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State Partially repealed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

645. (1) A provisional liquidator is entitled to receive such remuneration as is fixed by the court.

(2) Section 648 applies with respect to the fixing of such remuneration and otherwise supplements this section.

646. Liquidator’s remuneration — procedure for fixing liquidator’s entitlement thereto

646. (1) A liquidator, other than a provisional liquidator, has an entitlement to remuneration upon the terms agreed, fixed or otherwise set in the manner specified in subsection (2) and the terms upon which the liquidator has, in accordance with that subsection, such an entitlement may be expressed to be—

(a) by way of a relevant percentage,

(b) by reference to time expended in the conduct of the winding up, or

(2) The terms upon which the liquidator has an entitlement to remuneration shall be—

(a) where there is a committee of inspection, such terms as have been agreed in writing between the liquidator and the committee of inspection, or

(b) in a winding up by the court or a creditors’ voluntary winding up, where—

(i) there is no committee of inspection, or

(ii) the liquidator and the committee of inspection fail to agree,

such terms as have been approved by resolution of the creditors, or

(c) in a members’ voluntary winding up, such terms as have been approved by resolution of the members of the company in general meeting, or

(d) where the creditors or members, as the case may be — having been requested to do so by the liquidator — fail to pass a resolution in accordance with paragraph (b) or (c), such terms as have been fixed by the court.

(3) Before the terms upon which a liquidator has an entitlement to remuneration have been agreed, approved or fixed, as the case may be, in accordance with subsection (2), the liquidator shall, as appropriate—

(a) cause particulars in writing of the terms upon which he or she seeks such entitlement to be furnished—

(i) in a case to which subsection (2)(a) applies, to the committee of inspection,

(ii) in a case to which subsection (2)(b) applies, to the creditors,

(iii) in a case to which subsection (2)(c) applies, to the members of the company, or

(b) in a case to which subsection (2)(d) applies, include, as part of his or her application to the court, particulars of the terms upon which he or she seeks such an entitlement.

(4) A liquidator shall, as soon as is practicable after his or her appointment and in accordance with subsection (2), seek the agreement or, as the case may be, approval (or, as the case may require, the fixing) of the terms upon which he or she has an entitlement to remuneration.

(5) Subject to subsection (6), the terms upon which a liquidator has an entitlement to remuneration may be varied by—

(a) a subsequent agreement between the liquidator and the committee of inspection,

(b) approval thereto (given by the means referred to in subsection (2)(b) or (c), as appropriate) of the creditors or members, or

as the case may be.

(6) No such variation may, without the consent of the liquidator, reduce the entitlement of the liquidator to remuneration for work that has already been performed.

(7) This section is subject to sections 647 and 648.

647. Liquidator’s entitlement to receive payment where entitlement to remuneration exists

647. (1) This section—

(a) applies where the liquidator’s entitlement to remuneration exists by virtue of the terms in respect thereof having been agreed, fixed or otherwise set in the manner specified in section 646, and

(b) is subject to section 648.

(2) A liquidator shall be entitled to receive payment in respect of his or her remuneration (whether for the entire or any portion of his or her services in the winding up, or by way of a payment on account) provided the amount sought to be received in that behalf has—

(a) where there is a committee of inspection, been approved by the committee of inspection, or

(b) in a winding up by the court or a creditors’ voluntary winding up, where—

(i) there is no committee of inspection, or

(ii) the committee of inspection does not approve the amount,

been approved by resolution of the creditors, or

(d) where the creditors or members, as the case may be — having been requested to do so by the liquidator — fail to pass a resolution in accordance with paragraph (b) or (c), been fixed by the court or such person as the court may designate for that purpose.

(3) Before the amount of remuneration sought to be received has been agreed, approved or fixed, as the case may be, in accordance with subsection (2), the liquidator shall, as appropriate—

(a) cause the prescribed particulars in respect of that amount to be furnished—

(i) in a case to which subsection (2)(a) applies, to the committee of inspection,

(ii) in a case to which subsection (2)(b) applies, to the creditors,

(iii) in a case to which subsection (2)(c) applies, to the members of the company,

(b) in a case to which subsection (2)(d) applies, include, as part of his or her application to the court, prescribed particulars in respect of that amount.

648. Supplemental provisions in relation to sections 646 and 647

648. (1) The terms upon which a liquidator has an entitlement to remuneration, as agreed, fixed or otherwise set in accordance with section 646, may include provision for reference to arbitration of any dispute that may arise as to the amount of remuneration to which the liquidator is thereby entitled under section 647.

(2) If the foregoing terms do not include a provision of the foregoing kind, the liquidator and—

(a) where the case is one of a winding up by the court or a creditors’ voluntary winding up, the creditors acting by resolution passed at a meeting of the creditors for the purpose, or

(b) where the case is one of a members’ voluntary winding up, the members of the company acting by resolution passed at a meeting of the company for the purpose,

may agree to refer to arbitration any dispute as to the amount of remuneration to which the liquidator is entitled under section 647.

(3) In an arbitration of a dispute as to the amount of remuneration to which a liquidator is entitled under section 647, the matters specified in subsection (9) shall be taken into account by the arbitrator.

(4) Not later than 28 days after—

(a) the date on which an agreement or approval has been made or given in accordance with section 646(2)(a), (b) or (c), as the case may be, in respect of such terms, or

(b) the date on which any variation referred to in section 646(5) has been made of such terms,

any creditor or member of the company concerned may apply to the court to review the terms upon which the liquidator has an entitlement to remuneration as so agreed, approved or varied, and, on the making of such an application, the court may, as it thinks fit—

(i) confirm the terms as so agreed, approved or varied, or

(ii) alter those terms.

(5) Not later than 28 days after the date on which an agreement or approval has been made or given in accordance with section 647(2)(a), (b) or (c), as the case may be, in respect of an amount of remuneration of a liquidator, any creditor or member of the company concerned may apply to the court to review that amount as so agreed or approved and, on the making of such an application, the court may, as it thinks fit—

(a) confirm that amount as so agreed or approved, or

(b) alter that amount.

