Legalize / Ireland / Act

Companies Act 2014

Type Act

Publication 2014-12-23

Last updated 2026-07-15

State Partially repealed

Text Latest available text

Source Irish Statute Book

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articles 1871

This is the most recent text the official source publishes. It is not a snapshot of the law as it stood on the date of each change.

87 amending acts · 2026-07-15, NATIONAL TREASURY MANAGEMENT AGENCY (MISCELLANEOUS PROVISIONS) ACT 2026

Act to consolidate, with amendments, certain enactments relating to companies and to provide for related matters

Reform history JSON API

(7) Section 210 (civil sanctions where opinion as to solvency stated in declaration without reasonable grounds) shall apply in relation to a declaration referred to in section 580(2) and, for this purpose, references in section 210 to the opinion referred to in section 203(1)(f), 204(1)(f), 205(1)(c), 206(1)(b) or 207(1)(b) shall be read as references to the opinion referred to in section 580(2).

583. Power of company to appoint liquidators

583. The company in general meeting shall appoint one or more liquidators for the purpose of winding up the affairs and distributing the assets of the company.

584. Duty of liquidator to call creditors’ meeting if of opinion that company unable to pay its debts

584. (1) If the liquidator is at any time of the opinion that the company will not be able to pay or discharge its debts and other liabilities in full within the period stated in the declaration concerned referred to in section 207 or 580(2), as the case may be, the liquidator shall—

(a) summon a meeting of creditors for a day not later than the 14th day after the day on which he or she formed that opinion,

(b) send notices of the creditors’ meeting to the creditors by post not less than 10 days before the day on which that meeting is to be held,

(c) cause notice of the creditors’ meeting to be advertised, at least 10 days before the date of the meeting, once in Iris Oifigiúil and once at least in 2 daily newspapers circulating in the locality in which the company’s principal place of business in the State was situated during the relevant period, and

(d) during the period before the day on which the creditors’ meeting is to be held, furnish creditors free of charge with such information concerning the affairs of the company as they may reasonably require,

and the notice of the creditors’ meeting shall state the duty imposed by paragraph (d).

F462[(1A) F463[…]

(1B) F463[…]]

(2) The liquidator shall also—

(a) make out a statement in the prescribed form as to the affairs of the company, including a statement of the company’s assets and liabilities, a list of the outstanding creditors and the estimated amount of their claims,

(b) lay that statement before the creditors’ meeting, and

(3) As from the day on which the creditors’ meeting is held under this section, this Act shall have effect as if—

(a) without prejudice to the powers of the court under section 582(2), the directors’ declaration referred to in section 207 or 580(2), as the case may be, had not been made, and

(b) the creditors’ meeting and the company meetings at which it was resolved that the company be wound up voluntarily were the meetings mentioned in section 587,

and, accordingly, the winding up shall become a creditors’ voluntary winding up and any appointment made or committee established by the creditors’ meeting shall be deemed to have been made or established by the creditors’ meeting so mentioned.

(4) The appointment of a liquidator at a meeting called under this section shall not, subject to subsection (5), affect the validity of any action previously taken by the liquidator appointed by the members of the company.

(5) Where—

(a) the creditors appoint a liquidator at a meeting called under this section, and

(b) there is a dispute as to any or all of the costs, charges or expenses incurred by, the liquidator appointed by the members of the company,

the liquidator appointed by the creditors, or any creditor, may apply to the court to determine the dispute and the court may, on such application, make such order as it thinks fit.

(6) Nothing in this section shall read as taking away any right in this Act of any person to present a petition to the court for the winding up of a company.

(7) If the liquidator fails to comply with subsection (1), he or she shall be guilty of a category 3 offence.

(8) In this section “relevant period” means the period of 6 months immediately preceding the day on which were sent the notices summoning the company meeting at which it was resolved that the company be wound up voluntarily.

CHAPTER 4 Creditors’ voluntary winding up

585. Application of Chapter

585. Save to the extent that the provision expressly provides otherwise, each provision of this Chapter applies only to a creditors’ voluntary winding up.

586. Resolution for and commencement of creditors’ voluntary winding up

586. (1) A company may be wound up voluntarily as a creditors’ voluntary winding up.

(2) A winding up of a company as a creditors’ voluntary winding up pursuant to subsection (1) may be initiated by the company in general meeting resolving that it cannot by reason of its liabilities continue its business, and that it be wound up as a creditors’ voluntary winding up.

(3) A company shall be wound up as a creditors’ voluntary winding up—

(a) if a creditors’ meeting is held in accordance with section 584 in relation to the company, or

(b) if the court makes an order under section 582(2) in relation to the company, or

(i) a special resolution referred to in section 202(1)(a)(i) — where the Summary Approval Procedure is purported to be employed, or

(ii) the resolution referred to in section 580(1) — where the procedure there mentioned is purported to be employed,

is purported to be passed, the declaration referred to in section 207 or 580(2) is not made in accordance with the relevant provisions of Chapter 7 of Part 4 or section 580, as the case may be.

(4) Where a company has passed a resolution for it to be wound up as a creditors’ voluntary winding up, it shall, within 14 days after the date of the passing of the resolution, give notice of the resolution by advertisement in Iris Oifigiúil.

(5) If default is made in complying with subsection (4), the company concerned and any officer of it who is in default shall be guilty of a category 3 offence.

(6) For the purposes of subsection (5), the liquidator of the company shall be deemed to be an officer of the company.

587. Meeting of creditors

587. (1) The company shall cause a meeting of the creditors of the company (the “creditors’ meeting”) to be summoned for the day, or the day next following the day, on which there is to be held the meeting at which the resolution for a creditors’ voluntary winding up is to be proposed.

(2) For that purpose, the company shall send to each creditor, at least 10 days before the date of the creditors’ meeting, notice in writing of such meeting.

(3) The notice required by subsection (2) shall—

(a) state the date, time and location of the creditors’ meeting,

F464[(aa) F465[…]]

F466[(ab) inform the creditors of the company of their power to appoint a committee of inspection under section 667,]

(b) state the name and address of the person at that time proposed for appointment as liquidator, if any, and

(i) attach a list of the creditors of the company, or

(ii) notify the recipient of his or her rights under subsection (4), together with details of the location at which the list of creditors of the company may be inspected.

