Termination

Termination of Liquidation

In a voluntary liquidation, the liquidator must convene final meetings of the shareholders and creditors.  The meetings must be advertised.  The liquidator presents the accounts of the liquidation and responds to questions.  A return is made to CRO certifying that the meetings were held and filing the liquidator’s account. Dissolution occurs three months after filing in the CRO.

In a court winding up, the court may order that liquidator must apply to the court for an order dissolving the company. In this case, the court liquidation ends when the court makes an order dissolving the company and it is registered with the CRO.

The liquidator may apply to the court for dissolution when the company has been finally wound up. If the court does not require an application, the ordinary procedure for voluntary liquidations applies to a court ordered winding up.


Residual Assets

At the conclusion of winding up, a final account is prepared by the liquidator. He may apply to the court for directions regarding the disposal of any balance held. A Liquidation Account must be maintained in respect of balances left that are undistributed.  Claims may be made within the following 7 years by persons entitled.

In a court liquidation, the court may give directions on the disposal of the company’s documents and records.  In non-court liquidations, the matter may be determined by the committee of inspection, shareholders or creditors, as the type of liquidation determines. Otherwise, the matter is determined by the liquidator.

Once dissolved, the company ceases to exist, and any remaining assets vest in the State. The court has a discretionary power to revive the company within two years of dissolution if circumstances so require.  This may be necessary if some debts or claims emerge after the event, such as civil liability that is later discovered.  The application may be made to revive the company by the liquidator or by other persons with an interest.  This includes persons who may have a claim against the company.


Staying Winding Up

At any time after an order for winding up is made, the court on application of the liquidator, creditor or contributory, on proof that all proceedings in relation to the winding up ought to be stayed, may make an order staying the proceedings, for a limited time on such terms and conditions as the court sees fit. The order must be filed in the CRO immediately.

Where a court makes any such order, it may make directions regarding retention of the company’s seals, books, and papers as it sees fit.  It may require the liquidator to furnish a report relating to the facts or matters which are in the liquidator’s opinion relevant to the application. Failure to comply with the attendant requirements in an offence.

The court may, on application of the Director of Corporate Enforcement, the liquidator, or on its own motion, make an order requiring the attendance of any officer of the company at meetings of creditors, contributories, members, committee of inspection, for the purpose of giving information as to the trade, dealings, affairs and property of the company.


Members Voluntary Liquidation I

As soon as the affairs of the company have been completely wound up in a members’ voluntary winding up, the directors must prepare an account, which shows how the winding-up has been conducted and how the company’s asset has been disposed of.

The liquidator must call a general meeting of the company in order to lay the account before it and give an explanation thereof. This shall be called by giving at least 28 days’ written notice to the members of the company. The failure of the liquidator to call the general meeting above is an offence.

Within seven days after the date of the meeting, the liquidator shall send to the CRO, a copy of the account and a return of the holding of the meeting and its date.

Members Voluntary Liquidation II

The CRO on receiving an account and return shall forthwith register them. On the expiration of three months of the return, the company shall be deemed dissolved.

If there is no quorum at the meeting, the liquidator, instead of making the return above may within the period specified, make a return to the CRO that the meeting was summoned and that no quorum was present.  In this case, the above filing obligation is deemed to be complied with.

The court, on the application of a liquidator or any other person who appears interested, may make an order deferring the date on which the dissolution is to take effect for such time, as it thinks fit. Where such an order is made, it is to be filed with the CRO within fourteen days.


Creditors Voluntary Winding Up

In the case of a creditors’ voluntary winding up, the liquidator must prepare an account as soon as the affairs of the company are completely wound up.  He shall call a general meeting of the company and a meeting of the creditors for the purpose of laying the accounts.  Each such meeting shall be called by giving at least twenty-eight days’ notice to each of the members and the creditors.

Within seven days of the meetings, or if the meetings are not held, the date of the later meeting, the liquidator shall send a copy of the account to the CRO and cause a return to be made of the holding of the meetings. It is a category 3 offence to fail to do so.  Similar provisions to those above apply in relation to the return, where no quorum is present.

The CRO on receiving the account and the return in respect of each such meeting shall register them, On the expiration of three months from the date of registration, the company is deemed dissolved.

An application may be made by the creditor or another person who appears to be interested, for an order deferring the date on which dissolution is to take effect.  This order is to be registered with the CRO.


Court Ordered Winding Up

In a winding up by the court, the court of its own motion may make an order requiring the liquidator to make an application to the court on completion of the winding up of the company’s affairs.  If the court does not make such an order, the general provisions which apply in a creditors’ voluntary winding up, are applicable.