(6) If, on an application under subsection (4) or (5)—

(a) the court does not vary, in a manner less favourable to the liquidator, the terms of the liquidator’s entitlement to remuneration or, as the case may be, reduce an amount of his or her remuneration, the applicant shall bear the costs, fees and expenses of the application, or

(b) the court does vary, in a manner less favourable to the liquidator, the terms of the liquidator’s entitlement to remuneration or, as the case may be, reduce an amount of his or her remuneration, the court may make such order as it deems fit as to the costs, fees and expenses of the application.

(7) For the purpose of holding a meeting in accordance with section 646 or 647 or this section, the liquidator may convene a meeting of the creditors of the company, the members of the company or the committee of inspection, as the case may be.

(8) Where a company is ordered to be wound up by the court upon grounds other than those specified in section 569(1)(d) (company unable to pay its debts) then, upon it being established to the satisfaction of the court that the company is not insolvent, the provisions of sections 646 and 647 and this section that are applicable to a members’ voluntary winding up shall, where the court so directs, apply to that company.

(9) In—

(a) fixing the amount of a provisional liquidator’s remuneration under section 645; or

(b) the agreeing, approval, fixing or review under section 646 or 647 or this section, as the case may be, of—

(i) the terms of a liquidator’s entitlement to remuneration, or

(ii) the amount of a liquidator’s remuneration,

the following shall be taken into account by the court, the committee of inspection, the creditors or, as the case may be, the members:

(i) the time properly required to be given by the person as liquidator and by his or her assistants in attending to the company’s affairs;

(ii) the complexity (or otherwise) of the case;

(iii) any respects in which, in connection with the company’s affairs, there falls on the liquidator any responsibility of an exceptional kind or degree;

(iv) the effectiveness with which the liquidator appears to be carrying out, or to have carried out, his or her duties; and

(v) the value and nature of the property with which the liquidator has to deal.

(10) In sections 645 to 647 and this section “remuneration” includes remuneration for services in the winding up performed by the liquidator personally and by his or her assistants on his or her authority.

649. Disclosure of interest by creditors etc. at creditors’ meeting

649. (1) Where, at a meeting of creditors, a resolution is proposed for the appointment of a liquidator, any creditor who has a connection with the proposed liquidator shall, before the resolution is put, make such connection known to the chairperson of the meeting who shall disclose that fact to the meeting, together with particulars thereof.

(2) Subsection (1) shall also apply to any person at the meeting, being a representative of a creditor and entitled to vote on the resolution on his or her behalf.

(3) Where the chairperson of a meeting of creditors has any such connection as is mentioned in subsection (1), he or she shall disclose that fact to the meeting, together with particulars thereof.

(4) For the purposes of this section, a person has a connection with a proposed liquidator if he or she is—

(a) a parent, spouse, civil partner, brother, sister or child of, or

(b) employed by, or a partner of,

the proposed liquidator.

(5) A person who fails to comply with this section shall be guilty of a category 3 offence.

(6) In subsection (4) the reference to a child of the proposed liquidator shall be deemed to include a reference to a child of the proposed liquidator’s civil partner who is ordinarily resident with the proposed liquidator and the civil partner.

(7) In exercising its jurisdiction under section 588 or 638 (which relate to the appointment or removal of a liquidator), the court may have regard to any failure to comply with this section.

650. Duty of liquidators to include certain information in returns, etc.

650. (1) In this section “periodic return” includes a periodic account, a periodic abstract and a periodic statement.

(2) Where a liquidator of a company is obliged by or under this Act to make a periodic return in relation to his or her activities as liquidator, he or she shall incorporate in such return a report as to whether, at the date of such return, any past or present director or other officer, or any member, of the company is a person—

(a) in respect of whom a declaration has been made under any provision of this Act that he or she should be personally liable for all or any part of the debts of a company, or

(b) who is, or is deemed to be, subject to a disqualification order under Part 14 or a declaration of restriction under Chapter 3 of that Part.

(3) A liquidator who contravenes subsection (2) shall be guilty of a category 3 offence.

651. Penalty for default of liquidator in making certain accounts and returns

651. Where a liquidator is in default in relation to the making or filing of a periodic account, abstract, statement or return in pursuance of any provision of this Act he or she shall be guilty of a category 4 offence.

652. Enforcement of duty of liquidator to make returns

652. (1) Subsection (2) applies if a liquidator of a company, having made default in filing, delivering or making any return, account or other document, or in giving any notice which a liquidator is by law required to file, deliver, make or give, fails to make good the default within 14 days after the date of service on him or her of a notice requiring him or her to do so or such greater period of time as may be specified in the notice.

(2) Where this subsection applies, the court may, on an application made for the purpose, make an order directing the liquidator to make good the default within such time as may be specified in the order.

(3) Any contributory or creditor of the company, the F506[Authority] or the Registrar may make an application for the purposes of this section.

(4) The order under this section may provide that all costs of and incidental to the application shall be borne by the liquidator.

(5) Nothing in this section shall be taken to prejudice the operation of any enactments imposing penalties on liquidators in respect of any such default as is mentioned in subsection (1).

653. Director’s power to examine books and records

653. (1) In this section—

“appropriate person”, in relation to the company referred to in subsection (3), means any of the following:

(a) the company;

(b) irrespective of the time at which he or she holds or held such status (but subject, in the case of subparagraph (iii), to subsection (2))—

(i) a liquidator of the company,

(ii) an officer or statutory auditor of the company, or

(iii) a receiver appointed to any property of the company;

“books and records” means the books and records of the company and, in addition, in the case of a request under subsection (3) made of a liquidator, statutory auditor or receiver, the books and records of the liquidator, statutory auditor or receiver;

“liquidator” includes a provisional liquidator.

(2) For the avoidance of doubt, the powers under this section do not extend to a case in which a receivership alone has been conducted in relation to any property of the company (which case is governed by section 446 (F507[Authority] may request production of receiver’s books)).

(3) Where a company is being wound up or has been dissolved, the F507[Authority may]—

(a) on F507[its] own motion, or

(b) where a complaint is made to the F507[Authority] by a member, contributory or creditor of the company,

request (specifying the reason why the request is being made) an appropriate person to produce to the F507[Authority the books] and records for examination, and the appropriate person shall comply with the request.