(4) A creditor who has not been provided with a copy of the list of the creditors of the company under subsection (3)(c)(i) may, at any time prior to the holding of the creditors’ meeting—

(a) having given the company 24 hours notice in writing of his or her intention to do so, inspect during business hours the list of creditors of the company at the registered office of the company, or

(b) request the company in writing to deliver a copy of the list of creditors of the company to him or her, and such a request shall be complied with by the company.

(5) That copy may be delivered by the company to the requesting person by post or, with the consent of the requesting person, in any other manner.

(6) The company shall cause notice of the creditors’ meeting to be advertised, at least 10 days before the date of the meeting, once at least in 2 daily newspapers circulating in the district where the registered office or principal place of business of the company is situate; such notice is not required to include F467[…] the list of creditors attached, pursuant to subsection (3)(c)(i), to the notice required by subsection (2).

(7) The directors of the company shall—

(a) cause a full statement of the position of the company’s affairs, together with a list of the creditors of the company and the estimated amount of their claims, to be laid before the creditors’ meeting, and

(b) appoint one of their number to preside at that meeting and it shall be the duty of the director so appointed to attend the creditors’ meeting and preside at it.

(8) In the case of a company having a sole director, subsection (7)(b) shall be read as imposing the duty there provided on that director.

(9) If the meeting of the company at which the resolution for voluntary winding up is to be proposed is adjourned and the resolution is passed at an adjourned meeting, any resolution passed at the creditors’ meeting shall have effect as if it had been passed immediately after the passing of the resolution for winding up the company.

(10) If default is made by the company—

(a) in complying with subsection (1), (2), (3) or (6), or

(b) in permitting an inspection under subsection (4)(a), or

the company and any officer of it who is in default shall be guilty of a category 3 offence.

(11) If default is made by the directors of the company in complying with subsection (7) or by any director in complying with his or her duty under that subsection, the directors or director, as the case may be, shall be guilty of a category 3 offence.

588. Appointment of liquidator

588. (1) The creditors and the company at their respective meetings mentioned in section 587 may nominate a person to be liquidator for the purpose of winding up the company.

(2) Subject to subsection (4), if—

(a) the creditors and the company nominate different persons, the person nominated by the creditors shall be liquidator, and

(b) if no person is nominated by the creditors, the person, if any, nominated by the company shall be liquidator.

(3) Where a person nominated by the company to be liquidator takes office before the creditors make their nomination and a different person is nominated by the creditors, the first-mentioned person shall, by virtue of subsection (2)(a), vacate office on the second-mentioned person’s being nominated but—

(a) this is without prejudice to subsection (4); and

(b) for the period before the holding of the creditors’ meeting under section 587, the first-mentioned person’s powers as liquidator are restricted as provided for in section 630(2).

(4) Where different persons are nominated as liquidator, any director, member or creditor of the company may, within 14 days after the date on which the nomination was made by the creditors, apply to the court for the following order.

(5) That order is an order either—

(a) directing that the person nominated as liquidator by the company shall be liquidator instead of or jointly with the person nominated by the creditors, or

(b) appointing some other person to be liquidator instead of the person nominated by the creditors,

and the court, on the making of an application under subsection (4), may make such an order accordingly.

(6) If at a meeting of creditors mentioned in section 587 a resolution as to the creditors’ nominee as liquidator is proposed, it shall be deemed to be passed when a majority, in value only, of the creditors present personally or by proxy and voting on the resolution have voted in favour of the resolution.

CHAPTER 5 Conduct of winding up

589. Commencement of court ordered winding up

589. (1) Save in a case falling within subsection (2), the winding up of a company by the court shall be deemed to commence at the time of the presentation of the winding-up petition in respect of the company.

(2) Where, before the presentation of a winding-up petition in respect of a company, a resolution has been passed by the company for voluntary winding up, then, despite the fact that that petition is granted, the winding up of the company shall be deemed to have commenced at the time of the passing of the resolution.

(3) In a case falling within subsection (2), unless the court, on proof of fraud or mistake, thinks fit to direct otherwise, all proceedings taken in the voluntary winding up shall be deemed to have been validly taken.

590. Commencement of voluntary winding up

590. A voluntary winding up shall be deemed to commence at the time of the passing of the resolution for voluntary winding up.

591. Copy of order for winding up or appointment to be forwarded to Registrar

591. (1) On the making of a winding-up order—

(a) such officer of the court as may be prescribed or directed by the court shall forthwith cause the Registrar to be furnished with such particulars as may be prescribed of the order, and

(b) a copy of the order shall, save where the company is the petitioner, be served by the petitioner, or such other person as the court may direct, upon the company at its registered office (if any) or, if there is no registered office or notice has not been given to the Registrar of such office, at its principal or last known principal place of business or upon such other person or persons or in such other manner as the court may direct.

(2) In a winding up by the court, on the making of an order appointing a liquidator (other than a provisional liquidator), such officer of the court as may be prescribed shall forthwith cause the Registrar to be furnished with such particulars as may be prescribed of the order.

592. Notice by voluntary liquidator of his or her appointment

592. (1) In a voluntary winding up, the liquidator of the company shall, within 14 days after the date of his or her appointment, deliver to the Registrar a notice of his or her appointment.

(2) Subsection (1) does not apply in the case of an appointment to which section 636 or 637 (subsequent appointments of liquidator) applies; section 643 governs notifications and filings of subsequent such appointments.

(3) The Registrar shall forward a copy of that notice of appointment to the F468[Authority].

(4) If a liquidator of a company fails to comply with subsection (1), he or she shall be guilty of a category 4 offence.

593. Statement of company’s affairs

593. (1) Where the court has made a winding-up order or appointed a provisional liquidator in relation to a company, there shall, unless the court thinks fit to order otherwise and so orders, be made out and filed in the court a statement as to the affairs of the company (the “statement”) in the prescribed form, verified by affidavit.

