Removal and resignation of a Liquidator

Removal

Members’ voluntary winding up
Subsequent to the appointment of a liquidator of a company under section 583 in a members’ voluntary winding up, the company, in general meeting, may, at a meeting convened for that purpose 

  • remove the liquidator;
  • appoint a liquidator to replace or act with the existing liquidator; or
  • appoint a liquidator to fill a vacancy in the office of liquidator.

A general meeting of the company for the purpose of removing or appointing to replace or act with the existing liquidator, may be convened, on 10 days’ notice to the members of it, by –

  • any member of it with the written authority of not less than one tenth in number of the members; or
  • an existing liquidator;
  • or for the purpose of appointing a liquidator to fill a vacancy in the office, may be convened, on 10 days’ notice to the members of it, by –

    (i) any member of it with the foregoing written authority;
    (ii) an existing liquidator; or
    (iii) any contributory.

The powers conferred on the company shall be subject to any order the court may make with regard to the matter on application to it by any contributory or an existing liquidator.

A liquidator can resign from the company and files Form E2a with the CRO. Form E2b should be filed for the removal of a liquidator and Form E2c completed for the appointment of the replacement liquidator. 

Creditors’ voluntary winding up.

This section applies at any time subsequent to the appointment of a liquidator of a company under section 588 in a creditors’ voluntary winding up. Where this section applies, the creditors may, at a meeting convened for that purpose, by resolution of a majority, in value only, of the creditors present
personally or by proxy and voting on the resolution, exercise the following powers.

Those powers of the creditors are to – 

  • remove the liquidator;
  • appoint a liquidator to replace or act with the existing liquidator;
  • appoint a liquidator to fill a vacancy in the office of liquidator.

A meeting of the creditors of the company may be convened, on 10 days’ notice to the creditors, by any creditor of it with the written authority of not less than one tenth in value of the creditors or an existing liquidator. The powers conferred on the creditors shall be subject to any order the court may make with regard to the matter on application to it by any creditor or an existing liquidator.

A liquidator can resign from the company and files Form E2a with the CRO. Form E2b should be filed for the removal of a liquidator and Form E2c completed for the appointment of the replacement liquidator. 

Court Wind Up 
In any winding up, the court may, on the application by a member, creditor, liquidator or the Director of Corporate Enforcement or on its own motion –

• appoint a liquidator if from any cause whatever there is no liquidator acting;
• on cause shown, remove a liquidator and appoint another liquidator. Where the court makes an order, it may give such consequential directions, including directions as to the delivery and transfer of the seal, books, records and any property of the company, as it thinks fit. 

Resignation of liquidator

In any winding up, a liquidator may resign from office. Where a liquidator resigns, he or she shall give notice in writing of that fact, within 2 days after the date of resigning, to the Registrar (using the Form E2a) and the Director of Corporate Enforcement and, within 14 days after the date of resigning

(a) in the case of a winding up by the court, to the court and –
(i) if a committee of inspection has been appointed – to the members of that committee; or
(ii) if no committee of inspection has been appointed – to the creditors of the company;

(b) in the case of a creditors’ voluntary winding up –
(i) if a committee of inspection has been appointed – to the members of that committee; or
(ii) if no committee of inspection has been appointed – to the creditors of the company; or
(c) in the case of a members’ voluntary winding up – to the members of the company.

Form E2A - Notice of Resignation as liquidator
If the liquidator has resigned under section 635(5) (using Form E2a), notice may also be required to be sent to the IAASA. Section 635 relates to specific disqualification from acting as liquidator. The notice is necessary if the person had been authorised pursuant to paragraph 5 of the Table to section 633 to be appointed as a liquidator. 

Notifications and filings of appointments and removals.

The chairperson of any meeting at which a liquidator is appointed or removed shall, following the meeting, forthwith deliver to the liquidator notice in writing of the liquidator’s appointment or removal, unless the liquidator or his or her duly authorised representative is present at the meeting where the resolution concerned was passed.  In default of election of a chairperson by the meeting, the person who shall be chairperson of that meeting shall be the person who was the signatory or the first signatory, as the case may be, on the notice by which the meeting was called. The chairperson of a meeting at which a liquidator is removed shall, following the meeting, forthwith deliver to the Registrar Form E2b for the removal of a liquidator and form E2c completed for the appointment of a second liquidator.

Form E2 (Notice of Appointment - Members or Creditors Liquidation)
The liquidator, following receipt of notice of his or her appointment (in a members or creditors voluntary winding up), shall forthwith deliver to the Registrar notice of his or her appointment in the form E2. This form should be submitted within 14 days of the appointment. In a court liquidation, there is no need to submit a form E2. Instead, a copy of the court order is submitted.

Court Order (Notice of Appointment - Court liquidation)
Where an order is made appointing or removing a liquidator -

  • the applicant for the order; or
  • in a case where the order is made by the court of its own motion, such officer of the court as may be prescribed, shall, following the making of the order, forthwith deliver or cause to be delivered to the liquidator notice in writing of the liquidator’s appointment or removal, unless the liquidator or his or her duly authorised representative is present in court when the order is made. 

Where an order is made appointing or removing a liquidator, such officer of the court as may be prescribed shall, following the making of the order, forthwith cause the Registrar to be furnished with such particulars of the order as may be prescribed.

Link: Forms