(4) In the case of a request of a liquidator or a receiver under subsection (3), the request may relate to a particular winding up or receivership process or to all windings up or receiverships conducted by the liquidator or receiver.

(5) An appropriate person shall—

(a) answer any questions of the F507[Authority] concerning the content of the books and records requested to be produced under subsection (3),

(b) if he or she is a liquidator or receiver, answer any questions of the F507[Authority] concerning the conduct of a particular winding up or receivership, or all windings up or receiverships conducted by the appropriate person, as the case may be, and

(6) An appropriate person shall give to the F507[Authority] such access and facilities as are necessary for inspecting and taking copies of books and records requested to be produced by him or her under subsection (3).

(7) A request under subsection (3) may not be made in respect of books and records relating to a winding up or receivership that has concluded more than 6 years prior to the date of the request but nothing in this subsection is to be read as requiring a liquidator to keep any books or records for a period longer than that specified in section 696(2).

(8) An appropriate person who—

(a) fails to comply with a request under subsection (3),

(b) fails to answer any question under subsection (5)(a) or (b),

(d) without lawful excuse, fails to give the F507[Authority] the access or facilities referred to in subsection (6),

shall be guilty of a category 2 offence.

(9) Nothing in this section shall be taken as excluding or restricting any statutory rights of the Government, a Minister of the Government or a person acting under the authority of the Government or a Minister of the Government, or the powers of any person under Part 13.

CHAPTER 9 Contributories

654. Liability of contributory

654. (1) The liability of a contributory shall create a debt accruing due from him or her at the time when his or her liability commenced, but payable at the times when calls are made for enforcing the liability.

(2) An action to recover a debt created by this section shall not be brought after the expiration of 12 years after the date on which the cause of action accrued.

655. Liability as contributories of past and present members

655. (1) Subject to subsection (2), in the event of a company being wound up, every present and past member shall be liable to contribute to the assets of the company to an amount sufficient for payment of its debts and liabilities, and the costs, charges and expenses of the winding up, and for the adjustment of the rights of the contributories among themselves.

(2) The following qualifications apply in relation to subsection (1):

(a) no contribution shall be required from any member exceeding the amount, if any, unpaid on the shares in respect of which he or she is liable as a present or past member;

(b) a past member shall not be liable to contribute if he or she has ceased to be a member for one year or more before the commencement of the winding up;

(c) a past member shall not be liable to contribute in respect of any debt or liability of the company contracted after he or she ceased to be a member;

(d) a past member shall not be liable to contribute unless it appears to the court that the existing members are unable to satisfy the contributions required to be made by them in pursuance of this Act;

(e) a sum due to any member of the company, in his or her character of a member, by way of dividends, profits or otherwise, shall not be deemed to be a debt of the company, payable to that member in a case of competition between himself or herself and any other creditor not a member of the company, but any such sum may be taken into account for the purpose of the final adjustment of the rights of the contributories among themselves.

656. Settlement of list of contributories

656. (1) Subject to subsection (3), in the event of a company being wound up, the liquidator shall, as soon as is reasonably practicable, settle a list of contributories.

(2) In a winding up the court shall, for the purpose of the foregoing function of the liquidator or any other relevant purpose of this Part, have the same power as it has under section 173, in the circumstances generally of a company, to rectify the register of members.

(3) Where it appears to the liquidator that it will not be necessary to make calls on or adjust the rights of contributories, the liquidator may dispense with the settlement of a list of contributories.

(4) In settling the list of contributories, the liquidator shall distinguish between persons who are contributories in their own right and persons who are contributories as being representatives of or liable for the debts of others.

657. Power to make calls

657. (1) The liquidator may, either before or after he or she has ascertained the sufficiency of the assets of the company, make calls on all or any of the contributories for the time being on the list of contributories to the extent of their liability, for payment of any money which the liquidator considers necessary—

(a) to satisfy the debts and liabilities of the company,

(b) to satisfy the costs, charges and expenses of the winding up, and

and may make a demand for payment of any calls so made.

(2) Without derogating from the power of the liquidator under subsection (1) to make such calls, the court, upon the application of the liquidator made on notice to the contributory or contributories concerned, may, either before or after it has ascertained the sufficiency of the assets of the company, exercise the following power in relation to calls.

(3) That power is to make calls on all or any of the contributories for the time being on the list of contributories to the extent of their liability, for payment of any money which the court considers necessary—

(a) to satisfy the debts and liabilities of the company,

(b) to satisfy the costs, charges and expenses of the winding up, and

and may make an order for payment of any calls so made.

(4) In making a call under this section, the court or liquidator may take into consideration that some of the contributories may partly or wholly fail to pay the call.

658. Adjustment of rights of contributories

658. The liquidator shall adjust the rights of the contributories among themselves and distribute any surplus among the persons entitled thereto.

659. Payment of debts due by contributory to the company and extent to which set-off allowed

659. (1) The court may make an order requiring any contributory for the time being on the list of contributories to pay, in a manner directed by the order, any money due from him or her or from the estate of the person whom he or she represents to the company, exclusive of any money payable by him or her or the estate by virtue of any call in pursuance of this Act.

(2) When all the creditors are paid in full, any money due on any account whatever to a contributory from the company may be allowed to him or her by way of set-off against any subsequent call.

660. Order in relation to contributory to be conclusive evidence

660. (1) An order made by the court in relation to a contributory shall, subject to any right of appeal, be conclusive evidence that the money, if any, thereby appearing to be due or ordered to be paid is due.

(2) All other relevant matters stated in such an order shall be taken to be truly stated as against all persons and in all proceedings.

661. Liability in case of death of contributory

661. (1) If a contributory dies, either before or after he or she has been placed on the list of contributories, his or her personal representatives shall be liable in due course of administration to contribute to the assets of the company in discharge of his or her liability and shall be contributories accordingly.

(2) If the personal representatives make default in paying any money ordered to be paid by them, proceedings may be taken for the administration of the estate of the deceased contributory or otherwise for compelling payment thereout of the money due.

662. Civil Liability Act 1961 not affected

662. Nothing in section 661 or any other provision of this Part affects any restriction under the Civil Liability Act 1961 as to the time within which proceedings are maintainable against the estate of a deceased person.

