Companies Act 2014

• (a) land of whatsoever kind burdened with onerous covenants;

• (b) shares or stock in any company or undertaking;

• (c) an unprofitable contract;

• (d) any other property which is unsaleable or not readily saleable by reason of its binding the possessor of it to the performance of any onerous act or to the payment of any sum of money.

• (2) Subject to subsections (4) and (7), the liquidator of the company concerned may, with the leave of the court and subject to the provisions of this section, by writing signed by him or her, at any time within the relevant period, disclaim onerous property; such leave may be granted by the court and the property disclaimed notwithstanding that the liquidator—

• (a) has endeavoured to sell or has taken possession of the property, or

• (b) has exercised any act of ownership in relation to it.

• (3) In subsection (2) “relevant period” means the period of 12 months after the date of the commencement of the winding up of the company or such extended period as may be allowed by the court.

• (4) Where the existence of onerous property has not come to the knowledge of the liquidator of the company concerned within one month after the date of the commencement of the winding up, the power under this section of disclaiming the property may be exercised at any time within 12 months after the date on which the liquidator has become aware thereof or such extended period as may be allowed by the court.

• (5) The disclaimer shall operate to determine, as from the date of disclaimer, the rights, interests and liabilities of the company, and the property of the company, in or in respect of the property disclaimed; however it shall not, except so far as is necessary for the purpose of releasing the company and the property of the company from liability, affect the rights or liabilities of any other person.

• (6) The court, before or on granting leave to disclaim, may require such notices to be given to persons interested and impose such terms as a condition of granting leave, and make such other order in the matter as the court thinks just.

• (7) The liquidator shall not be entitled to disclaim any property under this section in any case where—

• (a) an application in writing has been made to the liquidator by any person interested in the property requiring the liquidator to decide whether he or she will or will not disclaim, and

• (b) the liquidator has not, within a period of 28 days after the date of receipt of the application or such further period as may be allowed by the court, given notice to the applicant that he or she intends to apply to the court for leave to disclaim.

• (8) Any person damaged by the operation of a disclaimer under this section shall be deemed to be a creditor of the company concerned to the amount of the damages, and may accordingly prove the amount as a debt in the winding up.

616. Rescission of certain contracts and provisions supplemental to section 615

616. (1) The court may, on the application of any person who is, as against the liquidator, entitled to the benefit or subject to the burden of a contract made with the company, make an order rescinding the contract on such terms as to payment by or to either party of damages for the non-performance of the contract, or otherwise as the court thinks just.

• (2) Any damages payable under such an order to any such person shall be deemed to be a debt proved and admitted in the winding up.

• (3) Subject to subsection (6), the court, on an application by any person who either claims any interest in any property disclaimed under section 615 or is under any liability not discharged by this Act in respect of any property so disclaimed, has, on hearing any such persons as it thinks fit, the following power.

• (4) That power of the court is to make an order for the vesting of the property in, or the delivery of the property to, any person entitled to it, or to whom it may seem just that the property should be delivered by way of compensation for any liability of the foregoing kind, or a trustee for him or her, and on such terms as the court may think just.

• (5) On any such vesting order being made, the property comprised therein shall vest accordingly in the person named in the order in that behalf without any conveyance or assignment for the purpose.

• (6) Where the property disclaimed under section 615 is of a leasehold nature, the court shall not make a vesting order under this section in favour of any person claiming under the company, whether as under-lessee or as mortgagee by demise, except upon the terms of making that person—

• (a) subject to the same liabilities and obligations as those to which the company was subject under the lease in respect of the property at the commencement of the winding up, or

• (b) if the court thinks fit, subject only to the same liabilities and obligations as if the lease had been assigned to that person at that date,

and in either event (if the case so requires), as if the lease had comprised only the property comprised in the vesting order.

• (7) Any mortgagee or under-lessee declining to accept the making of a vesting order upon such terms as are referred to in subsection (6) shall be excluded from all interest in and security upon the property concerned.

• (8) If there is no person claiming under the company who is willing to accept the making of an order upon such terms as are referred to in subsection (6), the court shall have power to vest the estate and interest of the company in the property concerned in any person liable either personally or in a representative character, and either alone or jointly with the company, to perform the lessee’s covenants in the lease, freed and discharged from all estates, encumbrances and interests created therein by the company.

CHAPTER 7 Distribution

617. Costs, etc. in winding up

617. (1) All costs, charges and expenses properly incurred in the winding up of a company, including the remuneration of the liquidator, remaining after payment of—

• (a) the fees and expenses properly incurred in preserving, realising or getting in the assets, and

• (b) where the company has previously commenced to be wound up voluntarily, such remuneration, costs and expenses as the court may allow to a liquidator appointed in such voluntary winding up,

shall be payable out of the property of the company in priority to all other claims, and shall be paid or discharged in the order of priority set out in subsection (2).

• (2) The costs, charges and expenses referred to in subsection (1) shall, subject to any order made by the court in a winding up by it, be liable to the following payments which shall be made in the following order of priority, namely:

• (a) First — In the case of a winding up by the court, the costs of the petition, including the costs of any person appearing on the petition whose costs are allowed by the court;

• (b) Next — Any costs and expenses necessarily incurred in connection with the summoning, advertisement and holding of a creditors’ meeting under section 587;

• (c) Next — The costs and expenses necessarily incurred in and about the preparation and making of, or concurring in the making of, the statement of the company’s affairs and the accompanying list of creditors and the amounts due to them as required by section 587(7);

• (d) Next — The necessary disbursements of the liquidator, other than expenses properly incurred in preserving, realising or getting in the assets as provided for in subsection (1);

• (e) Next — The costs payable to the solicitor for the liquidator;

• (f) Next — The remuneration of the liquidator;

• (g) Next — The out-of-pocket expenses necessarily incurred by the committee of inspection (if any).

• (3) Subsection (4) applies in relation to a person who has provided funds to discharge any such costs, charges or expenses (other than costs or expenses referred to in subsection (2)(b) or (c)) as are referred to in subsection (1).

• (4) Such person shall be entitled to be reimbursed to the extent of the funds so provided by him or her in the same order of priority as to payment out of the property of the company as would otherwise have applied to the costs, charges or expenses concerned.

618. Distribution of property of company

618. (1) Subject to the provisions of this Act as to preferential payments, the property of a company on its winding up—

• (a) shall, subject to subsection (2), be applied in satisfaction of its liabilities pari passu, and

• (b) shall, subject to such application, and unless the constitution of the company otherwise provides, be distributed among the members according to their rights and interests in the company.

