Companies Act 2014

• (4) The liquidator shall give notice in writing to every person entitled to attend a meeting of the time and place appointed for the meeting and of the subject matter of the meeting in such form as may be prescribed not less than 7 days before the day appointed for such meeting.

• F531[(4A) F532[…]]

• (5) The notice under subsection (4) to each creditor shall be sent to the address given in the creditor’s proof, or if he or she has not proved, to the address given in the statement of affairs of the company, if any, or to such other address as may be known to the liquidator.

• (6) The notice under subsection (4) to each contributory shall be sent to the address mentioned in the company’s books as the address of such contributory or to such other address as may be known to the liquidator.

• (7) The notice under subsection (4) to each member shall be sent to the address mentioned in the company’s books as the address of such member or to such other address as may be known to the liquidator.

• (8) Where a meeting of creditors, contributories or members is summoned by notice, the proceedings and resolutions of the meeting shall, unless the court otherwise orders, be valid notwithstanding that some creditors, contributories or members, as the case may be, may not have received the notice sent to them.

692. Location of meeting

692. (1) Every meeting shall be held at such place as is, in the opinion of the person convening the meeting, the most convenient for the majority of the creditors, contributories or members or all, as the case may be.

• F533[(1A) F534[…]]

• (2) Different times or places may be named for the meetings of creditors and for those of contributories and for those of members.

693. Costs of meetings

693. (1) Any person, other than the liquidator, who summons a meeting of creditors, contributories or members shall be liable for the costs of summoning the meeting and shall, before the meeting is summoned, deposit with the liquidator such sum as may be required by the liquidator as security for the payment of such costs.

• (2) Those costs shall be repaid out of the assets of the company if the court shall by order so direct or if the creditors or contributories (as the case may be) shall by resolution so direct.

• (3) This section shall not apply to meetings under section 587.

694. Chairperson

694. (1) At a meeting summoned by the liquidator, the liquidator or, if the liquidator is unable to act, someone nominated by him or her, shall be chairperson and at every other meeting of creditors, contributories or members the chairperson shall be such person as the meeting by resolution shall appoint.

• (2) This section shall not apply to meetings under section 587.

695. Passing resolutions

695. (1) At a meeting of creditors, a resolution shall be deemed to be passed when a majority in number and value of the creditors present personally or by proxy and voting on the resolution have voted in favour of the resolution.

• F535[(1A) F536[…]]

• (2) At a meeting of the contributories a resolution shall be deemed to be passed when a majority in number and value of the contributories present personally or by proxy and voting on the resolution have voted in favour of the resolution, the value of the contributories being determined according to the number of votes conferred on each contributory by the constitution of the company.

• F535[(2A) F536[…]]

• (3) This section shall not apply to a resolution referred to in section 588(6), 637(3) or section 668(5) or (6).

696. Registration of resolutions of creditors, contributories and members

696. (1) The liquidator shall forward to the Registrar a copy certified by the liquidator of every resolution of a meeting of creditors, contributories or members within 14 days after the date upon which the meeting concerned is held.

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

697. Proceedings at the meeting

697. (1) The chairperson of a meeting may, with the consent of the meeting, adjourn it from time to time and from place to place but the adjourned meeting shall be held at the same place as the original meeting unless—

• (a) in the resolution for adjournment another place is F537[specified, or]

• (b) the court otherwise F537[orders.]

• F538[(c) F539[…]]

• (2) Other than on the matter of election of the chairperson or an adjournment, a meeting may not act for any purpose, unless there are present or represented at the meeting—

• (a) in the case of a creditors’ meeting, at least 3 creditors entitled to vote or all the creditors entitled to vote if the number entitled to vote shall not exceed three, or

• (b) in the case of a meeting of contributories or members, at least 2 contributories or members, as the case may be.

• (3) If within 30 minutes from the time appointed for the meeting a quorum of creditors, contributories or members, as the case may be, is not present or represented, the meeting shall be adjourned to the same day in the following week at the same time and place or to such other day or time or place as the chairperson may appoint.