663. Bankruptcy of contributory

663. (1) If a contributory becomes bankrupt, either before or after he or she has been placed on the list of contributories, the following provisions apply:

(a) the assignee in bankruptcy—

(i) shall represent the bankrupt for all the purposes of the winding up, and shall be a contributory accordingly, and

(ii) may be called on to admit to proof against the estate of the bankrupt, or otherwise to allow to be paid out of the bankrupt’s assets in due course of law, any money due from the bankrupt in respect of his or her liability to contribute to the assets of the company;

and

(b) there may be proved against the estate of the bankrupt the estimated value of his or her liability to future calls as well as calls already made.

(2) Nothing in this section affects, to the extent and under the circumstances allowable under—

(a) the general law pertaining to the application of different jurisdictions’ laws and procedures,

(b) any Community act, or

the enforcement, in a winding up or other insolvency proceedings outside the State, of any liability of an individual who is a contributory.

664. Corporate insolvency of contributory

664. (1) If a contributory is a company which is being wound up, either voluntarily or by the court (and whether its winding up commences before or after it has been placed on the list of contributories), the following provisions apply:

(a) the liquidator of the contributory company—

(i) shall represent it for all the purposes of the winding up, and shall be a contributory accordingly, and

(ii) may be called on to admit to proof in the contributory company’s winding up or otherwise to allow to be paid out of its assets in due course of law, any money due from the contributory company in respect of its liability to contribute to the assets of the company;

and

(b) there may be proved against the contributory company the estimated value of its liability to future calls as well as calls already made.

(2) In subsection (1) the first reference to a company and each reference to a contributory company is a reference to any of the following:

(a) a private company limited by shares;

(b) a designated activity company;

(d) a company limited by guarantee;

(e) an unlimited company;

(f) an unregistered company.

(3) Nothing in this section affects, to the extent and under the circumstances allowable under—

(a) the general law pertaining to the application of different jurisdictions’ laws and procedures,

(b) any Community act, or

the enforcement, in a winding up or other insolvency proceedings outside the State, of any liability of a body or undertaking that is a contributory.

665. Winding up of company that had been an unlimited company before re-registration

665. In the event of the winding up of a company that had been an unlimited company before it re-registered under this Act as a private company limited by shares, the following provisions have effect:

(a) notwithstanding section 1278(2)(a), a past member of the company who was a member thereof at the time of re-registration shall, if the winding up commences within the period of 3 years beginning after the day on which the company is re-registered, be liable to contribute to the assets of the company in respect of its debts and liabilities contracted before that time;

(b) where no persons who were members of the company at the time of re-registration are existing members of the company, a person who, at that time was a present or past member thereof shall, subject to section 1278(2)(a) and to paragraph (a), but notwithstanding section 1278(2)(c) be liable to contribute in the foregoing manner despite the fact that the existing members have satisfied the contributions required to be made by them in pursuance of this Act; and

(c) notwithstanding section 655(2)(a), there shall be no limit on the amount which a person who, at the time of re-registration, was a past or present member of the company, is liable to contribute in the foregoing manner.

CHAPTER 10 Committee of inspection

666. Appointment of committee of inspection in court ordered winding up

666. F508[(1) (a) When a winding-up order has been made by the court, the liquidator shall inform the creditors of the company of their power to appoint a committee of inspection under this section.

(b) When a winding-up order has been made by the court, the liquidator may and, if directed to do so by a creditor or creditors representing not less than one-tenth in value of the creditors of the company shall, summon a meeting of the creditors of the company for the purpose of determining—

(i) whether or not a committee of inspection is to be appointed, and

(ii) who are to be the members of the committee if so appointed.]

(2) F508[Subject to subsection (2A), at a meeting] summoned in accordance with subsection (1), the creditors may, if they think fit, appoint a committee of inspection consisting of not more than 5 persons appointed under this subsection.

F509[(2A) Where the employees of the company elect or appoint one of their number as an employees’ representative for the purpose of serving on any committee of inspection referred to in subsection (2), the person so elected or appointed shall be one of the persons appointed under that subsection.]

(3) If such a committee is appointed the company may, at any time subsequently in general meeting, appoint not more than 3 persons to act as members of the committee, provided that the number of members of the committee shall not at any time exceed eight.

(4) The creditors may resolve that all or any of the persons appointed under subsection (3) by the company ought not to be members of the committee of inspection, and if the creditors so resolve, the persons mentioned in the resolution shall not, unless the court, on application to it, otherwise directs, be qualified to act as members of the committee.

(5) On an application to the court under subsection (4), the court may appoint other persons to act as members of the committee of inspection in place of the persons mentioned in the resolution concerned.

(6) Where a meeting of the creditors or members of the company is being summoned under this section, the notice of the meeting shall indicate who are proposed to be appointed as the members of the committee of inspection by the meeting concerned.

F509[(7) If a liquidator, without reasonable excuse, fails to comply with subsection (1)(a), he or she shall be guilty of a category 4 offence.]

667. Appointment of committee of inspection in a creditors’ voluntary winding up

667. (1) F510[Subject to subsection (1A), the creditors] of the company at the meeting to be held in pursuance of section 587, or at any subsequent meeting, may appoint a committee of inspection consisting of not more than 5 persons appointed under this subsection.

F511[(1A) Where the employees of the company elect or appoint one of their number as an employees’ representative for the purpose of serving on any committee of inspection as mentioned in subsection (1), the person so elected or appointed shall be one of the persons appointed under that subsection.]

(2) If such a committee is appointed, the company may, either at the meeting at which the resolution for voluntary winding up is passed or at any time subsequently in general meeting, appoint not more than 3 persons to act as members of the committee, provided that the number of members of the committee shall not at any time exceed eight.

(3) The creditors may resolve that all or any of the persons appointed under subsection (2) by the company ought not to be members of the committee of inspection, and if the creditors so resolve, the persons mentioned in the resolution shall not, unless the court, on application to it, otherwise directs, be qualified to act as members of the committee.

(4) On an application to the court under subsection (3), the court may appoint other persons to act as members of the committee of inspection in place of the persons mentioned in the resolution concerned.