• (2) Nothing in subsection (1)(a) shall in any way affect any rights or obligations of the company or any other person arising as a result of any agreement entered into by any person under which any particular liability of the company to any general creditor is postponed in favour of or subordinated to the rights or claims of any other person to whom the company may be in any way liable.

• (3) Subject to the provisions of this Part, in the case of a members’ voluntary winding up, the liquidator may, with the sanction of a special resolution of the company and any other sanction required by this Act, divide among the members, in specie or kind, the whole or any part of the property of the company (whether they shall consist of property of the same kind or not) and may, for such purpose—

• (a) set such value as he or she deems fair upon any property to be divided in that manner, and

• (b) determine how such division shall be carried out as between the members or different classes of members,

but so that no member shall be compelled to accept any shares or other securities on which there is any liability.

• (4) In the case of such a voluntary winding up, the liquidator may, subject to the provisions of this Part and with the like sanction, vest the whole or any part of such property in trustees upon such trusts for the benefit of the members as the liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to accept any shares or other securities on which there is any liability.

• (5) In subsection (2)—

“liability” includes a contingent liability;

“person” includes a class of persons.

619. Application of bankruptcy rules in winding up of insolvent companies

619. (1) In the winding up of an insolvent company the same rules shall prevail and be observed relating to—

• (a) the respective rights of secured and unsecured creditors,

• (b) debts provable, and

• (c) the valuation of annuities and future and contingent liabilities,

as are in force for the time being under the law of bankruptcy relating to the estates of persons adjudicated bankrupt.

• (2) In particular, all persons who in any such case would be entitled to prove for and receive dividends out of the property of the company may come in under the winding up and make such claims against the company as they respectively are entitled to by virtue of this section.

• (3) Subsection (1) of section 51 of the Bankruptcy Act 1988 shall apply in the winding up of an insolvent company and, accordingly, the reference in that subsection to the date of adjudication shall be read as—

• (a) subject to paragraph (b), a reference to, as the case may be—

• (i) the presentation of a petition for the winding up of the company by the court, or

• (ii) the passing of a resolution for voluntary winding up,

and

• (b) where, before the presentation of a petition for the winding up of the company by the court, a resolution has been passed by the company for voluntary winding up, a reference to the passing of the resolution.

620. Debts which may be proved

620. (1) Subject to the provisions of this section, in a winding up (subject, in the case of insolvent companies, to the application in accordance with the provisions of this Act of the law of bankruptcy) the following shall be admissible to proof against the company:

• (a) all debts payable on a contingency; and

• (b) all claims against the company, present or future, certain or contingent, ascertained or sounding only in damages;

a just estimate being made, so far as possible, of the value of such debts or claims which may be subject to any contingency or which sound only in damages, or for some other reason do not bear a certain value.

• (2) The value of such debts and claims as are made admissible to proof by subsection (1) shall, as far as possible, be estimated according to the value thereof at the date on which the winding up shall be deemed to have commenced by virtue of section 589 or 590, as the case may be (referred to subsequently in this section as the “commencement date”).

• (3) When any rent or other payment falls due at stated times and the order or resolution to wind up is made at any time other than at one of those times, the persons entitled to the rent or payment may prove for a proportionate part of it up to the commencement date as if the rent or payment accrued due from day to day but this is subject to subsection (4).

• (4) Where the liquidator remains in occupation of premises demised to a company which is being wound up, nothing in subsection (3) shall affect the right of the landlord of such premises to claim payment of rent during the period of the company’s occupation after the commencement of the winding up.

• (5) Subsection (6) applies to a debt or sum if all of the following conditions are satisfied in respect of it:

• (a) it is a debt or sum certain;

• (b) it is payable at a certain time or otherwise;

• (c) interest on it is not reserved or agreed for; and

• (d) it is overdue at the commencement date.

• (6) The creditor may prove for interest on a debt or sum to which this subsection applies at a rate, not exceeding the appropriate rate, for the period up to the commencement date and beginning—

• (a) if the debt or sum is payable by virtue of a written instrument at a certain time—at the time when the debt or sum was so payable, and

• (b) if the debt or sum is payable otherwise — at the making of a demand in writing in respect of it, being a demand giving notice that interest will be claimed from the date of the demand until the time of payment.

• (7) A creditor may prove for a debt not payable at the commencement date as if it were payable presently, and may receive dividends equally with the other creditors, deducting only thereout a rebate of interest at the appropriate rate computed from the declaration of a dividend to the time when the debt would have become payable according to the terms on which it was contracted.

• (8) Unless the company’s constitution or the conditions of issue of the shares in question provide otherwise, dividends declared by a company more than 6 years preceding the commencement date, being dividends which have not been claimed within that period of 6 years, shall not be a claim admissible to proof against the company for the purposes of the winding up.

621. Preferential payments in a winding up

621. (1) In this section the “relevant date” means—

• (a) where the company is ordered to be wound up, the date of the appointment (or first appointment) of a provisional liquidator or, if no such appointment was made, the date of the winding-up order, unless, in either case, the company had commenced to be wound up voluntarily before that date, and

• (b) where paragraph (a) does not apply, the date of the passing of the resolution for the winding up of the company.

• (2) In a winding up there shall be paid in priority to all other debts—

• (a) the following rates and taxes:

• (i) all local rates due from the company at the relevant date and having become due and payable within the period of 12 months before that date;

• (ii) each tax assessable on, in relation to, or by the company under the Taxes Consolidation Act 1997 in respect of, or apportioned on a time basis to, a period ending on or before the relevant date, for which the tax concerned is due and payable, but the particular period (in respect of which priority under this subparagraph for the tax concerned is claimed) shall not be of more than 12 months’ duration;

• (iii) any amount due at the relevant date in respect of sums which an employer is liable under Part 18D or Chapter 4 of Part 42 of the Taxes Consolidation Act 1997 and regulations thereunder to deduct from emoluments to which that Part or Chapter applies paid by that employer during the period of 12 months next ended on or before the relevant date reduced by any amount which that employer was under that Part or Chapter and regulations thereunder liable to repay during that period, with the addition of interest payable under section 991 of that Act;

• (iv) any tax and interest for which the company is liable under the Value-Added Tax Consolidation Act 2010 in relation to taxable periods which shall have ended within the period of 12 months next ended before the relevant date;

• (v) any local property tax that the company is liable to remit to the Revenue Commissioners under section 74 of the Finance (Local Property Tax) Act 2012 during the period of 12 months next ended before the relevant date and any interest payable in relation to that tax under section 149 of that Act;