(2) The statement shall show—

(a) particulars of the company’s assets, debts and liabilities,

(b) the names, residences and occupations of the company’s creditors,

(d) the dates when those securities were respectively given, and

(e) such further or other information as may be prescribed or as the court may require.

(3) The statement shall be so filed and verified by—

(a) subject to paragraph (b), one or more of the persons who are at the relevant date the directors of the company, or

(b) such of the persons mentioned in subsection (4) as the court may require to so file and verify the statement.

(4) The persons referred to in subsection (3)(b) are persons—

(a) who are or have been officers of the company,

(b) who have taken part in the formation of the company at any time within 12 months before the relevant date,

(c) who are in the employment of the company, or have been in the employment of the company within that period of 12 months, and are, in the opinion of the court, capable of giving the information required,

(d) who are or have been within that period of 12 months officers of or in the employment of a company which is, or within that period of 12 months was, an officer of the company to which the statement relates.

(5) The statement shall be so filed within 21 days after the relevant date or within such extended time as the court may for special reasons appoint.

(6) Subject to section 594(7), any person making or concurring in making the statement and affidavit required by this section shall be allowed, and shall be paid out of the assets of the company, such costs and expenses incurred in and about the preparation and making of the statement and affidavit as the court may allow.

594. Supplemental provisions in relation to section 593

594. (1) In section 593 and this section the “relevant date” means—

(a) in a case where a provisional liquidator is appointed to the company, the date of his or her appointment, and

(b) in a case where no such appointment is made, the date of the winding-up order in respect of the company.

(2) The one or more persons who have made the statement of affairs of a company under section 593 (the “statement”) shall serve a copy of the statement on the liquidator (or the provisional liquidator, as the case may be) of the company as soon as may be after it is prepared and in any case not later than the expiry of 21 days after the relevant date or such extended time as the court may appoint under section 593(5).

F470[(2A) Notwithstanding the generality of subsection (9), where a copy of the statement is served on the liquidator (or the provisional liquidator, as the case may be) of the company in accordance with subsection (2), the liquidator (or the provisional liquidator, as the case may be) shall, not later than the expiry of 7 days after the date the copy is served on the liquidator (or the provisional liquidator, as the case may be), notify each relevant person that he or she has been served with a copy of the statement.

(2B) Notice under subsection (2A) shall be given—

(a) where the liquidator (or the provisional liquidator, as the case may be) is aware of a relevant person’s email address, by electronic means to that email address, or

(b) where the liquidator (or the provisional liquidator, as the case may be)—

(i) gives notice by electronic means to an email address and receives in response a failed delivery notification, or

(ii) is not aware of a relevant person’s email address,

by ordinary post where the liquidator (or the provisional liquidator, as the case may be) is aware of the relevant person’s postal address.

(2C) A relevant person may request the liquidator (or the provisional liquidator, as the case may be) in writing to deliver a copy of the statement by electronic means to him or her, and the liquidator (or the provisional liquidator, as the case may be) shall comply with any such request not later than the expiry of 7 days after the date of such request.]

(3) The one or more persons who have made the statement shall—

(a) at the liquidator’s request, provide to the liquidator such information in relation to the company as the liquidator may reasonably require, and

(b) provide such assistance, as they are in a position to give, to the liquidator during the course, and for the purpose, of the liquidator’s examining (following his or her receipt of the statement) the company’s affairs as he or she may reasonably require.

(4) Where any person fails to comply with the request of a liquidator made in accordance with subsection (3), the court may, on the application of the liquidator, direct the person to comply with such request.

(5) In subsections (3) and (4), “liquidator” does not include a provisional liquidator.

(6) A person who is required to make or concur in making any statement of affairs of a company shall, before incurring any costs or expenses in and about the preparation and making of the statement, apply—

(a) to the liquidator for his or her sanction and submit to the liquidator a statement of the estimated costs and expenses which the person intends to incur, or

(b) if there is no liquidator, to the court for its sanction.

(7) Except by order of the court, no person shall be allowed out of the assets of the company any costs or expenses in and about the preparation of a statement of affairs which have not, before being incurred, been sanctioned by the liquidator or the court.

(8) If any person, without reasonable excuse, makes default in complying with any of the requirements of section 593 or with any of the preceding requirements of this section, he or she shall be guilty of a category 3 offence.

(9) Any person who states in writing that the person is a creditor or contributory of the company shall, on payment of the prescribed fee, be entitled personally, or by his or her agent—

(a) to inspect, at all reasonable times, the statement registered in pursuance of section 593, and

(b) to be furnished with a copy of, or an extract from, it.

(10) Any person, not being a creditor or contributory of a company, who fraudulently states himself or herself to be a creditor or contributory of the company for the purpose of seeking to avail himself or herself of the provisions of subsection (9) shall be guilty of a category 3 offence.

F470[(11) In this section, "relevant person" means, in relation to a company—

(a) an employee of the company, and

(b) where applicable, an employees’ representative.]

595. Notification that a company is in liquidation, etc.

595. (1) Every invoice, order for goods or business letter issued by or on behalf of—

(a) a company that is being wound up, or

(b) a liquidator of such a company,

being a document on or in which the name of the company appears, shall contain a statement that the company is being wound up.

(2) Subsection (1) is in addition (in cases where a company is in receivership) to the obligations of the receiver of the property of the company under section 429.

(3) Every invoice, order for goods or business letter issued by or on behalf of—

(a) a company to which a provisional liquidator has been appointed,

(b) a provisional liquidator of the company, or

being a document—

(i) on or in which the name of the company appears, and

(ii) issued during the period of office of the provisional liquidator as such provisional liquidator,

shall contain a statement that a provisional liquidator has been appointed to the company.

(4) Any website of a company that is being wound up, and any electronic mail sent to a third party by, or on behalf of, such a company, shall contain a statement that the company is being wound up (and such a statement on a website shall be in a prominent and easily accessible place on it).

(5) Where the winding up of a company commences within one year after the date on which the company has changed its name in accordance with this Act, the former name as well as the existing name of the company shall appear on all notices and advertisements in relation to the winding up and in any website of the company and in any electronic mail sent to a third party by, or on behalf of, it.