If the court does make an order requiring the liquidator to apply to the court, he shall, at the time it appears that the affairs of the company have been completely wound up, make an application to the court for dissolution of the company.

The court on being satisfied that company has been completely wound up shall make an order that the company be dissolved.  A certified copy is to be filed with the CRO within 21 days.  The failure to file is a category 3 offence.


Disposal of Papers

When a company has been wound up or is about to be wound up, the seal, books and papers of the company and of the liquidator may be disposed of in the manner directed by the members, in the case of a members’ voluntary winding up, or in the case of a creditors’ voluntary winding up, as the committee of inspection or, if none, the creditors direct.

If in any of the above cases, and notwithstanding any of the above directions, any such seals, books or papers shall be retained by the liquidator for a period of at least six years after the dissolution. In the absence of the above direction, the liquidator may dispose of them as he thinks fit.  Failure to do so is a category 4 offence.

If at the conclusion of the winding up, any funds or assets remain unclaimed or undistributed in the hands or under the control of the liquidator, or any previous liquidator, the winding up shall not be deemed concluded until such funds or assets have either been distributed or paid into the Companies Liquidation Account managed by the Exchequer/Department of Finance.


Nullity of Liquidation I

A liquidation may be set aside or nullified.  An application must be made to the court by the liquidator, a creditor or shareholder. Where a company has been dissolved, the court may within two years of the dissolution, on the application being made by the liquidator or any person interested in making the order, declare the dissolution to have been void.

At any time after an order for winding up has been made, the court may on the application of the liquidator, any creditor or contributory, on proof to the satisfaction of the court that the order ought to be annulled, make an order annulling the winding up, on such terms and conditions as the court may think fit.  Where the court makes an order, the applicant is to register it with the company’s office forthwith.

A winding up may be nullified if there were no valid grounds or if there was a flaw in the relevant procedure.  The court may stay or suspend the winding up. It may be difficult in practice, to unscramble the winding up in full.


Nullity of Liquidation II

When an order is so made, such proceedings may be taken as might be taken, if the company had not been dissolved.  The order must be registered with the CRO within 14 days.  Failure to do so is a category 4 offence.

Where a court makes any such order, it may make directions regarding retention of the company’s seals, books, and papers as it sees fit.  It may require the liquidator to furnish a report relating to the facts or matters which are in the liquidator’s opinion relevant to the application. Failure to comply with the requirements in an offence.

The court may, on application of the Director of Corporate Enforcement, the liquidator, or on its own motion, make an order requiring the attendance of any officer of the company at meetings of creditors, contributories, members, committee of inspection, for the purpose of giving information as to the trade, dealings, affairs and property of the company.


References and Sources

Primary References

Companies Act 2014 S.704- S.709 (Irish Statute Book)

Companies Act 2014: An Annotation (2015) Conroy

Law of Companies 4th Ed.  (2016)  Ch.24   Courtney

Keane on Company Law 5th Ed. (2016) Part VIII Hutchinson

Other Irish Sources

Tables of Origins & Destinations Companies Act 2014 (2016) Bloomsbury

Introduction to Irish Company Law    4th Ed. (2015) Callanan

Bloomsbury’s Guide to the Companies Act 2015      Courtney & Ors

Company Law in Ireland 2nd Ed. (2015) Thuillier

Pre-2014 Legislation Editions

Modern Irish Company Law   2nd Ed. (2001) Ellis

Cases & Materials Company Law 2nd Ed. (1998) Forde

Company Law 4th Ed. (2008)  Forde & Kennedy

Corporations & Partnerships in Ireland (2010) Lynch-Fannon & Cuddihy

Companies Acts 1963-2012   (2012)  MacCann & Courtney

Constitutional Rights of Companies   (2007)  O’Neill

Court Applications Under the Companies Act (2013) Samad

Shorter Guides

Company Law – Nutshell 3rd Ed. (2013) McConville

Questions & Answers on Company Law (2008)        McGrath, N & Murphy

Make That Grade Irish Company Law 5th Ed. (2015) Murphy

Company Law BELR Series (2015)   O’Mahony

UK Sources

Companies Act 2006 (UK) (Legilsation.gov.uk)

Statute books Blackstone’s statutes on company law (OUP)

Gower Principles of Modern Company Law 10th Ed. (2016) P. and S. Worthington

Company Law in Context 2nd Ed. (2012) D Kershaw

Company Law (9th Ed.) OUP (2016) J Lowry and A Dignam

Cases and Materials in Company law 11th Ed (2016) Sealy and Worthington

 

UK Practitioners Services

Tolley’s Company Law Handbook

Gore Browne on Companies

Palmer’s Company Law