• (vi) an amount of local property tax payable, under section 16 of the Finance (Local Property Tax) Act 2012, by the company at the relevant date to the extent that such tax is payable in respect of any one liability date (within the meaning of section 2 of that Act) falling before the relevant date and any interest payable in relation to that tax under section 149 of that Act,

• (b) all wages or salary—

• (i) whether or not earned wholly or in part by way of commission, or

• (ii) whether payable for time or for piece work,

of any employee in respect of services rendered to the company during the period of 4 months before the relevant date,

• (c) all accrued holiday remuneration becoming payable to any employee (or, in the case of the person’s death, to any other person in his or her right) on the termination of the employee’s employment before or by the effect of the winding up order or resolution,

• (d) unless the company is being wound up voluntarily merely for the purposes of reconstruction or of amalgamation with another company—

• (i) all amounts due in respect of contributions which are payable during the 12 months before the relevant date by the company as the employer of any persons under the Social Welfare Acts, and

• (ii) all amounts due in respect of contributions which would have been payable under the provisions of section 13(2)(d) of the Social Welfare Consolidation Act 2005 by the company as the employer of any persons in respect of any remuneration in respect of any period of employment during the 12 months before the relevant date even if such remuneration is paid after the relevant date,

• (e) unless the company is being wound up voluntarily merely for the purposes of reconstruction or of amalgamation with another company, all amounts due from the company in respect of damages and costs or liability for damages and costs, payable to a person employed by it in connection with an accident, being an accident occurring—

• (i) before the relevant date, and

• (ii) in the course of the person’s employment with the company,

F486[to the extent that the company] is not effectively indemnified by insurers against such damages and costs,

• (f) all sums due to any employee pursuant to any scheme or arrangement for the provision of payments to the employee while he or she is absent from employment due to ill health,

• (g) any payments due at any time by the company pursuant to any scheme or arrangement for the provision of superannuation benefits to or in respect of employees of the company whether such payments are due—

• (i) in respect of the company’s contribution to that scheme or under that arrangement, or

• (ii) in respect of such contributions payable by the employees to the company under that scheme or arrangement which have been deducted from the wages or salaries of F487[employees.]

• F488[(h) F489[…]

• (i) F489[…]]

• F488[(2A) F489[…]

• (2B) F489[…]]

• (3) Subsection (2) is in addition to any other enactment providing for the priority of a particular debt or sum in a winding up.

• (4) Subject to subsection (5), and notwithstanding anything in subsection (2)(b), the sum to which priority is to be given under subsection (2)(b) shall not, in the case of any one claimant, exceed €10,000.

• (5) Where a claimant under subsection (2)(b) is a farm labourer who has entered into a contract for payment of a portion of his or her wages in a lump sum at the end of the year of hiring, he or she shall have priority in respect of the whole of such sum, or such part thereof as the court may decide to be due under the contract, proportionate to the time of service up to the relevant date.

• (6) Where any payment has been made—

• (a) to any employee of a company, on account of wages or salary, or

• (b) to any employee or, in the case of his or her death, to any other person in his or her right, on account of accrued holiday remuneration, or

• (c) to any employee while he or she is absent from employment due to ill health or pursuant to any scheme or arrangement for the provision of superannuation benefit to or in respect of him or her,

out of money advanced by some person for that purpose, the person by whom the money was advanced shall, in a winding up, have a right of priority in respect of the money so advanced and paid up to the amount by which the sum, in respect of which the employee or other person in his or her right, would have been entitled to priority in the winding up has been diminished by reason of the payment having been made.

• (7) F487[The foregoing] debts shall—

• (a) rank equally among themselves and be paid in full, unless the assets are insufficient to meet them, in which case they shall abate in equal proportions, and

• (b) so far as the assets of the company available for payment of general creditors are insufficient to meet them, have priority over the claims of holders of debentures under F490[any charge created as a floating charge by the company], and be paid accordingly out of any property comprised in or subject to that charge.

• (8) Subject to the retention of such sums as may be necessary for the costs and expenses of the winding up, the foregoing debts shall be discharged forthwith so far as the assets are sufficient to meet them, and in the case of debts to which priority is given by subsection (2)(d), formal proof of them shall not be required except in so far as is otherwise provided by rules of court.

622. Supplemental provisions in relation to section 621

622. (1) Subject to subsection (2), in the event of a landlord or other person distraining or having distrained on any goods or effects of a company within the period of 3 months before the relevant date, the debts to which priority is given by section 621 shall be a first charge on the goods or effects so distrained on, or the proceeds of the sale thereof.

• (2) In respect of any money paid under any such charge as is referred to in subsection (1), the landlord or other person shall have the same rights of priority as the person to whom the payment is made.

• (3) For the purpose of section 621 any remuneration in respect of a period of holiday, or absence from work through good cause, shall be deemed to be wages in respect of services rendered to a company during that period.

• (4) Subject to subsection (5), the Minister may by order alter the amount specified in section 621(4).

• (5) An order under subsection (4) may only be made, at a particular time (the “relevant time”), if it appears to the Minister to be appropriate to do so having regard to the changes in the value of money generally in the State that have occurred during the period beginning—

• (a) on this Act’s passing, or

• (b) if the powers under subsection (4) have previously been exercised, immediately after their last previous exercise,

and ending at the relevant time.

• (6) The priority conferred by F491[section 621(2)] shall apply only to those debts which, within the period of 6 months after the date of the advertisement by the liquidator for claims in at least 2 daily newspapers circulating in the district where the registered office of the company concerned is situated, either—

• (a) have been notified to the liquidator, or

• (b) have become known to the liquidator.

• (7) In this section “relevant date” has the same meaning as it has in section 621.

623. Unclaimed dividends and balances to be paid into a particular account

623. (1) Where a company has been wound up, and is about to be dissolved, the liquidator shall, in such manner as may be prescribed, lodge to such account as is prescribed by the Minister the whole unclaimed dividends admissible to proof and unapplied or undistributable balances.

• (2) An application to the court by a person claiming to be entitled to any dividend or payment out of a lodgment made in pursuance of subsection (1), and any payment out of such lodgment in satisfaction of such claim, shall be made in the prescribed manner.

• (3) At the expiration of 7 years after the date of any lodgment made in pursuance of subsection (1), the amount of the lodgment remaining unclaimed shall be paid into the Exchequer, but where the court is satisfied that any person claiming is entitled to any dividend or payment out of the moneys paid into the Exchequer, it may order that that dividend or payment be made and the Minister for Finance shall issue such sum as may be necessary to provide for that payment.