(6) If default is made in complying with subsection (1), (3) or (other than a case dealt with by subsection (7)) (5)—

(a) the company concerned and any officer of it who is in default, and

(b) any of the following persons who knowingly and intentionally authorises or permits the default, namely, any liquidator of the company and any receiver,

shall be guilty of a category 3 offence.

(7) If default is made in complying with the requirement under subsection (4) or (5) concerning the company’s website, the company concerned and any officer of it who is in default shall be guilty of a category 3 offence.

(8) If default is made by a company, or any person acting on its behalf, in complying with the requirement under subsection (4) or (5) concerning electronic mail, then—

(a) in every case, the company and any officer of it who is in default, and

(b) where the default is made by a person acting on the company’s behalf, that person,

shall be guilty of a category 3 offence.

(9) In this section “third party” means a person other than—

(a) an officer or employee of the company concerned, or

(b) a holding company or subsidiary of the company or an officer or employee of that holding company or subsidiary.

596. Custody of company’s property

596. (1) Upon the appointment of a liquidator to a company, the liquidator shall take into his or her custody or under his or her control the seal, books and records of the company, and all the property to which the company is or appears to be entitled.

(2) A person who, without lawful entitlement or authority, has—

(a) at the date of the appointment of a liquidator to a company, possession or control of the books, records or other property of the company, or

(b) subsequent to such date comes into such possession or control,

shall surrender immediately to the liquidator such books, records or other property, as the case may be.

(3) In this section “liquidator” does not include a provisional liquidator.

597. Circumstances in which floating charge is invalid

597. (1) F471[Subject to section 598A, where a company] is being wound up, a floating charge on the undertaking or property of the company created within 12 months before the date of commencement of the winding up shall, unless it is proved that the company immediately after the creation of the charge was solvent, be invalid.

(2) Subsection (1) does not apply to—

(a) money actually advanced or paid, or the actual price or value of goods or services sold or supplied, to the company at the time of or subsequently to the creation of, and in consideration for, the charge, nor

(b) interest on that amount at the appropriate rate.

(3) For the purposes of subsection (2), the value of any goods or services sold or supplied by way of consideration for a floating charge is the amount in money which at the time they were sold or supplied could reasonably have been expected to be obtained for the goods or services in the ordinary course of business and on the same terms (apart from the consideration) as those on which they were sold or supplied to the company.

(4) Where a floating charge on the undertaking or property of a company is created in favour of a connected person, subsection (1) shall apply to such a charge as if the period of 12 months mentioned in that subsection were a period of 2 years.

598. Other circumstances in which floating charge is invalid

598. (1) F472[Subject to section 598A, where —]

(a) a company is being wound up,

(b) the company was, within 12 months before the date of commencement of the winding up, indebted to any officer of the company or a connected person,

(d) the company created a floating charge on any of its assets or property within 12 months before the date of commencement of the winding up in favour of the officer or connected person to whom such company was indebted,

then (without prejudice to any rights or liabilities arising apart from this section) such charge shall be invalid to the extent of the repayment referred to in paragraph (c) unless it is proved that the company immediately after the creation of the charge was solvent.

(2) In this section, “officer” includes a spouse, civil partner, child or nominee of an officer and the reference in this subsection to 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.

598A. F473[Validity of floating charge in certain circumstances

598A. In any winding up of a company under this Part, a floating charge created as part of a transaction that was –

(a) reasonable,

(b) immediately necessary for the implementation of a scheme of arrangement under Part 10, and

shall not be declared to be invalid in full or in pfart under section 597 or section 598 on the basis that the transaction was detrimental to the general body of creditors of the company unless there are other circumstances in which the transaction should be declared invalid.]

599. (1) On the application of the liquidator or any creditor or contributory of a company that is being wound up, the court, if it is satisfied that it is just and equitable to do so, may make the following order.

(2) That order is one that any company that is or has been related to the company being wound up shall pay to the liquidator of that company an amount equivalent to the whole or part of all or any of the debts provable in that winding up.

(3) The court may specify that that order shall be subject to such terms and conditions as the court thinks fit.

(4) In deciding whether it is just and equitable to make an order under this section the court shall have regard to the following matters:

(a) the extent to which the related company took part in the management of the company being wound up;

(b) the conduct of the related company towards the creditors of the company being wound up;

F475[(d) the extent to which the circumstances that gave rise to the winding up of the company are attributable to the acts or omissions of the related company;

(e) such other matters as the court considers appropriate.]

(5) F476[…]

(6) Notwithstanding any other provision, it shall not be just and equitable to make an order under this section if the only ground for making the order is—

(a) the fact that a company is related to another company, or

(b) that creditors of the company being wound up have relied on the fact that another company is or has been related to the first-mentioned company.

(7) For the purposes of this section—

“company” includes any company, and any other body, which is liable to be wound up under this Act;

“creditor” means a creditor, by assignment or otherwise, to whom the company is indebted in a sum exceeding €10,000 or 2 or more creditors, by assignment or otherwise, to whom in aggregate the company is indebted in a sum exceeding €20,000.

(8) Where an application for an order under this section seeks to require a credit institution to contribute to the debts of a related company, a copy of every such application shall be sent by the applicant to the Central Bank which shall be entitled to be heard by the court before an order is made.

600. (1) Where 2 or more related companies are being wound up and the court, on the application of the liquidator, or any creditor or contributor, of any of the companies, is satisfied that it is just and equitable to do so, it may make the following order.

(2) That order is one that, to the extent specified in the order, the companies shall be wound up together as if they were one company, and if such an order is made, it shall, subject to the provisions of this section, have effect and all the relevant provisions of this Part shall apply accordingly.

(3) The court may specify that that order shall be subject to such terms and conditions as the court thinks fit.

(4) In determining those terms and conditions, the court shall have particular regard to the interests of those persons who are members of some, but not all, of the companies.

