Termination
Companies Act
Dissolution of company by court
704. (1) In a winding up by the court, the court may, on its own motion, make an order requiring the liquidator to make, at such time as the affairs of the company have been completely wound up, an application pursuant to subsection (3).
(2) Unless such an order is made by the court, section 706 shall apply to the winding up by the court as if it were a creditors’ voluntary winding up.
(3) If the court makes an order under subsection (1) requiring the liquidator to do so, the liquidator shall, at such time as it appears to the liquidator that the affairs of the company have been completely wound up, make an application to the court for the dissolution of the company.
(4) On the making of such application, if the court is satisfied that the affairs of the company have been completely wound up, the court shall make an order that the company be dissolved from the date of the order, and the company shall be dissolved accordingly.
(5) A certified copy of an order under subsection (4) shall, within 21 days after the date of the making of the order, be forwarded by the liquidator to the Registrar.
(6) If the liquidator fails to comply with subsection (3) or (5), he or she shall be guilty of a category 3 offence.
Final meeting and dissolution in members’ voluntary winding up
705. (1) In a members’ voluntary winding up, as soon as the affairs of the company are completely wound up, the liquidator shall prepare an account of the winding up showing how the winding up has been conducted and the property of the company has been disposed of.
(2) On that account being prepared, the liquidator shall call a general meeting of the company for the purpose of laying before it the account and giving any explanation thereof.
(3) That meeting shall be called by giving at least 28 days’ written notice to the members of the company.
(4) Within 7 days after the date of that meeting, the liquidator shall—
(a) send to the Registrar a copy of the account, and
(b) make a return to the Registrar of the holding of that meeting and of its date.
(5) Subject to subsection (6), if a copy of the account is not sent to the Registrar, or the return is not made to him or her, in accordance with subsection (4), the liquidator shall be guilty of a category 3 offence.
(6) If a quorum is not present at the meeting referred to in subsection (2), the liquidator shall, instead of making the return referred to in paragraph (b) of subsection (4), make, within the period specified in that subsection, a return to the Registrar that the meeting was duly summoned and that no quorum was present at it, and, upon such a return being made, subsection (4)(b) shall be deemed to have been complied with.
(7) Subject to subsection (8), the Registrar, on receiving the account, and the return referred to in subsection (4)(b) or (6), as the case may be, shall forthwith register them, and on the expiration of 3 months after the date of registration of the return the company shall be deemed to be dissolved.
(8) The court may, on the application of the liquidator or of any other person who appears to the court to be interested, make an order deferring the date at which the dissolution of the company is to take effect for such time as the court thinks fit.
(9) A person on whose application an order under subsection (8) is made shall, within 14 days after the date of making of the order, deliver to the Registrar a certified copy of the order.
(10) If a person fails to comply with subsection (9), he or she shall be guilty of a category 3 offence.
(11) If the liquidator fails to call a general meeting of the company as required by this section, he or she shall be guilty of a category 3 offence.
(12) Where section 584 has effect, section 706 shall apply to the winding up to the exclusion of this section as if the winding up were a creditors’ voluntary winding up and not a members’ voluntary winding up.
Final meeting and dissolution in creditors’ voluntary winding up
706. (1) In a creditors’ voluntary winding up, as soon as the affairs of the company are completely wound up, the liquidator shall prepare an account of the winding up showing how the winding up has been conducted and the property of the company has been disposed of.
(2) On that account being prepared, the liquidator shall call a general meeting of the company and a meeting of the creditors for the purpose of laying the account before the meetings and giving any explanation thereof.
(3) Each such meeting shall be called by giving at least 28 days’ written notice to the members or creditors of the company, as the case may be.
(4) Within 7 days after the date of the meetings, or if the meetings are not held on the same date, after the date of the later meeting, the liquidator shall—
(a) send to the Registrar a copy of the account, and
(b) make a return to the Registrar of the holding of the meetings and of their dates.