668. Constitution and proceedings of committee of inspection

668. (1) A committee of inspection appointed in pursuance of this Act (the “committee”) shall meet at such times as they from time to time appoint, and the liquidator or any member of the committee may also call a meeting of the committee as and when he or she thinks necessary.

(2) The committee may act by a majority of their members present at a meeting but shall not act unless a majority of the committee is present.

(3) A member of the committee may resign by notice in writing signed by him or her and delivered to the liquidator.

(4) A person’s office as member of the committee becomes vacant if and upon any of the following happening:

(a) the person is adjudicated bankrupt or compounds or arranges with his or her creditors;

(b) the person is absent from 2 consecutive meetings of the committee without the leave of those persons who, together with himself or herself, were appointed as members of the committee by the creditors or, as the case may be, members of the company.

(5) A member of the committee may be removed by resolution at a meeting of—

(a) creditors of the company if he or she was appointed as member of the committee by those creditors, or

(b) the company if he or she was appointed as member of the committee by the company,

being a meeting of which 7 days’ notice has been given and which notice stated the object of the meeting.

(6) Subject to subsection (7), on a vacancy occurring in the committee, the liquidator shall forthwith summon a meeting of—

(a) creditors of the company, or

(b) if the person who vacated office had been appointed by the company, of the company,

to fill the vacancy, and the meeting may, by resolution, reappoint the person who vacated office F512[, subject to subsection (6A),]or appoint another person to fill the vacancy.

F512[(6A) Where—

(a) the person who vacated office had been appointed by virtue of section 666(2A) or 667(1A), and

(b) the employees of the company elect or appoint another of their number under section 666(2A) or, as the case may be, section 667(1A),

the person so elected or appointed shall, subject to subsection (7), be appointed to fill the vacancy.]

(7) If the liquidator, having regard to the position in the winding up, is of the opinion that it is unnecessary for a vacancy occurring in the committee to be filled, he or she may apply to the court and the court may make an order that the vacancy shall not be filled or shall not be filled except in such circumstances as may be specified in the order.

(8) The continuing members of the committee, if not less than 2, may act notwithstanding any vacancy in the committee.

(9) A member of the committee shall not make a profit from the winding up, except with the leave of the court or the sanction of—

(a) in the case of a members’ voluntary winding up, a resolution of the company, or

(b) in the case of a creditors’ voluntary winding up, a resolution of the creditors of the company.

(10) At a meeting of creditors, a resolution shall, for the purposes of this section (other than subsection (9)(b)), be deemed to be passed when a majority in number of the creditors present personally or by proxy and voting on the resolution have voted in favour of the resolution.

CHAPTER 11 Court’s powers

669. Power to annul order for winding up or to stay winding up

669. (1) At any time after an order for winding up is made, the court—

(a) on the application of the liquidator or any creditor or contributory, and

(b) on proof to the satisfaction of the court that the order for winding up ought to be annulled,

may make an order annulling the order for winding up on such terms and conditions as the court thinks fit.

(2) Without prejudice to subsection (6), where the court makes an order under subsection (1), the applicant shall forthwith give notice of the making of the order in the prescribed form to the Registrar.

(3) At any time after an order for winding up is made, the court—

(a) on the application of the liquidator or any creditor or contributory, and

(b) on proof to the satisfaction of the court that all proceedings in relation to the winding up ought to be stayed,

may make an order staying the proceedings, either altogether or for a limited time, on such terms and conditions as the court thinks fit.

(4) Where the court makes an order under subsection (1) or (3), it may give such directions as to the retention or disposal of the company’s seal, books and papers as it thinks fit.

(5) On any application under this section the court may require the liquidator to furnish to the court a report relating to any facts or matters which are in the liquidator’s opinion relevant to the application.

(6) A certified copy of an order made under subsection (1) or (3) shall forthwith, upon the perfection of the order, be forwarded by the company, or by such other person as the court may direct, to the Registrar.

(7) If the applicant referred to in subsection (2) makes default in complying with that subsection, the applicant shall be guilty of a category 4 offence.

(8) If a company makes default in complying with subsection (6), the company and any officer of it who is in default shall be guilty of a category 4 offence.

(9) If any other person makes default in complying with subsection (6), the person shall be guilty of a category 4 offence.

670. Attendance of officers of company at meetings

670. The court may, on the application of the F513[Authority] or the liquidator, or on its own motion, make an order requiring the attendance of any officer of the company at—

(a) any meeting of creditors,

(b) any meeting of contributories,

(d) any meeting of a committee of inspection,

for the purpose of giving information as to the trade, dealings, affairs or property of the company.

671. Power of court to summon persons for examination

671. (1) The court may exercise the following power:

(a) of its own motion; or

(b) on the application of the F514[Authority] or the liquidator or provisional liquidator;

at any time after the appointment of a provisional liquidator, the making of a winding-up order or the passing of a resolution to wind up a company voluntarily.

(2) That power of the court is to summon before it—

(a) any officer of the company,

(b) any person known or suspected to have in his or her possession any property of the company or supposed to be indebted to the company, or

(i) promotion or formation,

(ii) trade or dealings, or

(iii) affairs or property,

of the company.

(3) The court may examine on oath any person so summoned concerning the matters referred to in subsection (2)(c)(i) to (iii), either by word of mouth or on written interrogatories, and may reduce his or her answers to writing and require him or her to sign them.

(4) The court may require any person referred to in subsection (2) to produce any accounting records, deed, instrument, or other document or paper relating to the company that are in his or her custody or power.

(5) The court may, before the examination takes place, require any person referred to in subsection (2) to place before it a statement, in such form as the court may direct, of any transactions between him or her and the company of a type or class which the court may specify.

(6) If, in the opinion of the court, it is just and equitable to do so, it may direct that the costs of the examination be paid by the person examined.

(7) A person who is examined under this section shall not be entitled to refuse to answer any question put to him or her on the ground that his or her answer might incriminate him or her and any answer by the person to such a question may be used against that person in any proceedings except proceedings for the prosecution of that person for an offence (other than perjury).

(8) If a person, without reasonable excuse, fails at any time—

(a) to attend his or her examination under this section, or

(b) to comply with the requirement under subsection (3) as regards signing the matters there referred to or the requirement under subsection (4) or (5),

he or she shall be guilty of contempt of court and liable to be punished accordingly.

