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. Please also see Leaflet No. 38 – regarding Liquidations.
A majority of the directors must make a 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. Within 30 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. Resolutions should clearly state the full name and address of the liquidator.
There are two methods for drafting a Declaration of Solvency, one under the Summary Approval Procedure (s.207/579) and the other where the constitution of the company allows for it (s.580).
Statutory requirements - Forms to be submitted
Following the Summary Approval Procedure, the Declaration of Solvency (Form E1-SAP) 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-SAP, E2 and G1 have filing fees of €15 each. The declaration of solvency must be received within 21 days of the resolution being passed
It is very important to complete the Form E1_SAP correctly as the company will have to go to the High Court for direction if the declaration is ineffective.
Following the section 580 Procedure, the Declaration of Solvency (Form E1-41) must be submitted, an ordinary resolution to wind up and appoint a liquidator (Form G2), and a Notice of appointment of liquidator (Form E2), must also be filed with the CRO. Forms E1-41, E2 and G2 have filing fees of €15 each. The declaration of solvency must be received within 14 days of the resolution being passed.
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.
Form E4, liquidator's statement of account under section 681 - is not required if the winding up continues for a period of less than 12 months. However, if the winding up continues for longer, Form E4 must be filed for the initial period of 12 months, 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 E6). Form E4 has a filing fee of €15.
Form E6, Return of the final winding up meeting must be accompanied by a full statement of account spanning the duration of the liquidation - Form E5. Forms E6 and E5 have filing fees of €15 each. Link to Forms page.
3 Months after the date of registration of the final documents - forms E5 and E6, the company is deemed to be dissolved. The dissolution can be voided within 2 years under section 708 of the Companies Act 2014. 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.