person specified in the order, accompanied (in either case) by such persons as the applicant thinks appropriate, to—
(a) enter at any time or times within 30 days after the date of issue of the order, any premises (including a dwelling) owned or occupied by the person the subject of the order under subsection (1) (using such force as is reasonably necessary for the purpose),
(b) search the premises so entered, and
(c) seize, in the course of such search, any money, property or books and papers of the company found on the premises.
(3) Where the court has made an order under subsection (2), the applicant shall report to it as soon as may be on the outcome of any action on foot of the court’s order and the court shall direct the applicant as to the disposition of anything seized on foot of the order.
(4) A direction under subsection (3) shall not be made in favour of the Director except in respect of the Director’s costs and reasonable expenses.
(5) A person who obstructs the exercise of—
(a) a right of entry, search and seizure conferred by virtue of an order made under subsection (2), or
(b) a right so conferred to take possession of anything referred to in that subsection, shall be guilty of a category 2 offence.
(6) Proceedings on foot of an offence alleged to be committed under subsection (5) shall not prejudice the power of the court to issue proceedings for contempt of court for failure by a person to comply with an order under this section.
(7) In this section “liquidator” includes a provisional liquidator.
Delivery of property of company to liquidator
673. (1) In a winding up of a company, on notice in writing being given by the liquidator requiring him or her to do so, any:
(a) contributory for the time being on the list of contributories;
(b) trustee;
(c) receiver;
(d) banker; or
(e) agent or officer;
of the company shall, within such period as is specified in the notice, pay, deliver, convey, surrender or transfer to or into the hands of the liquidator any money, property, books or papers which happen to be in his or her hands for the time being and to which the company is prima facie entitled.
(2) The court may exercise the following power:
(a) of its own motion; or
(b) on the application of the liquidator;
at any time after the appointment of a provisional liquidator, the making of a winding-up order or the passing of a resolution to wind up a company voluntarily.
(3) That power of the court is to require a person referred to in any of paragraphs (a) to (e) of subsection (1) to pay, deliver, convey, surrender or transfer forthwith, or within such period as the court directs, to the liquidator any money, property or books and papers in his or her hands to which the company concerned is prima facie entitled.
(4) In discharging the duties imposed by section 624 , the liquidator shall, for the purpose of acquiring or retaining possession of the property of the company, be in the same position as if he or she were a receiver of the property appointed by the court, and the court may, on the application of the liquidator, enforce such acquisition or retention accordingly.
(5) In this section “liquidator” includes a provisional liquidator.
Power to exclude creditors not proving in time
674. (1) Subject to subsections (3) and (4), the liquidator may fix a time or times within which creditors are to prove their debts or claims or to be excluded from the benefit of any distribution made before those debts or claims are proved.
(2) The time or times so fixed by the liquidator shall be notified, in writing, by him or her to the creditors.
(3) A time shall not be fixed pursuant to subsection (1) which falls earlier than 28 days after the day on which creditors are notified under subsection (2) of the fixing of that time.
(4) The court may upon the application of a creditor, made on notice to the liquidator, extend the time fixed pursuant to subsection (1) within which that creditor may prove his or her debt or claim.
Order for arrest and seizure, etc.
675. (1) The court may, in either of the cases specified in subsection (2)—
(a) at any time after the presentation of a petition to wind up a company or the passing of a resolution to wind up a company voluntarily, and
(b) on proof of probable cause for believing that a contributory, director, shadow director, secretary or other officer of the company is about to quit the State or otherwise to abscond or to remove or conceal any of his or her property for the purpose of evading payment of calls or of avoiding examination about the affairs of the company,
cause—
(i) the contributory, director, shadow director, secretary or other officer to be arrested, and
(ii) that person’s books and papers and movable personal property to be seized or secured,
and the person and them to be detained until such time as the court may order.
(2) The court may exercise the powers under subsection (1)—
(a) of its own motion, or
(b) on the application of the Director, a creditor of the company or any other interested person.
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.