(9) If—

(a) a person without reasonable excuse fails at any time to attend his or her examination under this section, or

(b) there are reasonable grounds for believing that a person has absconded, or is about to abscond, with a view to avoiding or delaying his or her examination under this section,

the court may cause that person to be arrested and the person’s books and documents and movable personal property to be seized or secured and the person and them to be detained until such time as the court may order.

672. Order for payment or delivery of property against person examined under section 671

672. (1) If, in the course of an examination under section 671, it appears to the court that any person being examined—

(a) is indebted to the company, or

(b) has in his or her possession or control any money, property or books and papers of the company,

the court may, of its own motion or on the application of the F515[Authority] or the liquidator, order such person—

(i) to pay to the liquidator the amount of the debt or any part of it, or

(ii) to pay, deliver, convey, surrender or transfer to the liquidator such money, property or books and papers or any part of it or them,

as the case may be, at such time and in such manner and on such terms as the court may direct.

(2) Where the court has made an order under subsection (1), it may, on the application of the F515[Authority] or the liquidator, make a further order permitting the applicant or another person specified in the order, accompanied (in either case) by such persons as the applicant thinks appropriate, to—

(a) enter at any time or times within 30 days after the date of issue of the order, any premises (including a dwelling) owned or occupied by the person the subject of the order under subsection (1) (using such force as is reasonably necessary for the purpose),

(b) search the premises so entered, and

(3) Where the court has made an order under subsection (2), the applicant shall report to it as soon as may be on the outcome of any action on foot of the court’s order and the court shall direct the applicant as to the disposition of anything seized on foot of the order.

(4) A direction under subsection (3) shall not be made in favour of the F515[Authority except in respect of the Authority’s] costs and reasonable expenses.

(5) A person who obstructs the exercise of—

(a) a right of entry, search and seizure conferred by virtue of an order made under subsection (2), or

(b) a right so conferred to take possession of anything referred to in that subsection, shall be guilty of a category 2 offence.

(6) Proceedings on foot of an offence alleged to be committed under subsection (5) shall not prejudice the power of the court to issue proceedings for contempt of court for failure by a person to comply with an order under this section.

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

673. Delivery of property of company to liquidator

673. (1) In a winding up of a company, on notice in writing being given by the liquidator requiring him or her to do so, any:

(a) contributory for the time being on the list of contributories;

(b) trustee;

(d) banker; or

(e) agent or officer;

of the company shall, within such period as is specified in the notice, pay, deliver, convey, surrender or transfer to or into the hands of the liquidator any money, property, books or papers which happen to be in his or her hands for the time being and to which the company is prima facie entitled.

(2) The court may exercise the following power:

(a) of its own motion; or

(b) on the application of the liquidator;

at any time after the appointment of a provisional liquidator, the making of a winding-up order or the passing of a resolution to wind up a company voluntarily.

(3) That power of the court is to require a person referred to in any of paragraphs (a) to (e) of subsection (1) to pay, deliver, convey, surrender or transfer forthwith, or within such period as the court directs, to the liquidator any money, property or books and papers in his or her hands to which the company concerned is prima facie entitled.

(4) In discharging the duties imposed by section 624, the liquidator shall, for the purpose of acquiring or retaining possession of the property of the company, be in the same position as if he or she were a receiver of the property appointed by the court, and the court may, on the application of the liquidator, enforce such acquisition or retention accordingly.

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

674. Power to exclude creditors not proving in time

674. (1) Subject to subsections (3) and (4), the liquidator may fix a time or times within which creditors are to prove their debts or claims or to be excluded from the benefit of any distribution made before those debts or claims are proved.

(2) The time or times so fixed by the liquidator shall be notified, in writing, by him or her to the creditors.

(3) A time shall not be fixed pursuant to subsection (1) which falls earlier than 28 days after the day on which creditors are notified under subsection (2) of the fixing of that time.

(4) The court may upon the application of a creditor, made on notice to the liquidator, extend the time fixed pursuant to subsection (1) within which that creditor may prove his or her debt or claim.

675. Order for arrest and seizure, etc.

675. (1) The court may, in either of the cases specified in subsection (2)—

(a) at any time after the presentation of a petition to wind up a company or the passing of a resolution to wind up a company voluntarily, and

(b) on proof of probable cause for believing that a contributory, director, shadow director, secretary or other officer of the company is about to quit the State or otherwise to abscond or to remove or conceal any of his or her property for the purpose of evading payment of calls or of avoiding examination about the affairs of the company,

cause—

(i) the contributory, director, shadow director, secretary or other officer to be arrested, and

(ii) that person’s books and papers and movable personal property to be seized or secured,

and the person and them to be detained until such time as the court may order.

(2) The court may exercise the powers under subsection (1)—

(a) of its own motion, or

(b) on the application of the F516[Authority], a creditor of the company or any other interested person.

676. Provisions as to arrangement binding creditors

676. (1) Any arrangement entered into between a company about to be, or in the course of being, wound up and its creditors shall, subject to the right of appeal under this section, be binding on the company if sanctioned by a special resolution and on the creditors if acceded to by three-fourths in number and value of the creditors.

(2) Any creditor or contributory may, within 21 days after the date of completion of the arrangement, appeal to the court against it, and the court, on the hearing of the appeal, may, as it thinks just, amend, vary or confirm the arrangement.

(3) This section is in addition to the circumstances in which a compromise or arrangement in relation to a company may become binding under Chapter 1 of Part 9.

CHAPTER 12 Provisions supplemental to conduct of winding up

677. Effect of winding up on business and status of company

677. (1) From the commencement of the winding up, the company shall cease to carry on its business, except so far as may be required for the beneficial winding up of it.

(2) However the corporate state and corporate powers of the company shall, notwithstanding anything to the contrary in its constitution, continue until it is dissolved.

(3) On the appointment of a liquidator, other than a provisional liquidator, all the powers of the directors of the company shall cease, except so far as—

(a) in the case of a winding up by the court or a creditors’ voluntary winding up, the committee of inspection or, if there is no such committee, the creditors, sanction (in either case, with the approval of the liquidator) the continuance of those powers, or

(b) in the case of a members’ voluntary winding up, the members in general meeting sanction the continuance of those powers.