• (4) Where moneys invested or deposited at interest by a liquidator form part of the amount required to be lodged, pursuant to subsection (1), to the account referred to in that subsection, the liquidator shall realise the investment or withdraw the deposit and shall pay the proceeds into that account.

CHAPTER 8 Liquidators

624. Duty of liquidator to administer, distribute, etc., property of company

624. (1) Subject to subsection (3), it shall be the duty of a liquidator to administer the property of the company to which he or she is appointed.

• (2) For the purpose of subsection (1) “administer the property of the company” includes ascertaining the extent of the property of the company and, as appropriate:

• (a) the collection and gathering in of the company’s property;

• (b) the realisation of such property; and

• (c) the distribution of such property;

in accordance with law.

• (3) Subject to section 559(3) to (5), the duties of a provisional liquidator shall be those duties provided in the order appointing him or her or any subsequent order of the court.

625. How liquidator is to be described and validity of acts

625. (1) A liquidator shall be described by the style of “the liquidator” (or, in the case of a provisional liquidator, “the provisional liquidator”) of the particular company in respect of which he or she is appointed and not by his or her individual name.

• (2) Subject to section 621, the acts of a liquidator shall be valid notwithstanding any defects that may afterwards be discovered in his or her appointment or qualification.

626. Powers of provisional liquidators

626. (1) Where a provisional liquidator is appointed by the court, then, subject to section 559(3) to (5), the provisional liquidator has such powers as the court orders.

• (2) Where a provisional liquidator is appointed by the court, the court may place such limitations and restrictions upon the powers of any other officers of the company as it thinks fit.

627. Liquidator’s powers

627. The liquidator shall have the powers set out in each of the paragraphs of the Table to this section.

Table

Legal proceedings, carrying on company’s business, etc. 1. Power to— (a) bring any action or other legal proceeding F492[(including proceedings before the Workplace Relations Commission and the Labour Court)] in the name and on behalf of the company; (b) defend any action or other legal proceeding F492[(including proceedings before the Workplace Relations Commission and the Labour Court)] in the name and on behalf of the company; (c) recommence and carry on the business of the company so far as may be necessary for the beneficial winding up thereof, where such business was not continuing at the date of the appointment of the liquidator or had ceased after such appointment; (d) continue to carry on the business of a company so far as may be necessary for the beneficial winding up thereof, where such business was continuing at the date of the appointment of the liquidator and had not subsequently ceased; (e) appoint a legal practitioner to assist the liquidator in the performance of his or her duties.
Payment of certain creditors, compromise of certain claims, etc. 2. Power to— (a) pay any classes of creditors in full; (b) make any compromise or arrangement with creditors or persons claiming to be creditors or having or alleging themselves to have any claim present or future, certain or contingent, ascertained or sounding only in damages against the company, or whereby the company may be rendered liable; (c) compromise— (i) all calls and liabilities to calls, debts and liabilities capable of resulting in debts, and all claims, present or future, certain or contingent, ascertained or sounding only in damages, subsisting or supposed to subsist between the company and a contributory or alleged contributory or other debtor or person apprehending liability to the company; and (ii) all questions in any way relating to or affecting the assets or winding up of the company, on such terms as may be agreed, and take any security for the discharge of any such call, debt, liability or claim and give a complete discharge in respect of it.
Ascertainment of debts and liabilities, sale of property, etc. 3. Power to— (a) ascertain the debts and liabilities of the company; (b) sell the property of the company by public auction or private contract, with, for the purposes of this subparagraph, power to— (i) transfer the whole of the property to any company or other person; (ii) sell the property in lots, and, for the purpose of selling the company’s land or any part of it, to carry out such sales by grant, conveyance, transfer, lease, sublease, or otherwise, and to sell any rent reserved on any such grant or any reversion expectant upon the determination of any such lease.
Execution of certain documents, drawing of negotiable instruments, etc. 4. Power to— (a) do all acts and to execute, in the name and on behalf of the company, all deeds, receipts and other documents, and for that purpose to use, when necessary, the company’s seal; (b) draw, accept, make and endorse any bill of exchange or promissory note in the name and on behalf of the company, with the same effect with respect to the liability of the company as if the bill or note had been drawn, accepted, made or endorsed by or on behalf of the company in the course of its business.
Proving claim in the case of contributory’s bankruptcy, etc. 5. Where any contributory has been adjudicated bankrupt or has presented a petition for arrangement with his or her creditors in pursuance of the Bankruptcy Act 1988, power to— (a) prove, rank and claim in the bankruptcy or arrangement for any balance against the contributory’s estate; and (b) receive dividends in the bankruptcy or arrangement in respect of that balance, as a separate debt due from the bankrupt or arranging debtor, and rateably with the other separate creditors.
Obtaining of credit. 6. Power to obtain credit, whether on the security of the property of the company or otherwise.
Taking out letters of administration, otherwise obtaining payment from contributory or debtor, etc. 7. Power to— (a) take out in the liquidator’s name (that is the liquidator’s name as it is to be styled under section 625) letters of administration to any deceased contributory or debtor; and (b) do in the liquidator’s name (that is the liquidator’s name as it is to be so styled) any other act necessary for obtaining payment of any money due from a contributory or debtor or his or her estate which cannot be conveniently done in the name of the company, and, in all such cases, the money due shall, for the purpose of enabling the liquidator to take out the letters of administration or recover the money, be deemed to be due to the liquidator himself or herself.
Security for costs and appointment of agents. 8. Power to— (a) give security for costs in any proceedings commenced by the company or by the liquidator in the name of the company; (b) appoint an agent to do any business which the liquidator is unable to do or that it is unreasonable to expect the liquidator to do, in person.
Custody and control of property and disposal of perishables, etc. 9. Power to— (a) take into his or her custody or under his or her control all the property to which the company is or appears to be entitled; (b) dispose of perishable goods and other goods the value of which is likely to diminish if they are not immediately disposed of; (c) do all such other things as may be necessary for the protection of the company’s property.
Residual power. 10. Power to do all such other things as may be necessary for winding up the affairs of the company and distributing its property.

628. Summoning general meetings of the company, etc.

628. The liquidator may summon—

• (a) general meetings of the company,

• (b) meetings of the creditors of the company, or

• (c) if there is a committee of inspection, meetings of that committee,

for the purpose of—

• (i) obtaining the sanction by resolution of members, creditors or the committee of inspection, or

• (ii) any other case in which he or she thinks fit to convene such a meeting (and provision for the convening of which by the liquidator is not specifically made otherwise by this Act).

