Creditors Voluntary Winding Up
In a creditors' winding up the company is obliged to summon a meeting of the creditors. The creditors must receive at least ten days notice and their meeting must be held on the same day or the day after the meeting of the members at which the resolution for voluntary winding up is to be proposed.
Notice of the meeting must be advertised at least ten days before the date of the meeting, in two daily newspapers circulating in the district of the registered office of the company. The creditors have the right to supervise the conduct of the liquidation. A committee of inspection may be appointed by the creditors at their meeting for this purpose. The members and the creditors must be summoned to all meetings called by the liquidator. The resolution to wind up, passed by the company, must be advertised in Iris Oifigiúil within 14 days after the passing of the resolution.
Forms to be filed with the CRO.
In a creditors' winding up, anordinary resolution of the company to wind up and appoint a liquidator (Form G2), a notice of appointment of liquidator (Form E2) and a creditors resolution, or a notice that no resolution was passed at the creditors' meeting, must be filed with the CRO.
The liquidator must summon meetings of the members and creditors at the end of each year, to give an account of his/her acts and dealings and the conduct of the winding up. Details of the meeting must be delivered to the CRO on Form E3.
Form E3, Liquidator's account of his/her acts and 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 thereafter. Any lesser period to the date of the final meeting need not be covered by a form E3.
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 the final meeting on Form 13a(E7)).
Form 13A (E7), Return of the final members and creditors meetings is submitted at the completion of the liquidation and is accompanied by a full statement of account spanning the duration of the liquidation (Form 14(E5)).
Forms E2, E3, G2, 13a (E7) and 14(E5) have filing fees of €15 each. Form 22(E4) also has a filing fee of €15 and is accompanied by Form 23 (E4) which has no fee.
Link to Forms Page E2 - E7 Link to Forms Page G1-G2
Three months after registration of the final documents -13a(E7) and 14(E5), 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.
Please see also:
Link to Disqualified/Restricted Persons Search.
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