(5) Where the court makes an order under this section—

(a) the court may remove any liquidator of any of the companies, and appoint any person to act as liquidator of any one or more of the companies,

(b) the court may give such directions as it thinks fit for the purpose of giving effect to the order,

(d) debts of a company that are to be paid in priority to all other debts of the company pursuant to sections 621 and 622 shall, to the extent that they are not paid out of the assets of that company, be subject to the claims of holders of debentures under any floating charge created by any of the other companies,

(e) unless the court otherwise orders, the claims of all unsecured creditors of the companies shall rank equally among themselves.

(6) In deciding whether it is just and equitable to make an order under this section, the court shall have regard to the following matters:

(a) the extent to which any of the companies took part in the management of any of the other companies;

(b) the conduct of any of the companies towards the creditors of any of the other companies;

(c) the extent to which the circumstances that gave rise to the winding up of any of the companies is attributable to the acts or omissions of any of the other companies;

(d) the extent to which the businesses of the companies have been intermingled.

(7) Notwithstanding any other provision, it shall not be just and equitable to make an order under this section if the only ground for making the order is—

(a) the fact that a company is related to another company, or

(b) that creditors of a company being wound up have relied on the fact that another company is or has been related to the first-mentioned company.

(8) Notice of an application to the court for the purposes of this section shall be served on every company specified in the application, and on such other persons as the court may direct, not later than the end of the 8th day before the day the application is heard.

(9) Without prejudice to subsection (8), where a related company, the subject of an application for an order under this section, is a credit institution, a copy of the application shall be sent by the applicant to the Central Bank which shall be entitled to be heard by the court before an order is made.

601. Power of liquidator to accept shares as consideration for sale of property of company

601. (1) This section applies where a company is proposed to be, or is in course of being, wound up as a members’ voluntary winding up, and the whole or part of its business or property is proposed to be transferred or sold to another company, whether a company registered under this Act, an existing company or any other type of company or undertaking (in this section referred to as the “transferee company”).

(2) Where this section applies, the liquidator of the first-mentioned company in subsection (1) (in this section referred to as the “transferor company”) may, subject to subsection (3)—

(a) in compensation or part compensation for the foregoing transfer or sale, receive shares, policies or other like interests in the transferee company for distribution among the members of the transferor company, or

(b) enter into any other arrangement whereby the members of the transferor company may, in lieu of receiving cash, shares, policies or other like interests, or in addition to them, participate in the profits of, or receive any other benefit from, the transferee company.

(3) The powers of the liquidator under subsection (2) are not exercisable unless a special resolution of the company sanctions the exercise of those powers by the liquidator, whether generally or with regard to the particular arrangement concerned, but this subsection is without prejudice to subsections (5) and (8).

(4) Any sale or arrangement in pursuance of this section shall be binding on the members of the transferor company.

(5) If—

(a) the voting rights conferred by any shares in the transferor company were not cast in favour of the resolution concerned referred to in subsection (3) conferring the sanction there mentioned on the liquidator, and

(b) the holder of those shares expresses his or her dissent from such sanction in writing addressed to the liquidator and left at the registered office of the company within 7 days after the date of passing of the resolution,

that holder may require the liquidator either to—

(i) abstain from carrying the resolution into effect, or

(ii) purchase that part of his or her interest which those shares represent at a price to be determined by agreement, or by arbitration in accordance with subsections (9) and (10).

(6) If the liquidator elects to purchase that holder’s interest, the purchase money shall be paid before the company is dissolved and, unless otherwise provided for, shall be deemed to be, and shall be paid as part of, the costs, charges and expenses of the winding up.

(7) A resolution referred to in subsection (3) shall not be invalid for the purposes of this section by reason that it was obtained before or concurrently—

(a) with the passing of—

(i) the special resolution referred to in section 202(1)(a)(i) — in a case where the Summary Approval Procedure is employed, or

(ii) the resolution referred to in section 580(1) — where the procedure there mentioned is employed,

(b) with the passing of a resolution for appointing a liquidator or liquidators in that winding up.

(8) However a resolution referred to in subsection (3) shall not be effective to confer the sanction there mentioned if an order is made, within a year after the date of the resolution’s passing, for winding up the company by the court, unless the resolution is confirmed by the court.

(9) An arbitration referred to in subsection (5)(ii) shall be conducted by a single arbitrator appointed by agreement in writing between the holder of shares referred to in subsection (5) and the liquidator or, in the absence of such agreement, by 2 arbitrators, one of whom shall be appointed in writing by each party to the arbitration.

(10) The provisions of the Arbitration Act 2010 applicable to arbitrations referred to in section 29 of that Act shall apply to an arbitration referred to in subsection (5).

602. Voidance of dispositions of property, etc. after commencement of winding up

602. (1) This section applies to each of the following acts in any winding up of a company:

(a) any disposition of the property of the company;

(b) any transfer of shares in the company; or

made after the commencement of the winding up.

(2) Without prejudice to subsection (3), an act to which this section applies that is done without the sanction of—

(a) the liquidator of the company, or

(b) a director of the company who has, by virtue of section 677(3) retained the power to do such act,

shall, unless the court otherwise orders, be void.

(3) Nothing in this section makes a person who does an act rendered void by this section liable for doing such act, being an act that was done by the person at the request of the company, unless it is proved that, prior to the person’s doing the act, the person had actual notice that the company was being wound up.

(4) If a company that is being wound up makes a request of a person to do an act referred to in subsection (3) and does not, at or before the time of making the request, inform the person that it is being wound up, the company and any officer of it who is in default shall be guilty of a category 2 offence.

(5) Nothing in subsection (4) shall be read as limiting any liability, civil or criminal, that, apart from this section, may attach to a company, or any officer of it, for making a request of the kind referred to in that subsection, irrespective of the consideration that the relevant facts have been communicated to the person concerned or that those facts are otherwise in the knowledge of that person.

603. Voidance of executions against property of company

603. Unless the court orders otherwise, where a company is being wound up, each of the following shall be void, namely, any—

(a) attachment,

(b) sequestration,

(d) execution,

put in force against the property or effects of the company after the commencement of the winding up.

604. Unfair preference: effect of winding up on antecedent and other transactions

604. (1) Subsection (2) applies to each of the following acts, namely, any:

(a) conveyance;

(b) mortgage; or

relating to property made or done by or against a company, which is unable to pay its debts as they become due, in favour of—

(i) any creditor of the company, or

(ii) any person on trust for any such creditor.

