Remuneration
Companies Act
Liquidator’s remuneration — procedure for fixing liquidator’s entitlement thereto
646. (1) A liquidator, other than a provisional liquidator, has an entitlement to remuneration upon the terms agreed, fixed or otherwise set in the manner specified in subsection (2) and the terms upon which the liquidator has, in accordance with that subsection, such an entitlement may be expressed to be—
(a) by way of a relevant percentage,
(b) by reference to time expended in the conduct of the winding up, or
(c) otherwise by reference to any method or thing.
(2) The terms upon which the liquidator has an entitlement to remuneration shall be—
(a) where there is a committee of inspection, such terms as have been agreed in writing between the liquidator and the committee of inspection, or
(b) in a winding up by the court or a creditors’ voluntary winding up, where—
(i) there is no committee of inspection, or
(ii) the liquidator and the committee of inspection fail to agree,
such terms as have been approved by resolution of the creditors, or
(c) in a members’ voluntary winding up, such terms as have been approved by resolution of the members of the company in general meeting, or
(d) where the creditors or members, as the case may be — having been requested to do so by the liquidator — fail to pass a resolution in accordance with paragraph (b) or (c), such terms as have been fixed by the court.
(3) Before the terms upon which a liquidator has an entitlement to remuneration have been agreed, approved or fixed, as the case may be, in accordance with subsection (2), the liquidator shall, as appropriate—
(a) cause particulars in writing of the terms upon which he or she seeks such entitlement to be furnished—
(i) in a case to which subsection (2)(a) applies, to the committee of inspection,
(ii) in a case to which subsection (2)(b) applies, to the creditors,
(iii) in a case to which subsection (2)(c) applies, to the members of the company, or
(b) in a case to which subsection (2)(d) applies, include, as part of his or her application to the court, particulars of the terms upon which he or she seeks such an entitlement.
(4) A liquidator shall, as soon as is practicable after his or her appointment and in accordance with subsection (2), seek the agreement or, as the case may be, approval (or, as the case may require, the fixing) of the terms upon which he or she has an entitlement to remuneration.
(5) Subject to subsection (6), the terms upon which a liquidator has an entitlement to remuneration may be varied by—
(a) a subsequent agreement between the liquidator and the committee of inspection,
(b) approval thereto (given by the means referred to in subsection (2)(b) or (c), as appropriate) of the creditors or members, or
(c) a subsequent order made by the court on application to it by the liquidator,
as the case may be.
(6) No such variation may, without the consent of the liquidator, reduce the entitlement of the liquidator to remuneration for work that has already been performed.
(7) This section is subject to sections 647 and 648 .
Liquidator’s entitlement to receive payment where entitlement to remuneration exists
647. (1) This section—
(a) applies where the liquidator’s entitlement to remuneration exists by virtue of the terms in respect thereof having been agreed, fixed or otherwise set in the manner specified in section 646 , and
(b) is subject to section 648 .
(2) A liquidator shall be entitled to receive payment in respect of his or her remuneration (whether for the entire or any portion of his or her services in the winding up, or by way of a payment on account) provided the amount sought to be received in that behalf has—
(a) where there is a committee of inspection, been approved by the committee of inspection, or
(b) in a winding up by the court or a creditors’ voluntary winding up, where—
(i) there is no committee of inspection, or
(ii) the committee of inspection does not approve the amount,
been approved by resolution of the creditors, or
(c) in a members’ voluntary winding up, been approved by resolution of the members of the company in general meeting, or
(d) where the creditors or members, as the case may be — having been requested to do so by the liquidator — fail to pass a resolution in accordance with paragraph (b) or (c), been fixed by the court or such person as the court may designate for that purpose.
(3) Before the amount of remuneration sought to be received has been agreed, approved or fixed, as the case may be, in accordance with subsection (2), the liquidator shall, as appropriate—
(a) cause the prescribed particulars in respect of that amount to be furnished—
(i) in a case to which subsection (2)(a) applies, to the committee of inspection,
(ii) in a case to which subsection (2)(b) applies, to the creditors,
(iii) in a case to which subsection (2)(c) applies, to the members of the company,
or
(b) in a case to which subsection (2)(d) applies, include, as part of his or her application to the court, prescribed particulars in respect of that amount.
Supplemental provisions in relation to sections 646 and 647
648. (1) The terms upon which a liquidator has an entitlement to remuneration, as agreed, fixed or otherwise set in accordance with section 646 , may include provision for reference to arbitration of any dispute that may arise as to the amount of remuneration to which the liquidator is thereby entitled under section 647 .