629. Notice to be given with respect to exercise of powers, restrictions on self-dealing, etc.

629. (1) Subject to subsection (2), where a liquidator exercises any power specified in paragraph 1 or 2 of the Table to section 627, he or she shall, within 14 days after the date of such exercise, give notice of such exercise—

• (a) in the case of a winding up by the court or a creditors’ voluntary winding up, to the committee of inspection or, if there is no such committee, to all of the creditors of the company who are known to the liquidator or who have been intimated to the liquidator, or

• (b) in the case of a members’ voluntary winding up, to the members of the company.

• (2) In relation to the exercise of a power specified in paragraph 2(b) or (c) of the Table to section 627, subsection (1) shall not apply if the amount of the claim or call to which the exercise of the power relates does not exceed €500.

• (3) Subject to subsection (9), the liquidator of a company shall not sell, by private contract, a non-cash asset of the requisite value to a person who is, or who, within 3 years prior to the date of commencement of the winding up, has been, an officer of the company unless the liquidator has given the following notice.

• (4) That notice is at least 14 days’ notice of the liquidator’s intention to do so to all creditors of the company who are known to the liquidator or who have been intimated to the liquidator.

• (5) In subsection (3)— “officer”, in relation to a company, includes—

• (a) a person connected, within the meaning of section 220, with a director of the company, and

• (b) a shadow director of the company;

“non-cash asset” and “requisite value” have the meanings given to them by section 238.

• (6) Subject to subsection (9), the liquidator or any member of the committee of inspection of a company shall not, while acting as liquidator or member of such committee, either directly or indirectly, by himself or herself or any employer, partner, agent or employee, become purchaser of any part of the company’s property.

• (7) Subject to subsection (9), where the liquidator carries on (in either of the 2 cases set out in paragraph 1 of the Table to section 627) the business of the company, the liquidator shall not purchase goods for the carrying on of such business from any person whose connection with the liquidator is of such a nature as would result in the liquidator’s obtaining any portion of the profit (if any) arising out of the transaction.

• (8) Subject to subsection (9), any purchase made in contravention of subsection (3), (6) or (7) may, on the application of any creditor or contributory of the company, be set aside by the court.

• (9) Subsection (3), (6), (7) or (8), as the case may be, does not apply if, prior to the sale or, as appropriate, the making of the purchase, there has been obtained for it the express sanction—

• (a) in the case of a winding up by the court or a creditors’ voluntary winding up, of the committee of inspection or, if there is no such committee, a majority in number and value of the creditors of the company who are known to the liquidator or, as the case may be, the officer, former officer or member making the purchase concerned or who have been intimated to the liquidator or, as the case may be, such officer, former officer or member, or

• (b) in the case of a members’ voluntary winding up, of a majority in number and value of the members of the company.

• (10) The costs and expenses of obtaining the sanction referred to in subsection (9) shall be borne by the person in whose interest such sanction is sought and shall not be payable out of the company’s property.

• (11) Without prejudice to the generality of section 559(4) and (5), where a provisional liquidator has been conferred by an order of the court with any of the powers specified in the Table to section 627, being a power referred to (whether by express reference to that Table or otherwise) in a preceding subsection of this section, then “liquidator” in that particular subsection includes a provisional liquidator.

630. Restrictions in creditors’ voluntary winding up and procedures in case of certain defaults

630. (1) This section applies where, in the case of a creditors’ voluntary winding up, a liquidator has been nominated by the company.

• (2) Subject to subsection (3), the powers conferred on the liquidator by section 627 shall not be exercised, except with sanction of the court, during the period before the holding of the creditors’ meeting under section 587.

• (3) Subsection (2) does not apply in relation to the exercise of a power specified in paragraph 9 of the Table to section 627.

• (4) The liquidator shall attend the creditors’ meeting held under section 587 and shall report to the meeting on any exercise by him or her of the powers under section 627 or 631.

• (5) If default is made—

• (a) by the company in complying with section 587(1), (2) or (6), or

• (b) by the directors of the company in complying with section 587(7),

the liquidator shall, within 14 days after the relevant day, apply to the court for directions as to the manner in which that default is to be remedied.

• (6) In subsection (5), the “relevant day” means the day on which the liquidator was nominated by the company or the day on which he or she first became aware of the default, whichever is the later.

• (7) If a liquidator, without reasonable excuse, fails to comply with any provision of this section, he or she shall be guilty of a category 3 offence.

631. Power to apply to court for determination of questions or concerning exercise of powers

631. (1) Each of the following:

• (a) the liquidator or the provisional liquidator;

• (b) any contributory or creditor of the company;

• (c) the F493[Authority];

may apply to the court to determine any question arising in the winding up of a company (including any question in relation to any exercise or proposed exercise of any of the powers of the liquidator).

• (2) The court, if satisfied that the determination of the question will be just and beneficial, may accede wholly or partially to such an application on such terms and conditions as it thinks fit or may make such other order on the application as it thinks just.

• (3) A certified copy of an order made by virtue of this section—

• (a) annulling a resolution to wind up, or

• (b) staying the proceedings in a winding up,

each of which orders the court is empowered by this section to make, shall forthwith be forwarded by the company concerned to the Registrar.

• (4) If a company fails to comply with subsection (3), the company and any officer of it who is in default shall be guilty of a category 4 offence.

632. No lien over company’s books, records, etc.

632. (1) Without prejudice to subsections (2) and (3), no person shall be entitled as against the liquidator or provisional liquidator of a company to—

• (a) withhold possession of any deed, instrument, or other document belonging to the company, or the accounting records, receipts, bills, invoices, or other papers of a like nature relating to the financial statements or trade, dealings or business of the company, or

• (b) claim any lien on a document or any other thing referred to in paragraph (a).

• (2) Where a mortgage, charge or pledge has been created by the deposit with a person of any such document or other paper as is referred to in subsection (1), the production of the document or paper to the liquidator or provisional liquidator by the person shall be without prejudice to the person’s rights under the mortgage, charge or pledge (other than any right to possession of the document or paper).

• (3) Where, by virtue of this section, a liquidator or provisional liquidator has possession of any document or papers of a receiver of the property of the company concerned or that such a receiver is entitled to examine, the liquidator or provisional liquidator shall, unless the court otherwise orders, make the document or papers available for inspection by the receiver at all reasonable times.

• (4) Any person who, without just cause, withholds possession, in contravention of subsection (1), of any such document or other paper as is referred to in that subsection shall be guilty of a category 3 offence.