(2) An act to which this subsection applies, that is done with a view to giving the creditor referred to in F477[subsection (1)(i) or (ii)], or any surety or guarantor for the debt due to such creditor, a preference over the other creditors of the company, shall be deemed an unfair preference of its creditors and be invalid accordingly if—

(a) a winding up of the company commences within 6 months F478[(or such longer period as the court considers just and equitable having regard to the circumstances of the act concerned)] after the date of the doing of the act, and

(b) the company is, at the time of the commencement of the winding up, unable to pay its debts (taking into account the contingent and prospective liabilities).

(3) Any conveyance or assignment by a company of all its property to trustees for the benefit of all its creditors shall be void.

(4) An act to which subsection (2) applies in favour of a connected person which was done within 2 years F478[(or such longer period as the court considers just and equitable having regard to the circumstances of the act concerned)] before the commencement of the winding up of the company shall, unless the contrary is shown, be deemed in the event of the company being wound up—

(a) to have been done with a view to giving such person a preference over the other creditors, and

(b) to be an unfair preference, and be invalid accordingly.

(5) Subsections (2) and (4) shall not affect the rights of any person making title in good faith and for valuable consideration through or under a creditor of the company.

F479[(6) In any winding up of a company under this Part, an act carried out as part of a transaction that was –

(a) reasonable,

(b) immediately necessary for the implementation of a scheme of arrangement under Part 10, and

shall not be deemed to be an unfair preference under this section on the basis that the transaction was detrimental to the general body of creditors of the company unless there are other reasons why the transaction should be deemed invalid.]

605. Liabilities and rights of persons who have been unfairly preferred

605. (1) Where—

(a) a company is being wound up, and

(b) any act done is void under section 604 as an unfair preference of a person interested in property mortgaged or charged to secure the company’s debt,

then (without prejudice to any rights or liabilities arising apart from this section) the person preferred shall be subject to the same liabilities and shall have the same rights as if he or she had undertaken to be personally liable as surety for the debt to the extent of the charge on the property or the value of his or her interest, whichever is the less.

(2) The value of the foregoing person’s interest shall be determined as at the date of the act constituting the unfair preference, and shall be determined as if the interest were free of all encumbrances other than those to which the charge for the company’s debt was then subject.

(3) On any application made to the court in relation to any payment on the ground that the payment was an unfair preference of a surety or guarantor, the court—

(a) may determine any questions relating to the payment arising between the person to whom the payment was made and the surety or guarantor and grant relief in respect thereof, and

(b) for that purpose, may give leave to bring in the surety or guarantor as a third party as in the case of an action for the recovery of the sum paid,

and jurisdiction to do any of those things may be exercised notwithstanding that it is not necessary to exercise such jurisdiction for the purposes of the winding up.

(4) Subsection (3) shall apply, with the necessary modifications, in relation to transactions other than the payment of money as it applies to payments.

606. Restriction of rights of creditor as to execution or attachment in case of company being wound up

606. (1) Subject to subsections (2) to (4), where a creditor has—

(a) issued execution against the goods or lands of a company, or

(b) attached any debt due to the company,

and the company is subsequently wound up, the creditor shall not be entitled to retain the benefit of the execution or attachment against the liquidator in the winding up of the company unless the creditor has completed the execution or attachment before the commencement of the winding up.

(2) In a case where a creditor has had notice of a meeting having been called at which a resolution for voluntary winding up of the company concerned is to be proposed, then, for the purposes of subsection (1), the date on which the creditor so had notice shall be substituted for the date of the commencement of the winding up.

(3) A person who purchases in good faith, under a sale by a sheriff, any goods of a company on which an execution has been levied shall, in all cases, acquire a good title to them against the liquidator.

(4) Notwithstanding subsection (1), the rights conferred by that subsection on the liquidator may be set aside by the court in favour of the creditor to such extent and subject to such terms as the court thinks fit.

(5) For the purposes of this section—

(a) an execution against goods shall be deemed to be completed by seizure and sale,

(b) an attachment of a debt shall be deemed to be completed by receipt of the debt,

(d) an execution in the case of an equitable interest shall be deemed to be completed by the appointment of a receiver.

(6) Nothing in this section shall give any validity to any payment constituting an unfair preference.

(7) In this section—

“goods” includes all chattels personal;

“sheriff” includes any officer charged with the execution of a writ or other process.

607. Duties of sheriff as to goods taken in execution

607. (1) Subject to subsection (5), where any goods of a company are taken in execution and, before the sale of them or the completion of the execution by the receipt or recovery of the full amount of the levy, notice is served on the sheriff that, in relation to the company—

(a) a provisional liquidator has been appointed, or

(b) a winding-up order has been made, or

the sheriff shall, on being required to do so by the liquidator, deliver to the liquidator the goods and any money seized or received in part satisfaction of the execution.

(2) However, in the foregoing case, the costs of the execution shall be a first charge on the goods or the money so delivered, and the liquidator may sell the goods or a sufficient part of them for the purpose of satisfying that charge.

(3) Subject to subsection (5), where under an execution in respect of a judgment for a sum exceeding €1,000 the goods of a company are sold or money is paid in order to avoid sale, the following procedures shall be adopted by the sheriff, namely, he or she shall—

(a) deduct the costs of the execution from the proceeds of the sale or the money paid,

(b) retain the balance for a period of 14 days after the date of the sale or the payment of the money,

and, if the events referred to in subsection (4)(a) and (b) occur, the sheriff shall pay the balance to the liquidator of the company who shall be entitled to retain it as against the execution creditor.

(4) The events mentioned in subsection (3) are—

(a) within the period referred to in subsection (3)(b), notice is served on the sheriff of a petition for the winding up of the company having been presented or of a meeting having been called at which there is to be proposed a resolution for the voluntary winding up of the company, and

(b) an order is made or a resolution is passed, as the case may be, for the winding up of the company.

(5) Notwithstanding subsection (1) or (3), the rights conferred by either subsection on the liquidator may be set aside by the court in favour of the creditor to such extent and subject to such terms as the court thinks fit.

