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 Act. 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
The Companies Act 2014 introduced changes to the winding-up process and introduced qualification requirements for acting as a liquidator.
Under sections 633 and 634 of the Companies Act 2014, certain qualifications are set out for the appointment as liquidator.
The requirement for such qualification is overseen by the Irish Auditing and Accountancy Standards Authority. The CRO cannot answer any questions regarding the qualifications. Please contact IAASA regarding this process.
There are five general categories for appointment.
1. Member of prescribed accountancy body
2. Practising solicitor
3. Member of other professional body recognised by IAASA
4. Person qualified under the laws of another EEA State
5. Persons with practical experience of windings up and knowledge of relevant law.
Section 839 of the Act states that the court may order that any person disqualified by the High Court may not act as a liquidator.
Under section 635 certain persons are disqualified from acting as a liquidator.
635.—(1) None of the following persons shall be qualified to be appointed or act as liquidator of a company—
(a) a person who is, or who within the period of 24 months before the date of the commencement of the winding up has been, an officer or employee of the company;
(b) except with the leave of the court, a parent, spouse, civil partner, brother, sister or child of an officer of the company;
(c) a person who is a partner or in the employment of an officer or employee of the company;
(d) a person who is an undischarged bankrupt;
(e) a person who is not qualified by virtue of a preceding provision 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.
(2) References in subsection (1) to—
(a) a child of an officer shall be deemed to include a child of the officer’s civil partner who is ordinarily resident with the officer and the civil partner;
(b) an officer or employee of the company include a statutory auditor of the company.
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 669 Companies Act 2014. Form E669 should be submitted forthwith and the order should be submitted when available. Form E669 has a filing fee of €15.