633. Qualifications for appointment as liquidator or provisional liquidator — general

633. (1) Subject to sections 634 and 635, a person shall not be qualified for appointment as a liquidator of a company unless he or she falls within a paragraph of the Table to this section.

• (2) Nothing in this section shall prevent a person who—

• (a) does not fall within paragraph 1, 2, 3 or 4 of the Table to this section, and

• (b) has made an application to the Supervisory Authority under and in accordance with paragraph 5 of that Table (in subsection (3) referred to as a “relevant applicant”),

from acting as a liquidator pending the determination of that application.

• (3) In addition to subsection (2), nothing in this section shall prevent a relevant applicant from continuing to act as a liquidator in a winding up in relation to which he or she was appointed liquidator before the commencement of this section notwithstanding that the Supervisory Authority has refused his or her application made under and in accordance with paragraph 5 of the Table to this section.

• F494[(3A) The Authority may, by notice in writing given to a person standing to be qualified for appointment, or who is so qualified, as liquidator, request the person to provide the Authority, within 28 days of the receipt by the person of the notice, with such evidence specified in the notice as the Authority may require, to prove to the Authority that the person complies with the requirements of the Table to this section.]

• F494[(3B) Any person who, without just cause, fails to comply with a request under subsection (3A) shall be guilty of a category 4 offence.]

• F495[(4) In this section—

"liquidator" includes provisional liquidator;

"prescribed fee" means a fee prescribed by regulations made by the Supervisory Authority with the consent of the Minister;

"prescribed form" means a form prescribed by regulations made by the Supervisory Authority.]

Table

First category — member of a prescribed accountancy body. 1. The person is a member of a prescribed accountancy body, within the meaning of Part 15, being a person who— (a) holds a current practising certificate issued by that body; and (b) is not prohibited by virtue of rules of that body or a direction, ruling or decision of that body, or any disciplinary or professional practice committee of it, from acting as a liquidator.
Second category — practising solicitor. 2. The person is a solicitor, being a solicitor who— (a) holds a current practising certificate issued by the Law Society of Ireland under the Solicitors Acts 1954 to 2002; and (b) is not prohibited by virtue of regulations made by the Law Society of Ireland, or a decision or order made by the Solicitors Disciplinary Tribunal or the court, under those Acts from acting as a liquidator.
Third category — member of other professional body recognised by Supervisory Authority. 3. The person is a member of such professional body as the Supervisory Authority may from time to time recognise for the purposes of this section, being a person who— (a) is authorised for the time being by that professional body to pursue the particular activities that that body aims to promote or foster or as respects the pursuit of which by its members that body has been established to represent; and (b) is not prohibited by virtue of rules of that body or a direction, ruling or decision of that body, or any disciplinary or professional practice committee of it, from acting as a liquidator.
Fourth category — person qualified under the laws of another EEA state. 4. The person is entitled under the laws of an EEA state (not being the State) to act as a liquidator in insolvency proceedings and the qualifications held by, or the circumstances otherwise relating to the person, that entitle him or her so to act are ones that, by virtue of any Community act, entitle him or her to act as a liquidator in the State.
Fifth (and limited) category — person with practical experience of windings-up and knowledge of relevant law. 5. The person— (a) having made application in that behalf to the Supervisory Authority in the prescribed form F496[within 30 months after] the commencement of this section; and (b) paid the prescribed fee to the Supervisory Authority, stands authorised for the time being by the Supervisory Authority (which authorisation the Supervisory Authority is, by virtue of this section, empowered to grant) to be so appointed, such authorisation having been granted on the grounds that each of the following is satisfied— (i) the person has, prior to the commencement of this section, obtained adequate relevant experience of the winding up of companies and knowledge of the law applicable thereto by virtue of the person’s either— (I) having been— (A) employed in relevant work by a person who at the relevant time fell (or, if this section had been in operation at that time, who would have fallen) within paragraph 1, 2 or 3; or (B) engaged on his or her own account in relevant work; or (II) having practised in an EEA state (not being the State) as a liquidator; (ii) the person is, in the opinion of the Supervisory Authority, after consultation with the F497[Authority], a fit and proper person to act as a liquidator; and (iii) the person does not fall within paragraph 1, 2, 3 or 4.

634. Supplemental provisions in relation to section 633 (including requirements for professional indemnity cover)

634. (1) Subject to the preceding section, subsection (3) and section 635, a person shall not be qualified for appointment as a liquidator of a company unless there is in place in relation to the person an indemnity, in such amount and on such terms as may from time to time be prescribed by regulations made by the Supervisory Authority, against losses and claims arising in respect of civil liability incurred by the person in respect of any act or omission by—

• (a) the person,

• (b) any servant or agent of the person, or

• (c) both of them,

in the conduct of the winding up of the company concerned.

• (2) The reference in subsection (1) to an indemnity being in place in relation to a person is a reference to an indemnity being provided (against the losses and claims referred to in that subsection) by either of the following means:

• (a) a policy of indemnity insurance being effected and maintained by the person with an insurance undertaking; or

• (b) the person’s participating, in a manner legally enforceable by the person, in an indemnity fund of a mutual nature that is recognised by the Supervisory Authority for the time being for the purposes of this section.

• (3) Subsection (1) does not apply to a person as respects any winding up in relation to which he or she has been appointed liquidator before the commencement of this section.

• (4) A person shall not act as liquidator of a company at a time when he or she is not qualified under section 633 or this section for appointment to that office.

• (5) If, while acting as liquidator of a company, a person ceases to be qualified under section 633 or this section for appointment to that office, the person shall thereupon vacate his or her office.

• (6) On vacating such office by reason of those circumstances, the person shall give notice in writing that he or she has vacated such office (by reason of those circumstances)—

• (a) within 2 days after the date of vacating office, to—

• (i) the Registrar,

• (ii) the F498[Corporate Enforcement Authority], and

• (iii) if the person had been authorised pursuant to paragraph 5 of the Table to section 633 to be appointed as a liquidator — the Supervisory Authority,

and

• (b) within 14 days after the date of vacating office, to—

• (i) in the case of a winding up by the court, the court and—

• (I) if a committee of inspection has been appointed — the members of that committee, or

• (II) if no committee of inspection has been appointed — the creditors of the company,

• (ii) in the case of a creditors’ voluntary winding up—

• (I) if a committee of inspection has been appointed — the members of that committee, or

• (II) if no committee of inspection has been appointed — the creditors of the company,

or

• (iii) in the case of a members’ voluntary winding up — the members of the company.