(4) The continuance of the directors’ powers by virtue of a sanction under subsection (3) shall not, in any case, and notwithstanding anything in section 40, operate to give precedence to any decision or act of the directors made or done during the course of the winding up over that made or done by the liquidator in respect of the matter concerned and, without prejudice to the foregoing, no decision or act made or done by the directors in respect of a matter falling within section 627 shall be valid unless made or done with the prior consent of the liquidator, but this is subject to subsection (5).

(5) The court may, on application to it by a person aggrieved, grant such relief as it thinks appropriate from the sanction of invalidity provided under subsection (4) if it is satisfied that the person (not being an officer of the company) acted in good faith in the matter.

(6) An application under subsection (5) shall be made on notice to the liquidator and—

(a) each creditor who has submitted a proof of his or her debt or claim under and in accordance with this Part, and

(b) each contributory for the time being on the list of contributories.

678. Actions against company stayed on winding-up order

678. (1) When in relation to a company—

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

(b) a provisional liquidator has been appointed, or

no action or proceeding shall be proceeded with or commenced against the company except by leave of the court and subject to such terms as the court may impose.

(2) Subsection (1) shall not apply to the taking of proceedings before the F517[Workplace Relations Commission].

679. Director may direct convening of meetings

679. (1) Where a meeting is required to be held under this Part and such meeting is not held within the time required or in the manner required by or under this Part, the F518[Authority] may—

(a) direct the liquidator of the company concerned to convene (or, as appropriate, reconvene) such meeting, and

(b) specify procedures that are to be followed in convening (or reconvening) and holding such meeting, matters that are to be dealt with at such meeting and the time and location of such meeting.

(2) The F518[Authority, or its] authorised representative, may attend at any meeting convened or reconvened pursuant to subsection (1).

(3) A liquidator who fails to comply with a direction under subsection (1) shall be guilty of a category 3 offence.

680. Duty of liquidator to call meeting at end of each year

680. (1) If a members’ voluntary winding up continues for more than 12 months, then after—

(a) the first anniversary of the commencement of the winding up, and

(b) each subsequent anniversary of that commencement (and the winding up is continuing),

the liquidator has the following duty.

(2) That duty of the liquidator is to—

(a) summon, giving 7 days’ notice thereof, the holding of a general meeting of the company for a day falling not later than 28 days after the anniversary concerned, and

(b) lay before that meeting an account of his or her acts and dealings and of the conduct of the winding up during the preceding year.

F519[(2A) F520[…]]

(3) The liquidator shall, within 7 days after the date of such meeting, send a copy of the foregoing account to the Registrar.

(4) If a winding up by the court or a creditors’ voluntary winding up continues for more than 12 months, then after—

(a) the first anniversary of the commencement of the winding up, and

(b) each subsequent anniversary of that commencement (and the winding up is continuing),

the liquidator has the following duty.

(5) That duty of the liquidator is to—

(a) summon, giving 7 days’ notice thereof, the holding of—

(i) if a committee of inspection has been appointed, a meeting of the committee of inspection, or

(ii) if no committee of inspection has been appointed, a meeting of the creditors of the company,

for a day falling not later than 28 days after the anniversary concerned, and

(b) lay before that meeting an account of his or her acts and dealings and of the conduct of the winding up during the preceding year.

F519[(5A) F520[…]]

(6) The liquidator shall, within 7 days after the date of such meeting, send a copy of the foregoing account to the Registrar.

(7) Where a meeting of the committee of inspection is held pursuant to subsection (5)(a), that committee may, by resolution, direct the liquidator to convene a meeting of the creditors of the company and, where such a direction is so given, the liquidator shall cause such meeting to be convened and held no later than 21 days after the date of such resolution.

(8) Where section 584 has effect, subsections (4) to (6) shall apply to the winding up to the exclusion of subsections (1) to (3), as if the winding up were a creditors’ voluntary winding up and not a members’ voluntary winding up.

(9) If the liquidator fails to comply with any provision of this section, or a direction under it, he or she shall be guilty of a category 3 offence.

681. Information about progress of liquidation

681. (1) This section applies where the winding up of a company is not concluded within 12 months after the date of its commencement and is subject to subsection (4).

(2) Where this section applies, the liquidator of the company shall, at the intervals specified in subsection (3) until the winding up is concluded, send to the Registrar a statement in the prescribed form and containing the prescribed particulars about the proceedings in, and position of, the winding up.

(3) The intervals referred to in subsection (2) are—

(a) as regards the first of them — the interval ending on the date of the first anniversary of the commencement of the winding up (but, for the purposes of this interval, the obligation of the liquidator under subsection (2) may be fulfilled at any time before the expiry of 14 days after that anniversary), and

(b) as regards subsequent intervals — intervals of 6 months, or such F522[other] period as may be prescribed, following on from that first anniversary.

(4) The obligation under subsection (2) does not apply in relation to a particular winding up if and to the extent that the court specifies in a direction given by it.

(5) If a liquidator fails to comply with subsection (2), he or she shall be guilty of a category 3 offence.

682. Liquidator to report on conduct of directors

682. (1) In this section “insolvent company” has the same meaning as it has in Chapter 3 (restrictions on directors of insolvent companies) of Part 14.

(2) In a winding up of an insolvent company, the liquidator shall, within 6 months after the date of his or her appointment, and at intervals as required by the F523[Authority thereafter, provide to the Authority] a report F524[in the form prescribed by the Minister].

(3) F523[The Authority may] require the liquidator of an insolvent company—

(a) to answer, whether orally or in writing, any question that the F523[Authority] reasonably puts to the liquidator concerning the contents of a report made by the liquidator under subsection (2), the affairs of the company or the conduct of any director of the company (as that expression is to be read in accordance with section 683(1)(b)), and

(b) to give such other assistance (as he or she is reasonably able to give) to the F523[Authority for the purpose of the Authority’s appraisal of such a report or the Authority’s examination of any fact or allegation contained in it or which comes to the Authority’s knowledge by reason of an answer given under paragraph (a) or otherwise through the Authority’s] performance of functions under this Act,

and the liquidator shall comply with such a requirement.

