Receivership

Receivership

A receiver may be any person who is neither a body corporate nor an undischarged bankrupt. He/she may be appointed by the Court or out of Court to act as receiver of the property of a company. He/she will apply its benefits, rights, interests, as directed and will account for his/her receipts and payments during the period of her/his appointment. The duties of a receiver are normally set out in the instrument under the terms of which he/she is appointed.

Statutory requirements

A notice of appointment of receiver (Form E8) must be filed with the CRO within seven days of appointment and must also be published in Iris OifigiúilLinks to external website.

Once a receiver is appointed all invoices, orders for goods and business letters issued by or on behalf of the company must contain a notice to that effect.

Where a receiver is appointed on behalf of debenture holders, who are secured by a floating charge, a statement of the company's affairs (Form E10) must be submitted to the receiver who must file a copy of same with the CRO.

The receiver must file abstracts of her/his receipts and payments on Form E9, for each six-month period from the date of her/his appointment, and any lesser final period up to the date he/she ceases to act. A notice of ceasing to act must then be filed on Form E11.

All receivership documents have filing fees of €15.

Upon cessation, unless the company is already in liquidation, a statement by the receiver, is required under Section 430 of the Companies Act 2014, to assert whether, at the date of cessation, the company was solvent. This statement is filed with the final receivers abstract. This statement is forwarded by the CRO to the Office of the Director of Corporate Enforcement.Links to external website

Link to Forms Page

Change of Company Status Description on the Register

 
From Wednesday 22 March 2017 use of the following Company Status Description on the Register is discontinued:-

Receivership

“Receivership” means that Form E8 (Notice of Appointment of Receiver) per S436 CA 2014 has been filed with the CRO in respect of part or all of the property of the company, which property may or may not be beneficially owned by the company. Please refer to the relevant E8 form(s) for further information.” The Status Description above is being replaced with the Status Description “ Normal”.

Receiver/Liquidator

With effect from the same date the Status Description “Receiver/Liquidator” is being replaced with the Status Description “Liquidation”

Companies in respect of which a Form E8 (Notice of Appointment of Receiver) has been filed have a Note on the company record which indicates as follows:-

“Form E8 (Notice of Appointment of Receiver) per S436 CA 2014 has been filed with the CRO in respect of part or all of the property of the company, which property may or may not be beneficially owned by the company. Please refer to the relevant Form(s) E8 for further information.”

The status description of all such companies is changed to “normal”.

These changes to the Register are to give effect to an Order of the Court as a result of litigation brought by a company, Independent Trustee Company Limited (“ITC”) to prevent the Registrar from registering the Notice of Appointment of a Receiver and altering the status of ITC from “normal” to “Receivership”. ITC further sought a declaration that provisions of the Companies Acts relating to notification of the appointment of a receiver should not apply to it because it was a trustee company and had no beneficial interest in the property over which the receiver was appointed. The company’s claims were dismissed by Justice Hunt in his Judgment of 16 January 2015.

http://www.courts.ie/Judgments.nsf/09859e7a3f34669680256ef3004a27de/aecf5fde9de1a09980257dd6003cde80?OpenDocument  

The company appealed to the Court of Appeal. The Court of Appeal, in its Judgment dated 21 October 2016, upheld the ITC’s appeal in part. The Court found that the Registrar is entitled to register the E8 received in respect of the receivers appointed but the Registrar is not permitted to change the status of ITC from “normal” to “receivership”. The Court found the designation of “receivership” implied incorrectly that there has been a change in the corporate status of a company by reason of the appointment of a receiver to a part of the property of ITC. The Court upheld the Registrar’s authority to summarise in a clear way the fact of notifications including that of the appointment of a receiver to all or part of the property of a company (including that of which it is the legal owner and holds on trust) and in the summary to direct a person to the form of notification for the relevant details.

http://www.courts.ie/Judgments.nsf/09859e7a3f34669680256ef3004a27de/8966c4ce28b2406d8025804b004bd803?OpenDocument  

Receivers and form B2

A receiver is not an officer of a company but instead is appointed over the relevant property of the company and accordingly has no authority to sign statutory filings with CRO on behalf of a company - for instance a B2 to change the registered office.

Statutory filings on behalf of companies are required to be signed by a director or secretary of the company or where the company is in liquidation, by the liquidator of the company. The only exception to this is NAMA-appointed receivers ('statutory receivers') - under the NAMA legislation, statutory receivers are given power to notify CRO of a change in the registered office of any company over whose property he/she has been appointed as statutory receiver.

A B2 signed by a statutory receiver notifying a change in the registered office of the company over whose property he/she has been appointed receiver is registrable by CRO on that basis.