• (4) However the day so appointed by the chairperson shall be not less than 7 nor more than 21 days after the day from which the meeting was adjourned.

698. Entitlement to vote of creditors

698. (1) Subject to subsection (3), in the case of a meeting of creditors held pursuant to section 666 or of an adjournment thereof, a person shall not be entitled to vote as a creditor unless he or she has duly lodged with the liquidator, not later than the time mentioned for that purpose in the notice convening the meeting or adjourned meeting, a proof of the debt which he or she claims to be due to him or her from the company.

• (2) In the case of any other meeting of creditors and subject to subsection (3) and subsections (5) to (8), a person shall not be entitled to vote as a creditor unless he or she has lodged with the liquidator a proof of the debt which he or she claims to be due to him or her from the company and such proof has been admitted wholly or in part before the date on which the meeting is held.

• (3) Neither subsection (1) or (2) shall apply to any creditors or class of creditors who by virtue of this Act or rules of court are not required to prove their debts, and subsection (2) shall not apply to a meeting referred to in section 587.

• (4) The following subsections contain exceptions to, or apply restrictions on the exercise of, a creditor’s entitlement to vote at a meeting to which subsection (2) applies.

• (5) In respect of any unliquidated or contingent debt or any debt the value of which is not ascertained, the chairperson may put upon such a debt an estimated minimum value for the purpose of entitlement to vote and admit the creditor’s proof for that purpose.

• (6) A creditor shall not vote in respect of any debt on or secured by a current bill of exchange or promissory note held by him or her unless he or she is willing to do each of the following, namely:

• (a) to treat the liability to him or her on the bill or note of every person who is liable thereon antecedently to the company and against whom an adjudication order in bankruptcy has not been made, as a security in his or her hands;

• (b) to estimate the value of that liability; and

• (c) for purposes of voting but not for the purposes of dividend, to deduct that liability from his or her proof.

• (7) Unless he or she surrenders his or her security, a secured creditor shall, for the purpose of voting, state:

• (a) in his or her proof; or

• (b) in the case of a meeting that falls within subsection (8), in the statement referred to in that subsection,

the following matters:

• (i) the particulars of his or her security;

• (ii) the date when that security was given; and

• (iii) the value at which he or she assesses that security,

and shall be entitled to vote only in respect of the balance (if any) due to him or her after deducting the value of that security.

• (8) For the purpose of voting at a meeting in a voluntary winding up (not being a meeting referred to in section 587), a secured creditor shall, unless the secured creditor surrenders his or her security, lodge with the liquidator, before the meeting, a statement stating the matters referred to in subsection (7)(i) to (iii).

• (9) The chairperson may admit or reject a proof for the purpose of voting, but an appeal shall lie to the court against his or her decision on that matter.

• (10) If the chairperson is in doubt whether a proof should be admitted or rejected the chairperson shall mark it as objected to and allow the creditor to vote subject to the vote being declared invalid in the event of the objection being sustained.

699. Provisions consequent on section 698 regarding secured creditors: deemed surrender of security, etc.

699. (1) A secured creditor who, at a meeting to which section 698(2) applies, votes in respect of the whole debt due to him or her shall be deemed to surrender his or her security unless the court, on application to it, is satisfied that the omission to value the security has arisen from inadvertence.

• (2) The liquidator may, within 28 days after the date of there being used the proof or statement referred to in section 698(7) or (8) for the purpose of voting at a meeting to which section 698(2) applies, require the creditor concerned to give up the security for the benefit of the creditors generally on payment to the creditor of the value estimated in that proof or statement.

• (3) However the creditor concerned may, at any time before being so required to give the security up, correct the valuation so estimated by furnishing a new proof to the liquidator and may deduct the new value from the debt due to him or her.

700. Duties of chairperson

700. (1) The chairperson of a meeting shall cause—

• (a) minutes of the proceedings at the meeting to be drawn up and entered in a book kept for that purpose and the minutes shall be signed by him or her or by the chairperson of the next ensuing meeting, and

• (b) a list of creditors, contributories or members present at the meeting to be made and kept in such form as may be prescribed and such list shall be signed by him or her.