(5) Subject to subsection (6), if a copy of the account is not sent to the Registrar, or the return is not made to him or her, in accordance with subsection (4), the liquidator shall be guilty of a category 3 offence.
(6) If a quorum is not present at a meeting referred to in subsection (2), the liquidator shall, instead of making, as respects that meeting, the return referred to in paragraph (b) of subsection (4), make, within the period specified in that subsection, a return to the Registrar that the meeting was duly summoned and that no quorum was present at it, and, upon such a return being made, subsection (4)(b) shall, as respects that meeting, be deemed to have been complied with.
(7) Subject to subsection (8), the Registrar, on receiving the account and, in respect of each such meeting, the return referred to in subsection (4)(b) or (6), as the case may be, shall forthwith register them, and on the expiration of 3 months after the date of registration of the returns the company shall be deemed to be dissolved.
(8) The court may, on the application of the liquidator or of any other person who appears to the court to be interested, make an order deferring the date at which the dissolution of the company is to take effect for such time as the court thinks fit.
(9) A person on whose application an order under subsection (8) is made shall, within 14 days after the date of making of the order, deliver to the Registrar a certified copy of the order.
(10) If a person fails to comply with subsection (9), he or she shall be guilty of a category 3 offence.
(11) If the liquidator fails to call a general meeting of the company or a meeting of the creditors as required by this section, he or she shall be guilty of a category 3 offence.
Disposal of books and papers of company in winding up
707. (1) When a company has been wound up and is about to be dissolved, the seal or seals, books and papers of the company and of the liquidator may be disposed of as follows:
(a) in the case of a members’ voluntary winding up, in such way as the company by special resolution directs; and
(b) in the case of a winding up by the court or a creditors’ voluntary winding up, in such way as the committee of inspection or, if there is no such committee, as the creditors of the company, may direct.
(2) However, in any of the foregoing cases and notwithstanding anything in a foregoing direction, such seal or seals, books and papers shall be retained by the liquidator for a period of at least 6 years after the date of the dissolution of the company and, in the absence of a foregoing direction as to their disposal, the liquidator may then dispose of them as he or she thinks fit.
(3) If a liquidator fails to comply with the requirements of this section, he or she shall be guilty of a category 4 offence.
(4) The winding up of a company shall, for the purposes of this section and section 681 , be deemed to be concluded—
(a) in the case of a winding up by the court (and the case is not one to which section 704 (2) applies), on the date on which a copy of the order dissolving the company has been forwarded by the liquidator to the Registrar in accordance with section 704 (5),
(b) in the case of a voluntarily winding up (including a case to which section 704 (2) applies), on the date on which the company is deemed to be dissolved, but this paragraph is subject to subsection (5).
(5) If, on the date referred to in subsection (4)(b), any funds or assets of the company remain unclaimed or undistributed in the hands or under the control of the liquidator or any person who has acted as liquidator, the winding up shall not be deemed to be concluded until such funds or assets have either been distributed or paid into the Companies Liquidation Account within the meaning of section 623 .
Power of court to declare dissolution of company void
708. (1) Where a company has been dissolved, the court may—
(a) at any time within 2 years after the date of the dissolution,
(b) on an application being made for the purpose by the liquidator of the company or by any other person who appears to the court to be interested,
make an order, upon such terms as the court thinks fit, declaring the dissolution to have been void.
(2) On an order under subsection (1) being made, such proceedings may be taken as might have been taken if the company had not been dissolved.
(3) A person on whose application an order under subsection (1) is made shall, within 14 days after the date of making of the order, or such further time as the court may allow, deliver to the Registrar a certified copy of the order.
(4) If a person fails to comply with subsection (3), he or she shall be guilty of a category 4 offence.
Disposal of documents filed with Registrar
709. The Registrar shall, after the expiration of 20 years after the date of the dissolution of a company, send all the documents filed in connection with the company to the National Archives.
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.