(6) The notice referred to in subsection (1) or (4) shall be in writing and addressed to the sheriff and may be served by being delivered by hand, or by pre-paid registered post, at his or her office.

(7) In this section “goods” and “sheriff” have the same meaning as they have in section 606.

608. Power of the court to order return of assets which have been improperly transferred

608. (1) The court has the following power where, on the application of a liquidator, creditor or contributory of a company which is being wound up, it can be shown to the satisfaction of the court that—

(a) any property of the company of any kind whatsoever was disposed of either by way of conveyance, transfer, mortgage, security, loan, or in any way whatsoever whether by act or omission, direct or indirect, and

(b) the effect of such disposal was to perpetrate a fraud on the company, its creditors or members.

(2) That power of the court is to order, if it deems it just and equitable to do so, any person who appears to have—

(a) the use, control or possession of the property concerned, or

(b) the proceeds of the sale or development of that property,

to deliver it or them, or pay a sum in respect thereof, to the liquidator on such terms or conditions as the court thinks fit.

(3) This section shall not apply to any conveyance, mortgage, delivery of goods, F480[payment made in the ordinary course of business], execution or other act relating to property made or done by or against a company to which section 604 applies.

(4) In deciding whether it is just and equitable to make an order under this section, the court shall have regard to the rights of persons who have bona fide and for value acquired an interest in the property the subject of the application.

(5) This section is in addition to, and not in substitution for, any restitutionary or other relief by way of recovery (including the remedy of tracing) that is available to a liquidator or any other person.

609. Personal liability of officers of company where adequate accounting records not kept

609. (1) Subject to subsection (2), if—

(a) a company that is being wound up and that is unable to pay all of its debts has contravened any of sections 281 to 285, and

(b) the court considers that such contravention has—

(i) contributed to the company’s inability to pay all of its debts, or

(ii) resulted in substantial uncertainty as to the assets and liabilities of the company, or

(iii) substantially impeded the orderly winding up of the company,

the court, on the application of the liquidator or any creditor or contributory of the company, has the following power.

(2) That power of the court is to declare, if it thinks it proper to do so, that any one or more of the officers and former officers of the company who, with respect to the contravention, is or are in default shall be personally liable, without any limitation of liability, for all, or such part as may be specified by the court, of the debts and other liabilities of the company.

(3) On the hearing of an application under this section, the person bringing the application may himself or herself give evidence or call witnesses.

(4) Where the court makes a declaration under this section, it may give such directions as it thinks proper for the purpose of giving effect to the declaration.

(5) In particular, and without limiting subsection (4), the order providing for a declaration under this section, or a supplemental order, may include provision for making the liability of any person under the declaration (the “respondent”) a charge on—

(a) any debt or obligation due from the company to the respondent, or

(b) any mortgage or charge, or any interest in any mortgage or charge, on any assets of the company held by or vested in—

(i) the respondent or any company or other person on the respondent’s behalf, or

(ii) any person claiming as assignee from or through the respondent or any company or other person acting on behalf of the first-mentioned person in this subparagraph.

(6) The court may from time to time make such further order as may be necessary for the purpose of enforcing any charge imposed under subsection (5).

(7) In subsection (5)(b)(ii) “assignee” includes any person to whom or in whose favour, by the directions of the person liable under the declaration, the debt, obligation, mortgage or charge was created, issued or transferred or the interest created; however the expression does not include an assignee for valuable consideration (not including consideration by way of marriage) given in good faith and without notice of any of the matters on the ground of which the declaration is made.

(8) The court shall not make a declaration under this section in respect of a person if it considers that—

(a) the person took all reasonable steps to secure compliance by the company with sections 281 to 285, or

(b) the person had reasonable grounds for believing and did believe that a competent and reliable person, acting under the supervision or control of a director of the company who has been formally allocated such responsibility, was—

(i) charged with the duty of ensuring that those sections were complied with, and

(ii) in a position to discharge that duty.

(9) This section shall have effect notwithstanding that the person concerned may be criminally liable in respect of the matters on the ground of which the declaration is to be made.

(10) In this section “officer”, in relation to a company, includes a person who has been convicted of an offence under section 389, 392, 393, 406 or 876 concerning accounting records of the company or, as the case may be, a statement made to statutory auditors concerning such records.

610. Civil liability for fraudulent or reckless trading of company

610. (1) If in the course of the winding up of a company or in the course of proceedings under Part 10 in relation to a company F481[, or in the course of a rescue period under Part 10A in respect of an eligible company,], it appears that—

(a) any person was, while an officer of the company, F482[…] a party to the carrying on of any business of the company in a reckless manner, or

(b) any person was knowingly a party to the carrying on of any business of the company with intent to defraud creditors of the company, or creditors of any other person or for any fraudulent purpose,

the court, on the application of the F483[liquidator, examiner or process adviser of the company], a receiver of property of the company or any creditor or contributory of it, has the following power.

(2) That power of the court is to declare, if it thinks it proper to do so, that the person first-mentioned in paragraph (a) or (b) of subsection (1) shall be personally responsible, without any limitation of liability, for all or any part of the debts or other liabilities of the company as the court may direct.

(3) Without prejudice to the generality of subsection (1)(a), an officer of a company F484[may be found to have been a party] to the carrying on of any business of the company in a reckless manner if—

(a) the person was a party to the carrying on of such business and, having regard to the general knowledge, skill and experience that may reasonably be expected of a person in his or her position, the person ought to have known that his or her actions or those of the company F484[would be likely to cause loss] to the creditors of the company, or any of them, or

(b) the person was a party to the contracting of a debt by the company and did not honestly believe on reasonable grounds that the company would be able to pay the debt when it fell due for payment as well as all its other debts (taking into account the contingent and prospective liabilities).

(4) Notwithstanding anything contained in subsection (2), the court may grant a declaration on the grounds set out in subsection (1)(a) only if—

(a) paragraph (a), (b), (c) or (d) of section 570 applies to the company concerned, and

(b) an applicant for such a declaration, being a creditor or contributory of the company or any person on whose behalf such application is made, suffered loss or damage as a consequence of any behaviour mentioned in subsection (1).

