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Winding Up/ Liquidations
The winding up of a company is when a company ends its corporate existence through a formal process of winding-up or liquidation whereby the company is legally dissolved. The methods of ending a company’s existence are either a members’ voluntary winding up, a creditors’ voluntary winding up, or a compulsory Court winding up/liquidation.

Please see the 'Company Law and You' Section of this website for further information and related publications
The essential feature of a members’ voluntary winding up is that the company must be solvent and it is usually carried out with little or no recourse to the courts. The process is commenced by a special resolution of the company in general meeting at which a liquidator is appointed. A vital element of a members’ voluntary liquidation is the declaration of solvency which must be made by the directors, or a majority of the directors at a board meeting within 28 days of the date that the resolution to wind up is passed. The declaration of solvency is a sworn statement to the effect that the directors have made a full enquiry into the affairs of the company and that having done so, they are of the opinion that the company will be able to pay its debts in full within at least 12 months from when the winding up commences.

Details of the process and the statutory filing requirements are available on the CRO website.
If a company is insolvent the members of the company can elect at a meeting to wind up the company by way of ordinary resolution. The principal difference between a members’ and a creditors’ voluntary winding up is that the creditors can choose the liquidator. A publicly advertised meeting of the company’s creditors must be called for the day of the members’ meeting to wind up the company or the following day. The directors must prepare and present to the meeting a full statement of the company’s affairs, together with a list of the creditors and the estimated amounts of their claims. The liquidator will call any subsequent meetings and will present his final account before the final meeting of members and creditors. The company will be deemed to be dissolved, three months following delivery of the liquidator’s final account and a return of this final meeting to the CRO.

Details of the process and the statutory filing requirements are available on the CRO website.
The High Court can order the winding up of a company on a number of grounds and the most distinctive feature of winding up by Court Order is that the liquidation can be imposed on the company. The grounds on which the Court may order the winding up of a company include where a company is unable to pay its debts, where the company has by special resolution resolved that the company be wound up by the Court, where the company has not commenced business within one year of its incorporation, or where the company’s affairs are being conducted in an manner oppressive to any member.

Details of the process and the statutory filing requirements are available on the CRO website.
A company is deemed to be unable to pay its debts when a creditor is owed in excess of €1,270 and has served a written demand on the company to pay the debt and the company has for three weeks failed to pay the sum due, or when a creditor has obtained a judgement for a debt but has been unsuccessful in attempting to have it executed by the sheriff, or when it is otherwise proved to the satisfaction of the Court that the company is unable to pay its debts.
liquidator is the person appointed to wind up the company and whose principal function is to dispose of the company’s assets, pay or settle its debts and distribute any surplus to its members. When a company is in liquidation, the liquidator usually takes over the powers of the directors.
receiver is the person appointed by the Court to sell a particular company asset on behalf of a lender who was promised the asset as collateral against a loan. In receivership, the company’s powers and the authority of its directors are suspended in relation to the assets affected by the receivership.
An examiner is a person appointed to a company by the Court to assess the company’s position and prepare a rescue plan for the company
Examinership is a process whereby a company can be placed under the protection of the Court for a period of about 70 days. The effect of examinership is that a liquidator or receiver cannot be appointed to the company. Creditors cannot act to recover their debts without High Court consent; and legal proceedings against the company can only be initiated with the Court’s consent.

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ODCE Information Notice I/2014/1

The ODCE has issued this Information Notice on the Companies (Miscellaneous Provisions) Act 2013.

 

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