Ireland · Winding up, strike off and restoration

Conduct of the winding up: annual meetings, progress reports, meetings and offences

the Companies Act 2014 · sections 677, 680 to 683, 687, 689, 691 to 694, 696 to 698, 700 to 702, 711, 723 and 724

A liquidation that runs past its first anniversary acquires an annual cycle. If a members' voluntary winding up continues for more than 12 months, then after the first anniversary of commencement and after each subsequent anniversary the liquidator must act as section 680(1) and (2) require, and must send a copy of the account to the Registrar within 7 days after the date of the meeting (section 680(3)). Section 680(4) and (5) impose the equivalent cycle on a winding up by the court and on a creditors' voluntary winding up.

Meetings in a winding up have their own quorum and adjournment rules. Other than on the election of a chairperson or an adjournment, a meeting may not act for any purpose unless the persons section 697(2) requires are present or represented. Where a meeting is adjourned, the day appointed by the chairperson must be not less than 7 nor more than 21 days after the day from which the meeting was adjourned (section 697(4)).

Sections 677 and 680 to 683 govern the conduct of the winding up, the annual meetings, the progress reports and the report on the conduct of the directors. Section 687 governs the further matters the Part requires the liquidator to address. Sections 689 to 694 and 696 to 702 govern meetings in a winding up: notice, location, costs, the chairperson, quorum, entitlement to vote, adjournment and proxies.

The liquidator must forward to the Registrar a copy, certified by the liquidator, of every resolution of a meeting of creditors, contributories or members within 14 days after the date of the meeting (section 696(1)). Every instrument of proxy must be lodged in the place section 702(1) specifies for the kind of winding up in question. Sections 711, 723 and 724 govern publication under the Insolvency Regulation, which is effected by the liquidator (section 711(2)), and the offences committed by officers in a liquidation.

Files 107, 108, 109 and 112 of the IE-COMPANY package cover this situation. File 107 works through the annual meetings, the accounts, the progress reports and the report on the directors. File 108 works through the notice, location, costs and chairing of meetings. File 109 works through quorum, entitlement to vote and proxies. File 112 works through publication under the Insolvency Regulation and the offences the Part creates for officers in a liquidation.

This situation is covered by these files from the pack IE-COMPANY

• File 107 · Conduct of the winding up: annual meetings, progress reports and the report on directors
• File 108 · Meetings in a winding up: notice, location, costs and the chairperson
• File 109 · Meetings in a winding up: quorum, entitlement to vote and proxies
• File 112 · Publication under the Insolvency Regulation and offences by officers in a liquidation

ComplianceSME tracks the Companies Act 2014 and issues update files through the membership, so that you are never working from a superseded version. Membership

• Voluntary strike off and restoration to the register
• Investigations, production of books and compliance orders
• Restriction and disqualification of directors
• The designated activity company
• The company limited by guarantee
• Unlimited companies: private, public and public unlimited without share capital
• Re-registering as another type of company
• Forming a public limited company and the trading certificate
• PLC share issues, payment and non-cash consideration
• Disclosing an interest in a PLC's shares
• A PLC acquiring its own shares and making a distribution
• The PLC board, serious loss of capital and other PLC requirements
• A merger involving a public limited company
• A division involving a public limited company
• The traded PLC: general meetings and shareholder rights
• Shareholder identification, intermediaries, institutional investors and proxy advisors
• Remuneration policy, related party transactions and the corporate governance statement
• External companies: registering an Irish branch
• Registering an existing body or joint stock company as a company
• Public offers of securities and the minimum subscription
• Investment companies, umbrella funds and migration
• Foreign insolvency judgments, partnership size limits and signing by credit institutions
• Reports on payments to governments
• The statutory audit regime and public-interest entities

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