Ireland · Winding up, strike off and restoration

A members' voluntary winding up: the declaration of solvency, the liquidator and dissolution

the Companies Act 2014 · sections 567, 571, 579 to 584, 704 and 705

The declaration of solvency is a dated document with a fixed window. It has no effect for the purposes of the Part unless it is made at a meeting of the directors held not earlier than 30 days before the date section 580(3)(a) or (b) identifies, depending on whether a meeting or the written means is used. The company must then deliver a copy of the declaration to the Registrar within 14 days after the commencement of the members' voluntary winding up (section 580(5)).

The final stage carries its own notice period. The final meeting must be called by giving at least 28 days' written notice to the members (section 705(3)). Within 7 days after the date of that meeting, the liquidator must send the Registrar a copy of the account and make a return of the holding of the meeting (section 705(4)). Where the court makes an order under section 704(4), a certified copy must be forwarded to the Registrar within 21 days after the date it was made (section 704(5)).

Sections 567, 571 and 579 to 584 govern the circumstances in which a company may be wound up voluntarily, the declaration of solvency, the appointment of the liquidator in a members' voluntary winding up and the effect of the declaration on the character of the liquidation. An application under section 567(6) must be made within 30 days after the date of the judgment or order given in favour of the Authority (section 567(7)).

Sections 704 and 705 govern completion and dissolution. If the liquidator forms the view during the winding up that the company will not be able to pay its debts in full, the character of the liquidation changes and the creditors' voluntary regime takes over, so the declaration is a statement about the future that has to be revisited.

Working files 95 and 110 of the IE-COMPANY agent toolkit cover this situation. Working file 95 works through the declaration of solvency, the directors' meeting, the 14-day filing and the appointment of the liquidator. Working file 110 works through completion: the final account, the 28-day notice of the final meeting, the 7-day return to the Registrar and the dissolution itself.

• Working file 95 · Members' voluntary winding up: the declaration of solvency and the liquidator's appointment
• Working file 110 · Completion of a members' voluntary winding up and dissolution

ComplianceSME tracks the Companies Act 2014 and updates the toolkit on your account through the Compliance Complete account, so that you are never working from a superseded version. Compliance Complete

• A creditors' voluntary winding up and the final meetings
• Realising the assets, the statement of affairs and antecedent transactions
• Paying the creditors: preferential payments and unclaimed dividends
• The liquidator: qualification, appointment, powers and remuneration
• Contributories, the committee of inspection and the court's powers
• Running the winding up: annual meetings, progress reports and offences
• Voluntary strike off and restoration to the register

The Irish library holds all 75 situations →