(2) If the foregoing terms do not include a provision of the foregoing kind, the liquidator and—
(a) where the case is one of a winding up by the court or a creditors’ voluntary winding up, the creditors acting by resolution passed at a meeting of the creditors for the purpose, or
(b) where the case is one of a members’ voluntary winding up, the members of the company acting by resolution passed at a meeting of the company for the purpose,
may agree to refer to arbitration any dispute as to the amount of remuneration to which the liquidator is entitled under section 647 .
(3) In an arbitration of a dispute as to the amount of remuneration to which a liquidator is entitled under section 647 , the matters specified in subsection (9) shall be taken into account by the arbitrator.
(4) Not later than 28 days after—
(a) the date on which an agreement or approval has been made or given in accordance with section 646 (2)(a), (b) or (c), as the case may be, in respect of such terms, or
(b) the date on which any variation referred to in section 646 (5) has been made of such terms,
any creditor or member of the company concerned may apply to the court to review the terms upon which the liquidator has an entitlement to remuneration as so agreed, approved or varied, and, on the making of such an application, the court may, as it thinks fit—
(i) confirm the terms as so agreed, approved or varied, or
(ii) alter those terms.
(5) Not later than 28 days after the date on which an agreement or approval has been made or given in accordance with section 647 (2)(a), (b) or (c), as the case may be, in respect of an amount of remuneration of a liquidator, any creditor or member of the company concerned may apply to the court to review that amount as so agreed or approved and, on the making of such an application, the court may, as it thinks fit—
(a) confirm that amount as so agreed or approved, or
(b) alter that amount.
(6) If, on an application under subsection (4) or (5)—
(a) the court does not vary, in a manner less favourable to the liquidator, the terms of the liquidator’s entitlement to remuneration or, as the case may be, reduce an amount of his or her remuneration, the applicant shall bear the costs, fees and expenses of the application, or
(b) the court does vary, in a manner less favourable to the liquidator, the terms of the liquidator’s entitlement to remuneration or, as the case may be, reduce an amount of his or her remuneration, the court may make such order as it deems fit as to the costs, fees and expenses of the application.
(7) For the purpose of holding a meeting in accordance with section 646 or 647 or this section, the liquidator may convene a meeting of the creditors of the company, the members of the company or the committee of inspection, as the case may be.
(8) Where a company is ordered to be wound up by the court upon grounds other than those specified in section 569 (1)(d) (company unable to pay its debts) then, upon it being established to the satisfaction of the court that the company is not insolvent, the provisions of sections 646 and 647 and this section that are applicable to a members’ voluntary winding up shall, where the court so directs, apply to that company.
(9) In—
(a) fixing the amount of a provisional liquidator’s remuneration under section 645 ; or
(b) the agreeing, approval, fixing or review under section 646 or 647 or this section, as the case may be, of—
(i) the terms of a liquidator’s entitlement to remuneration, or
(ii) the amount of a liquidator’s remuneration,
the following shall be taken into account by the court, the committee of inspection, the creditors or, as the case may be, the members:
(i) the time properly required to be given by the person as liquidator and by his or her assistants in attending to the company’s affairs;
(ii) the complexity (or otherwise) of the case;
(iii) any respects in which, in connection with the company’s affairs, there falls on the liquidator any responsibility of an exceptional kind or degree;
(iv) the effectiveness with which the liquidator appears to be carrying out, or to have carried out, his or her duties; and
(v) the value and nature of the property with which the liquidator has to deal.
(10) In sections 645 to 647 and this section “remuneration” includes remuneration for services in the winding up performed by the liquidator personally and by his or her assistants on his or her authority.
Disclosure of interest by creditors etc. at creditors’ meeting
649. (1) Where, at a meeting of creditors, a resolution is proposed for the appointment of a liquidator, any creditor who has a connection with the proposed liquidator shall, before the resolution is put, make such connection known to the chairperson of the meeting who shall disclose that fact to the meeting, together with particulars thereof.
(2) Subsection (1) shall also apply to any person at the meeting, being a representative of a creditor and entitled to vote on the resolution on his or her behalf.
(3) Where the chairperson of a meeting of creditors has any such connection as is mentioned in subsection (1), he or she shall disclose that fact to the meeting, together with particulars thereof.
(4) For the purposes of this section, a person has a connection with a proposed liquidator if he or she is—
(a) a parent, spouse, civil partner, brother, sister or child of, or
(b) employed by, or a partner of,
the proposed liquidator.
(5) A person who fails to comply with this section shall be guilty of a category 3 offence.
(6) In subsection (4) the reference to a child of the proposed liquidator shall be deemed to include a reference to a child of the proposed liquidator’s civil partner who is ordinarily resident with the proposed liquidator and the civil partner.
(7) In exercising its jurisdiction under section 588 or 638 (which relate to the appointment or removal of a liquidator), the court may have regard to any failure to comply with this section.
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.