• (2) If the chairperson fails to comply with subsection (1)(a) or (b), he or she shall be guilty of a category 3 offence.

701. Proxies

701. (1) A creditor, a contributory or a member may vote either in person or by proxy.

• F540[(1A) F541[…]]

• (2) An instrument of proxy shall be in the prescribed form.

• (3) A creditor, a contributory or a member may appoint any person a special proxy to vote at any specified meeting or adjournment thereof—

• (a) for or against the appointment or continuance in office of any specified person as liquidator or member of the committee of inspection, and

• (b) on all questions relating to any matter other than those referred to in paragraph (a) and arising at the meeting or an adjournment thereof.

• (4) A creditor, a contributory or a member may appoint any person a general proxy.

• (5) A general and a special form of proxy shall be sent to each of the creditors, contributories or members with the notice summoning the meeting, and neither the name nor description of the liquidator or any other person shall be printed or inserted in the body of any instrument of proxy before it is so sent.

• (6) A creditor, a contributory or a member may appoint the liquidator or, if there is no liquidator, the chairperson of a meeting to act as his or her general or special proxy.

• (7) No person appointed as either a general or a special proxy shall vote in favour of any resolution which would directly or indirectly place—

• (a) himself or herself,

• (b) a partner of him or her, or

• (c) an employer of him or her,

in a position to receive any remuneration out of the assets of the company otherwise than as a creditor rateably with the other creditors of the company.

• (8) However where any person holds one or more special proxies to vote for an application to the court in favour of the appointment of himself or herself as liquidator the person may use that proxy or those proxies and vote accordingly.

702. Supplemental provisions in relation to section 701: time for lodging proxies, etc.

702. (1) Every instrument of proxy shall be lodged—

• (a) in the case of a winding up by the court, with the liquidator,

• (b) in the case of a meeting under section 587, with the company at its registered office, and

• (c) in the case of a voluntary winding up and the meeting is not one referred to in paragraph (b), with the liquidator or, if there is no liquidator, with the person named in the notice convening the meeting to receive the proxy,

not later than four o’clock in the afternoon of the day before the meeting or adjourned meeting at which it is to be used.

• (2) No person who is a minor shall be appointed a general or special proxy.

• (3) In the case of a creditor who is incapable of writing because of blindness or other physical infirmity, an instrument of proxy of the creditor may, subject to subsection (4), be accepted if the creditor has attached his or her signature or mark to the proxy in the presence of a witness and that witness has added to the creditor’s signature the witness’s description and residence.

• (4) Subsection (3) only applies if—

• (a) all insertions in the instrument of proxy are in the handwriting of the witness, and

• (b) the witness has certified, at the foot of the instrument of proxy, that all such insertions have been made by the witness at the request and in the presence of the creditor before the creditor attached his or her signature or mark.

• (5) Where a company is a creditor, any person who is duly authorised under the seal of that company to act generally on behalf of that company at meetings of creditors, members and contributories may fill in and sign the instrument of proxy on that company’s behalf and appoint himself or herself to be that company’s proxy.

• (6) The instrument of proxy so filled in and signed by such person shall be received and dealt with as a proxy of that company but this is without prejudice to section 703.

• (7) In subsection (5) “company” means any company which is capable of being wound up under this Act and any other body corporate.

703. Representation of bodies corporate at meetings held during winding up

703. For the avoidance of doubt, section 185 applies to any meeting of a company held during the course of its being wound up.

CHAPTER 14 Completion of winding up

704. Dissolution of company by court

704. (1) In a winding up by the court, the court may, on its own motion, make an order requiring the liquidator to make, at such time as the affairs of the company have been completely wound up, an application pursuant to subsection (3).

• (2) Unless such an order is made by the court, section 706 shall apply to the winding up by the court as if it were a creditors’ voluntary winding up.

• (3) If the court makes an order under subsection (1) requiring the liquidator to do so, the liquidator shall, at such time as it appears to the liquidator that the affairs of the company have been completely wound up, make an application to the court for the dissolution of the company.

