Ireland · Winding up, strike off and restoration

Realisation of assets, the statement of affairs, related company contribution and antecedent transactions

the Companies Act 2014 · sections 592 to 596, 599 to 602, 604, 606, 607 and 615

The opening filings are short and they are the liquidator's, not the company's. In a voluntary winding up, the liquidator must deliver notice of appointment to the Registrar within 14 days after the date of appointment (section 592(1)). The statement of affairs must be filed within 21 days after the relevant date, or within such extended time as the court may appoint for special reasons (section 593(5)), and the persons who made it must serve a copy on the liquidator in the manner section 594(2) requires.

The look-back periods differ by counterparty and that is where directors are caught. An act to which section 604(2) applies, done with a view to giving a creditor or a surety or guarantor the preference the subsection describes, is vulnerable. Where the act was in favour of a connected person and was done within 2 years, or such longer period as the court considers just and equitable, section 604(4) applies instead. A payment that looks routine to the board looks different when the counterparty is connected.

Sections 592 to 596 govern the conduct of the winding up on appointment, the statement of affairs and the persons who must make it. Sections 599 to 602 govern the contribution that may be required from a related company and the pooling of the assets of related companies, and notice of an application under section 600 must be served on every company specified in the application and on such other persons as the court directs (section 600(8)).

Sections 604, 606 and 607 govern unfair preference and execution against the company. Section 615 governs the disclaimer of onerous property, and the liquidator is not entitled to disclaim in the case section 615(7) describes, where an application in writing has been made to the liquidator by a person with the interest the subsection identifies.

Working files 97, 98 and 99 of the IE-COMPANY agent toolkit cover this situation. Working file 97 works through notice of appointment and the statement of affairs, with the dates of each. Working file 98 works through realisation of assets, contribution by related companies and the pooling of assets. Working file 99 works through unfair preference, execution against the company and the disclaimer of onerous property, asking for the date and the counterparty of every transaction in the look-back periods.

• Working file 97 · Conduct of the winding up: notice of appointment and the statement of affairs
• Working file 98 · Realisation of assets, contribution by related companies and pooling of assets
• Working file 99 · Unfair preference, execution against the company and disclaimer of onerous property

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 members' voluntary winding up and the final dissolution
• A creditors' voluntary winding up and the final meetings
• 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 →