(4) The F523[Authority’s powers under subsection (3) are in addition to the powers of the Authority] or any other person under any other provision of this Act.

(5) A liquidator who fails to comply with subsection (2) or a requirement under subsection (3) shall be guilty of a category 3 offence.

683. Obligation (unless relieved) of liquidator of insolvent company to apply for restriction of directors

683. (1) In this section—

(a) “insolvent company” has the same meaning as it has in Chapter 3 (restrictions on directors of insolvent companies) of Part 14; and

(b) a reference to a director of the insolvent company is a reference to a person who was a director or shadow director of the company at the date of, or within 12 months before, the commencement of its winding up.

(2) In a winding up of an insolvent company, where this subsection applies, the liquidator shall apply under section 819(1) for a declaration under that provision in respect of each of the directors of the company.

F525[(2A) The liquidator’s obligations under this Part in respect of an insolvent company shall continue to apply to him or her until the conclusion of all proceedings relating to an application for a declaration under section 819(1) restricting a director from being a director of a company, including until the conclusion of any appeal in relation thereto.]

(3) As respects subsection (2)—

(a) that subsection applies unless the F526[Authority has relieved the liquidator of the obligation to make the application under section 819(1) in relation to the winding up concerned or a particular director or directors (which power to so relieve is conferred on the Authority] by this paragraph), and

(b) where the F526[Authority] relieves the liquidator of that obligation in respect of one or more but not all of the directors, that subsection shall be read as applying to the director or directors as respects whom the liquidator has not been relieved of that obligation.

(4) An application in respect of a director under section 819(1), in compliance with subsection (2), shall be made not later than the expiry of—

(a) 2 months after the date on which the F526[Authority has notified the liquidator that the Authority] has not relieved the liquidator of the obligation to make the application in respect of the director, or

(b) such greater period of time as the F526[Authority] may allow for the purposes of the application.

(5) A liquidator who fails to comply with subsection (2) shall be guilty of a category 3 offence.

684. Inspection of books by creditors and contributories

684. (1) The court may, at any time after making a winding-up order or the commencement of a voluntary winding up, make such order for inspection of the accounting records, books and papers of the company by creditors or contributories as the court thinks just.

(2) Where such an order is made, any accounting records, books and papers in the possession of the company may be inspected by creditors or contributories accordingly, but not further or otherwise.

(3) Nothing in this section shall be taken as excluding or restricting any statutory rights of the Government, a Minister of the Government or a person acting under the authority of the Government or a Minister of the Government, or the powers of any person under Part 13.

685. Resolutions passed at adjourned meetings of creditors and contributories

685. Where a resolution is passed at an adjourned meeting of any creditors or contributories of a company, the resolution shall, for all purposes, be treated as having been passed on the date on which it was in fact passed and shall not be deemed to have been passed on any earlier date.

686. Books of company to be evidence in civil proceedings

686. When a company is being wound up, information contained in every book and record of the company and of the liquidator and any provisional liquidator shall, as between—

(a) the members, officers and contributories of the company, and

(b) any of the persons referred to in paragraph (a) and the liquidator, the provisional liquidator (if any) and the F527[Authority],

be admissible, in all civil proceedings, as evidence of any fact therein.

687. Liquidator may have regard to wishes of creditors and contributories

687. (1) Subject to this Part, the liquidator may, in the administration of the property of the company and in the distribution of the property among its creditors, have regard to any directions given to him or her by resolution of the creditors or contributories at any general meeting or by the committee of inspection (if any).

(2) In case of conflict—

(a) between any directions so given by the creditors and those so given by the contributories, or

(b) between any directions so given by the creditors or the contributories and any directions given by the committee of inspection,

the directions, in the case of paragraph (a), of the creditors shall override those of the contributories and the directions, in the case of paragraph (b), of the creditors or contributories shall override those of the committee of inspection.

(3) The liquidator—

(a) may convene general meetings of the creditors or contributories for the purpose of ascertaining their wishes, and

(b) shall, for that purpose, convene meetings of the creditors or, as the case may be, contributories—

(i) at such times as the creditors or contributories, as the case may be, by resolution direct, or

(ii) whenever requested in writing to do so by at least one-tenth in value of the creditors or, as the case may be, by at least one-tenth in number of the contributories.

688. Reporting to Director of misconduct by liquidators

688. (1) Where a disciplinary committee or tribunal (however called) of a prescribed professional body—

(a) finds that a member of that body who is conducting or has conducted a winding up has not maintained appropriate records in relation to that activity, or

(b) has reasonable grounds for believing that such a member has committed a category 1 or 2 offence during the course of conducting a winding up,

the professional body shall report the matter, giving details of the finding or, as the case may be, of the alleged offence, to the F528[Authority] forthwith.

(2) If a professional body fails to comply with this section, it, and any officer of the body to whom the failure is attributable, shall be guilty of a category 3 offence.

CHAPTER 13 General rules as to meetings of members, contributories and creditors of a company in liquidation

689. Meetings directed by the court

689. (1) This section shall apply to meetings in a winding up ordered by the court that are held or to be held at the direction of the court and shall have effect subject to any directions the court may give.

(2) If the court so directs, notice of a meeting may be given by advertisement in which case the object of the meeting need not be stated in the advertisement.

(3) A certified copy of the order of the court appointing a person as chairperson of a meeting shall be sufficient authority for the person so appointed to preside at such meeting.

(4) The chairperson of a meeting shall make a report of the result of the meeting in such form (if any) as the court directs.

690. Provisions as to meetings of creditors, contributories and members generally

690. Save where this Act otherwise provides, the provisions of sections 691 to 703 shall apply in relation to a meeting of creditors, contributories or members held or to be held under this Part.

690A. F529[Creditors’ meetings conducted by electronic means during interim period

690A. F530[…]]

691. Entitlement to attend and notice

691. (1) Every person appearing by the company’s books to be a creditor of the company shall be entitled to attend a meeting of creditors.

(2) The liquidator shall give to every person appearing by the company’s books or otherwise to be a contributory of the company notice of a meeting of contributories.

(3) Every person appearing by the company’s books or otherwise to be a member of the company shall be entitled to attend a meeting of members.

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