Members Voluntary Winding Up
For members to voluntarily wind up their company as a Members Voluntary Winding Up, a declaration of solvency and special resolution must be submitted.
A majority of the directors must make a statutory declaration that, having made a full enquiry into the affairs of the company, they are of the opinion that the company will be able to pay its debts in full within a period not exceeding 12 months from the commencement of the winding up (on the form 12 - E1).
Within 28 days of the making of the declaration of solvency, the members must pass a special resolution to wind up and appoint a liquidator. The resolution to wind up must be advertised in Iris Oifigiúil within 14 days after the passing of the resolution.
Statutory requirements - Forms to be submitted
Initially, the Declaration of Solvency (Form E1/12) must be submitted, a special resolution to wind up and appoint a liquidator (Form G1), and a Notice of appointment of liquidator (Form E2), must also be filed with the CRO. Forms E1, E2 and G1 have filing fees of €15 each.
It is very important to complete the Form 12 (E1) correctly as the company will have to go to the High Court for direction if the declaration is ineffective. See Declaration Form 12 page.
Form E3, liquidator's account of his/her dealings - is not required if the winding up continues for a period of less than 12 months. However, if the winding up continues for a longer period, a Form E3 must be filed for the first 12 months, and for every period, of exactly 12 months during the winding up. Any lesser period covering up to the date of the final meeting doesn't require the submission of an additional Form E3. Form E3 has a filing fee of €15.
Forms 22(E4) and 23 (E4), liquidator's affidavit and section 306 accounts - are not required if the winding up continues for a period of less than two years. However, if the winding up continues for longer, Forms 22 and 23 (the latter in duplicate) must be filed for the initial period of two years, and each subsequent six-month period, and any lesser period, up to the date of the close of winding up (date of final meeting on Form 13). Form 22 has a filing fee of €15. Form 23 has no fee as it is submitted together with the Form 22.
Form 13(E6), Return of the final winding up meeting must be accompanied by a full statement of account spanning the duration of the liquidation - Form 14 (E5). Forms 13(E6) and 14(E5) have filing fees of €15 each.
Link to Forms Page E1- E6 Link to Forms Page G1
Three months after the date of registration of the final documents - forms 13 and 14, the company is deemed to be dissolved. The dissolution can be voided within 2 years under section 310 of the Companies Act 1963. A copy of the court order must be sent to the CRO (with the filing fee €15) and the status of the company is then returned to Liquidation.
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