• (7) A person who contravenes subsection (4) or (5) shall be guilty of a category 2 offence.

• (8) A person who contravenes subsection (6) shall be guilty of a category 3 offence.

• (9) As respects a person who has been authorised under paragraph 5 of the Table to section 633 to be appointed a liquidator—

• (a) if the person becomes qualified for appointment as a liquidator of a company by reason of another provision of that Table, the person’s authorisation under that paragraph 5 shall thereupon cease to have effect,

• (b) the Supervisory Authority may withdraw or suspend (for such period and on such terms as it thinks fit) the person’s authorisation under that paragraph 5 if it is satisfied that the person is no longer sufficiently capable of acting as a liquidator or is no longer a fit and proper person to act as a liquidator.

• F499[(9A)
• (a) As respects a person who has been authorised under paragraph 5 of the Table to section 633 to be appointed a liquidator, the Supervisory Authority may—

• (i) at the time of a grant of authorisation under that paragraph 5, or

• (ii) at any time during the currency of an authorisation so granted,

by notice in writing to the person, attach to the authorisation such terms and conditions as it thinks necessary or expedient, which said terms and conditions shall be specified in the notice.

• (b) The Supervisory Authority may, where it thinks it necessary or expedient to do so, by notice in writing to the person concerned, amend one or more of the terms and conditions attached to an authorisation pursuant to paragraph (a).

• (c) The Supervisory Authority may, at any time upon request in writing in that behalf by a person who has been authorised under paragraph 5 of the Table to section 633 to be appointed a liquidator, withdraw the person’s authorisation.]

• (10) The Supervisory Authority may, to meet the cost of conducting such inquiries as may be necessary to be conducted for the purposes of its exercising the powers under subsection (9)(b), levy, not more frequently than annually, such periodic charge as may be reasonable on any person acting as a liquidator, being a person who so acts by virtue of the person’s being authorised under paragraph 5 of the Table to section 633.

• (11) In this section—

“insurance undertaking” means the holder of an authorisation under the European Communities (Non-Life Insurance) Regulations 1976 (S.I. No. 115 of 1976);

“liquidator” includes a provisional liquidator.

635. Specific disqualification from appointment as liquidator or provisional liquidator

635. (1) None of the following persons shall be qualified to be appointed or act as liquidator of a company:

• (a) a person who is, or who within the period of 24 months before the date of the commencement of the winding up has been, an officer or employee of the company;

• (b) except with the leave of the court, a parent, spouse, civil partner, brother, sister or child of an officer of the company;

• (c) a person who is a partner or in the employment of an officer or employee of the company;

• (d) a person who is an undischarged bankrupt;

• (e) a person who is not qualified by virtue of a preceding provision of this subsection for appointment as liquidator of any other body corporate which is that company’s subsidiary or holding company or a subsidiary of that company’s holding company, or would be so disqualified if the body corporate were a company.

• (2) References in subsection (1) to—

• (a) 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,

• (b) an officer or employee of the company include a statutory auditor of the company.

• (3) An application for leave under subsection (1)(b) shall be supported by such evidence as the court may require.

• (4) If, while acting as liquidator of a company, a person ceases to be qualified to so act by virtue of subsection (1), the person shall thereupon vacate his or her office.

• (5) On vacating such office by reason of those circumstances, the person shall give notice in writing that he or she has vacated such office (by reason of those circumstances)—

• (a) within 2 days after the date of vacating office, to—

• (i) the Registrar,

• (ii) the F500[Corporate Enforcement Authority], and

• (iii) if the person had been authorised pursuant to paragraph 5 of the Table to section 633 to be appointed as a liquidator — the Supervisory Authority,

and

• (b) within 14 days after the date of vacating office, to—

• (i) in the case of a winding up by the court, the court and—

• (I) if a committee of inspection has been appointed — the members of that committee, or

• (II) if no committee of inspection has been appointed — the creditors of the company,

• (ii) in the case of a creditors’ voluntary winding up—

• (I) if a committee of inspection has been appointed — the members of that committee, or

• (II) if no committee of inspection has been appointed — the creditors of the company,

or

• (iii) in the case of a members’ voluntary winding up — the members of the company.

• (6) A person who—

• (a) acts as a liquidator of a company when he or she is not qualified by virtue of subsection (1) to so act, or

• (b) contravenes subsection (4),

shall be guilty of a category 2 offence.

• (7) A person who contravenes subsection (5) shall be guilty of a category 3 offence.

• (8) Subsections (1) to (7) shall not apply to a winding up commenced before 1 August 1991.

• (9) In this section “liquidator” includes a provisional liquidator.

636. Appointment and removal in a members’ voluntary winding up

636. (1) In paragraphs (a) to (c) of subsection (2) “liquidator” shall be deemed to include the one or more liquidators appointed by the company in exercise of the powers under any such paragraph.

• (2) Subsequent to the appointment of a liquidator of a company under section 583 in a members’ voluntary winding up, the company, in general meeting, may, at a meeting convened for that purpose—

• (a) remove the liquidator,

• (b) appoint a liquidator to replace or act with the existing liquidator, or

• (c) appoint a liquidator to fill a vacancy in the office of liquidator.

• (3) Notwithstanding anything in Part 4, a general meeting of the company for the purpose of—

• (a) subsection (2)(a) or (b), may be convened, on 10 days’ notice to the members of it, by—

• (i) any member of it with the written authority of not less than one-tenth in number of the members, or

• (ii) an existing liquidator,

or

• (b) subsection (2)(c) may be convened, on 10 days’ notice to the members of it, by—

• (i) any member of it with the foregoing written authority,

• (ii) an existing liquidator, or

• (iii) any contributory.

• (4) The powers conferred on the company by subsection (2) shall be subject to any order the court may make with regard to the matter on application to it by any contributory or an existing liquidator.

• (5) Section 218 (service of notices) shall apply to a notice of a meeting given by a member, liquidator or contributory under subsection (3) as it applies to a notice by a company or any of its officers to its members.

• (6) The meeting shall be held in a manner provided by this Act or the company’s constitution or in such manner as may, on application by any contributory, member or any existing liquidator, be determined by the court.

637. Appointment and removal in a creditors’ voluntary winding up

637. (1) This section applies at any time subsequent to the appointment of a liquidator of a company under section 588 in a creditors’ voluntary winding up.

• (2) In paragraphs (a) to (c) of subsection (4) “liquidator”—

• (a) does not include a person whom the court has directed to be, or whom the court has appointed to be, liquidator of the company under section 588(5),

• (b) shall be deemed to include the one or more liquidators appointed by the creditors in exercise of the powers under any such paragraph.

