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
Where the problem is
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.
What the Companies Act 2014 requires
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.
The tool that solves it
Files 97, 98 and 99 of the IE-COMPANY package cover this situation. File 97 works through notice of appointment and the statement of affairs, with the dates of each. File 98 works through realisation of assets, contribution by related companies and the pooling of assets. 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.
This situation is covered by these files from the pack IE-COMPANY
- File 97 · Conduct of the winding up: notice of appointment and the statement of affairs
- File 98 · Realisation of assets, contribution by related companies and pooling of assets
- File 99 · Unfair preference, execution against the company and disclaimer of onerous property
Files for this situation
Free · this situation only
The working files named above cover this situation. You take them from your free ComplianceSME account when this situation arises, and you come back to the site for the next situation.
You take the starter pack first: PRINT_ME_FIRST.pdf, the training file T_TRAIN, the four volumes of the reference file T_HELP, and File 1, which builds the ENTITY_PASSPORT.md that the other files require. The situations open in your account once you have taken the starter pack.
Take the files for this situationThe free system
Free · with a free account
The ComplianceSME system for the Companies Act 2014 is free. It needs a free ComplianceSME account and runs inside your own Claude account. It holds 215 working files, the training file, the reference file in four volumes, the regulation analysis, the final review with the gap analysis, and the report assembly. You take the starter pack first, and after that the files for one situation at a time, as each situation arises.
The starter pack holds PRINT_ME_FIRST.pdf, the training file T_TRAIN, the four volumes of the reference file T_HELP, and File 1, which builds the ENTITY_PASSPORT.md that every other working file requires. Print PRINT_ME_FIRST.pdf and read it before any other file.
The system runs in your own Claude account. Upload the files, type START, and the system asks you one question at a time until it has built your documentation, citing the section at every point.
Take the starter packComplianceSME tracks the Companies Act 2014 and issues update files through the membership, so that you are never working from a superseded version. Membership