(5) In deciding whether it is proper to make a declaration on the ground set out in subsection (3)(b), the court shall have regard to whether the creditor in question was, at the time the debt was incurred, aware of the company’s financial state of affairs and, notwithstanding such awareness, nevertheless assented to the incurring of the debt.

(6) Where the court makes a declaration under this section, it may provide that sums recovered under this section shall be paid to such person or classes of persons, for such purposes, in such amounts or proportions at such time or times and in such respective priorities among themselves as such declaration may specify.

(7) On the hearing of an application under this section, the applicant may himself or herself give evidence or call witnesses.

F484[(8)
(a) Where it appears to the court that any person in respect of whom a declaration has been sought on the grounds set out in subsection (1)(a) took, from the relevant time, such steps as were reasonably practicable with a view to minimising such loss as he or she ought to have taken, the court may, having regard to all the circumstances of the case, relieve him or her either wholly or in part, from personal liability on such terms as it may think fit.

(b) In this subsection, "relevant time" means, in relation to a person referred to in paragraph (a), the time from which he or she knew or ought to have known that his or her actions or those of the company would be likely to cause loss to the creditors of the company.]

F481[(9) In assessing any application under this section, the court may take into account whether section 558S(5) applies to a director of a company.

(10) In this section, "eligible company", "process adviser" and "rescue period" have the meanings assigned to them by section 558A.]

611. Supplemental provisions in relation to section 610

611. (1) Where the court makes a declaration under section 610, it may give such directions as it thinks proper for the purpose of giving effect to the declaration.

(2) In particular, and without limiting subsection (1) or section 610(6), the order providing for a declaration under section 610, or a supplemental order, may include provision for making the liability of any person under the declaration (the “respondent”) a charge on—

(a) any debt or obligation due from the company to the respondent, or

(b) any mortgage or charge, or any interest in any mortgage or charge, on any assets of the company held by or vested in—

(i) the respondent or any company or other person on the respondent’s behalf, or

(ii) any person claiming as assignee from or through the respondent or any company or other person acting on behalf of the first-mentioned person in this subparagraph.

(3) Where a charge is imposed as mentioned in subsection (2), the court may from time to time make such further order as may be necessary for the purpose of enforcing that charge.

(4) Section 610(1)(a) shall not apply in relation to the carrying on of the business of a company during a period when the company is under the protection of the court.

(5) Section 610 and this section shall have effect notwithstanding that—

(a) the person in respect of whom the declaration has been sought under section 610 may be criminally liable in respect of the matters on the ground of which such declaration is to be made, or

(b) any matter or matters on the ground of which the declaration under section 610 is to be made have occurred outside the State.

(6) In section 610 “officer”, in relation to a company, includes a statutory auditor or liquidator or provisional liquidator of the company, a receiver of property of the company and a shadow director of it.

(7) In subsection (2)(b)(ii) “assignee” includes any person to whom or in whose favour, by the directions of the person liable, the debt, obligation, mortgage or charge was created, issued or transferred or the interest created, but does not include an assignee for valuable consideration (not including consideration by way of marriage) given in good faith and without notice of any of the matters on the ground of which the declaration is made.

612. Power of court to assess damages against certain persons

612. (1) Subsection (2) applies if in the course of winding up a company it appears that—

(a) any person who has taken part in the formation or promotion of the company, or

(b) any past or present officer, liquidator, provisional liquidator or examiner of the company, or receiver of the property of the company,

has misapplied or retained or become liable or accountable for any money or property of the company, or has been guilty of any misfeasance or other breach of duty or trust in relation to the company.

(2) The court may, on the application of the F485[Authority] or the liquidator or any creditor or contributory of the company, examine into the conduct of the promoter, officer, liquidator, examiner or receiver, and compel him or her—

(a) to repay or restore the money or property or any part of it respectively with interest at such rate as the court thinks just, or

(b) to contribute such sum to the assets of the company by way of compensation in respect of the misapplication, retainer, misfeasance or other breach of duty or trust as the court thinks just.

(3) This section shall have effect notwithstanding that the person in respect of whom an order has been sought under it may be criminally liable in respect of the matters on the ground of which the order is to be made.

613. Directors of holding company: power of court to assess damages against them

613. (1) Subsection (2) applies if, in the course of winding up a company which is a subsidiary of another company, it appears that any director of the subsidiary’s holding company has—

(a) misapplied or retained or become liable or accountable for any money or property of the subsidiary, or

(b) been guilty of any misfeasance or other breach of duty or trust in relation to the subsidiary.

(2) The court may, on the application of the liquidator or any creditor, contributory or member of the subsidiary, examine into the conduct of the director concerned and compel him or her—

(a) to repay or restore the money or property or any part of it respectively with interest at such rate as the court thinks just, or

(b) to contribute such sum to the assets of the subsidiary by way of compensation in respect of the misapplication, retainer, misfeasance or other breach of duty or trust as the court thinks just.

(3) This section—

(a) shall have effect notwithstanding that the person in respect of whom an order has been sought under it may be criminally liable in respect of the matters on the ground of which the order is to be made, and

(b) is without prejudice to any other basis for imposing liability on any person (whether related to the company or not) in respect of the person’s acts or defaults in relation to the company or its property.

614. Vesting of property of company in liquidator

614. (1) Where a company is being wound up, the court may, on the application of the liquidator, by order, direct that all or any part of the property of whatsoever description belonging to the company or held by trustees on its behalf shall vest in the liquidator by his or her official name.

(2) On such an order being made—

(a) the property to which the order relates shall vest accordingly in the liquidator, and

(b) the liquidator may, after giving such indemnity, if any, as the court may direct,

bring or defend in his or her official name any action or other legal proceeding which relates to that property or which it is necessary to bring or defend for the purpose of effectually winding up the company and recovering its property.

615. Disclaimer of onerous property in case of company being wound up

615. (1) In this section “onerous property” means property (whether tangible or intangible) that is property of a company which is being wound up and that falls into one or more of the following categories:

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