• (3) Where this section applies, the creditors may, at a meeting convened for that purpose, by resolution of a majority, in value only, of the creditors present personally or by proxy and voting on the resolution, exercise the following powers.

• (4) Those powers of the creditors are to—

• (a) remove the liquidator,

• (b) appoint a liquidator to replace or act with the existing liquidator, or

• (c) appoint a liquidator to fill a vacancy in the office of liquidator.

• (5) A meeting of the creditors of the company for the purpose of subsection (3) may be convened, on 10 days’ notice to the creditors, by—

• (a) any creditor of it with the written authority of not less than one-tenth in value of the creditors, or

• (b) an existing liquidator.

• (6) The powers conferred on the creditors by subsection (3) shall be subject to any order the court may make with regard to the matter on application to it by any creditor or an existing liquidator.

638. Appointment and removal by the court

638. (1) In any winding up, the court may, on the application by a member, creditor, liquidator or the F501[Authority] or on its own motion—

• (a) appoint a liquidator if from any cause whatever there is no liquidator acting, or

• (b) on cause shown, remove a liquidator and appoint another liquidator.

• (2) Where the court makes an order under subsection (1), it may give such consequential directions, including directions as to the delivery and transfer of the seal, books, records and any property of the company, as it thinks fit.

639. Consent to act

639. (1) The appointment of a liquidator (other than a provisional liquidator) shall be of no effect unless the person nominated has, prior to his or her appointment, signified his or her written consent to the appointment.

• (2) A provisional liquidator shall not be appointed unless the court is satisfied that the person nominated for such appointment has, prior to his or her appointment, signified his or her consent to the appointment.

640. Position when there is more than one liquidator

640. (1) If more than one liquidator is appointed, the court or meeting appointing those liquidators, shall declare or resolve whether any thing by this Act required or authorised to be done by the liquidators is to be done by all or any one or more of the persons appointed.

• (2) In default of such declaration or resolution, those things may be performed by any number of the liquidators but, in any case, by not less than 2 of them.

641. Resignation of liquidator

641. (1) In any winding up, a liquidator may resign from office.

• (2) Where a liquidator resigns, he or she shall give notice in writing of that fact, within 2 days after the date of resigning, to the Registrar and the F502[Authority] and, within 14 days after the date of resigning—

• (a) in the case of a winding up by the court, to the court and—

• (i) if a committee of inspection has been appointed — to the members of that committee, or

• (ii) if no committee of inspection has been appointed — to the creditors of the company,

• (b) in the case of a creditors’ voluntary winding up—

• (i) if a committee of inspection has been appointed — to the members of that committee, or

• (ii) if no committee of inspection has been appointed — to the creditors of the company,

or

• (c) in the case of a members’ voluntary winding up — to the members of the company.

• (3) If a liquidator fails, without reasonable excuse, to comply with subsection (2) he or she shall be guilty of a category 3 offence.

642. Prohibition on rewards for appointment

642. Any person who gives or agrees or offers to give to any member or creditor of a company any valuable consideration with a view to—

• (a) securing his or her own appointment or nomination as the company’s liquidator, or

• (b) securing or preventing the appointment or nomination of some person other than himself or herself as the company’s liquidator,

shall be guilty of a category 2 offence.

643. Notifications and filings of appointments and removals

643. (1) The chairperson of any meeting at which a liquidator is appointed or removed shall, following the meeting, forthwith deliver to the liquidator notice in writing of the liquidator’s appointment or removal, unless the liquidator or his or her duly authorised representative is present at the meeting where the resolution concerned was passed.

• (2) In default of election of a chairperson by the meeting referred to in subsection (1), the person who shall be chairperson of that meeting shall be the person who was the signatory or the first signatory, as the case may be, on the notice by which the meeting was called.

• (3) The chairperson of a meeting referred to in subsection (1) at which a liquidator is removed shall, following the meeting, forthwith deliver to the Registrar notice of the removal in the prescribed form.

• (4) Subsections (5) to (9) have effect in respect of—

• (a) an appointment of a liquidator in a winding up other than the initial appointment of a liquidator in a winding up, and

• (b) a removal of a liquidator that the court orders in any winding up.

• (5) The liquidator, following receipt of notice of his or her appointment (other than an appointment made by the court), shall forthwith deliver to the Registrar notice of his or her appointment in the prescribed form.

• (6) The Registrar shall forward a copy of such notice to the F504[Authority].

• (7) Where an order is made appointing or removing a liquidator—

• (a) the applicant for the order, or

• (b) in a case where the order is made by the court of its own motion, such officer of the court as may be prescribed,

shall, following the making of the order, forthwith deliver or cause to be delivered to the liquidator notice in writing of the liquidator’s appointment or removal, unless the liquidator or his or her duly authorised representative is present in court when the order is made.

• (8) Where an order is made appointing or removing a liquidator, such officer of the court as may be prescribed shall, following the making of the order, forthwith cause the Registrar to be furnished with such particulars of the order as may be prescribed.

• (9) The Registrar shall forward a copy of such particulars to the F504[Authority].

• (10) Subject to subsection (11), a person who fails to comply with a provision of this section shall be guilty of a category 3 offence.

• (11) Subsection (10) shall not apply to the Registrar or any officer of the court prescribed for the purposes of subsection (7) or (8).

644. Custody of books and property upon vacation of office

644. (1) This section applies where a person vacates the position of liquidator of a company (the “former liquidator”) whether such vacation is by reason of his or her having—

• (a) ceased to be qualified to act as a liquidator of the company,

• (b) been removed as liquidator, or

• (c) resigned as liquidator.

• (2) Where this section applies and no person remains appointed to act as liquidator of the company, the former liquidator shall retain custody of—

• (a) the seal, books, records, and any property of the company in his or her possession or control, and

• (b) the books and records kept by him or her as liquidator,

(which seal, property, documents or other things are referred to in this section as the “relevant items”) until—

• (i) a new liquidator is appointed to the company — whereupon the former liquidator shall deliver custody of the relevant items to the new liquidator, or

• (ii) directed by the court, upon the application of the former liquidator, the F505[Authority] or a member or creditor of the company, to effect delivery or disposal of the relevant items as the court thinks fit.

• (3) The delivery of any of the relevant items pursuant to subsection (2) shall not prejudice any lien which a liquidator may have over it.

• (4) A person who fails to comply with this section without lawful excuse shall be guilty of a category 3 offence.

645. Provisional liquidator’s remuneration