A company can be wound up by:
- resolution of the Members following the making of a declaration of solvency;
- A resolution of the members ratified by the Creditors;
- An order of the Court.
In the majority of cases, a liquidator is appointed and is obliged to file accounts under the provisions of the Companies Acts. The company is dissolved with an effective date three months from the date of registration of the final documents, or when the court orders its dissolution after winding up by an official liquidator.
Appointment as Liquidator
Who can be liquidator to a company? The answer lies in sections 183 of the Companies Act 1963, section 300 and section 300a as inserted by section 146 of the Companies Act 1990 and section 160 of the Companies Act 1990.
The Act doesn't state who can be liquidator but rather sets out who cannot be liquidator. Section 183 prevents an undischarged bankrupt from acting as a liquidator, without leave of the High Court. Section 160 of the 1990 act states that the court may order that any person disqualified by the High Court may not act as a liquidator.
Section 300 of the 1963 act states that a body corporate cannot be appointed as liquidator. Section 300a as inserted by section 146 of the 1990 act lists those who cannot be appointed liquidator.
300A.-(1) None of the following persons shall be qualified for appointment as liquidator of a company-
- a person who is, or who has within 12 months of the commencement of the winding up been, an officer or servant of the company;
- except with the leave of the court, a parent, spouse, brother, sister or child of an officer of the company;
- a person who is a partner or in the employment of an officer or servant of the company;
- a person who is not qualified by virtue of this subsection for appointment as liquidator of any other body corporate which is that company's subsidiary or holding company or a subsidiary of that company's holding company, or would be so disqualified if the body corporate were a company.
References in this subsection (300a) to an officer or servant of the company include references to an auditor.
Annulling the Winding Up
The resolution to wind up the company once passed can be annulled only by the High Court. In order for the company to return to a Normal status and recommence trading, a copy of the court order must be submitted. A court order has a filing fee of €15.
In a court winding up, the order may be granted under section 234 and in a voluntary winding under section 280 of the Companies Act 1963, which states -
The liquidator or any contributory or creditor may apply to the court to determine any question arising in the winding up of a company, or to exercise in relation to the enforcing of calls or any other matter, all or any of the powers which the court might exercise if the company were being wound up by the court.
(2) The court, if satisfied that the determination of the question or the required exercise of power will be just and beneficial, may accede wholly or partially to the application on such terms and conditions as it thinks fit or may make such other order on the application as it thinks just.
(3) An office copy of an order made by virtue of this section annulling the resolution to wind up or staying the proceedings in the winding up shall forthwith be forwarded by the company to the registrar of companies for registration.
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