• (4) On the making of such application, if the court is satisfied that the affairs of the company have been completely wound up, the court shall make an order that the company be dissolved from the date of the order, and the company shall be dissolved accordingly.

• (5) A certified copy of an order under subsection (4) shall, within 21 days after the date of the making of the order, be forwarded by the liquidator to the Registrar.

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

705. Final meeting and dissolution in members’ voluntary winding up

705. (1) In a members’ voluntary winding up, as soon as the affairs of the company are completely wound up, the liquidator shall prepare an account of the winding up showing how the winding up has been conducted and the property of the company has been disposed of.

• (2) On that account being prepared, the liquidator shall call a general meeting of the company for the purpose of laying before it the account and giving any explanation thereof.

• (3) That meeting shall be called by giving at least 28 days’ written notice to the members of the company.

• (4) Within 7 days after the date of that meeting, the liquidator shall—

• (a) send to the Registrar a copy of the account, and

• (b) make a return to the Registrar of the holding of that meeting and of its date.

• (5) Subject to subsection (6), if a copy of the account is not sent to the Registrar, or the return is not made to him or her, in accordance with subsection (4), the liquidator shall be guilty of a category 3 offence.

• (6) If a quorum is not present at the meeting referred to in subsection (2), the liquidator shall, instead of making the return referred to in paragraph (b) of subsection (4), make, within the period specified in that subsection, a return to the Registrar that the meeting was duly summoned and that no quorum was present at it, and, upon such a return being made, subsection (4)(b) shall be deemed to have been complied with.

• (7) Subject to subsection (8), the Registrar, on receiving the account, and the return referred to in subsection (4)(b) or (6), as the case may be, shall forthwith register them, and on the expiration of 3 months after the date of registration of the return the company shall be deemed to be dissolved.

• (8) The court may, on the application of the liquidator or of any other person who appears to the court to be interested, make an order deferring the date at which the dissolution of the company is to take effect for such time as the court thinks fit.

• (9) A person on whose application an order under subsection (8) is made shall, within 14 days after the date of making of the order, deliver to the Registrar a certified copy of the order.

• (10) If a person fails to comply with subsection (9), he or she shall be guilty of a category 3 offence.

• (11) If the liquidator fails to call a general meeting of the company as required by this section, he or she shall be guilty of a category 3 offence.

• (12) Where section 584 has effect, section 706 shall apply to the winding up to the exclusion of this section as if the winding up were a creditors’ voluntary winding up and not a members’ voluntary winding up.

706. Final meeting and dissolution in creditors’ voluntary winding up

706. (1) In a creditors’ voluntary winding up, as soon as the affairs of the company are completely wound up, the liquidator shall prepare an account of the winding up showing how the winding up has been conducted and the property of the company has been disposed of.

• (2) On that account being prepared, the liquidator shall call a general meeting of the company and a meeting of the creditors for the purpose of laying the account before the meetings and giving any explanation thereof.

• (3) Each such meeting shall be called by giving at least 28 days’ written notice to the members or creditors of the company, as the case may be.

• (4) Within 7 days after the date of the meetings, or if the meetings are not held on the same date, after the date of the later meeting, the liquidator shall—

• (a) send to the Registrar a copy of the account, and

• (b) make a return to the Registrar of the holding of the meetings and of their dates.

• (5) Subject to subsection (6), if a copy of the account is not sent to the Registrar, or the return is not made to him or her, in accordance with subsection (4), the liquidator shall be guilty of a category 3 offence.

• (6) If a quorum is not present at a meeting referred to in subsection (2), the liquidator shall, instead of making, as respects that meeting, the return referred to in paragraph (b) of subsection (4), make, within the period specified in that subsection, a return to the Registrar that the meeting was duly summoned and that no quorum was present at it, and, upon such a return being made, subsection (4)(b) shall, as respects that meeting, be deemed to have been complied with.

• (7) Subject to subsection (8), the Registrar, on receiving the account and, in respect of each such meeting, the return referred to in subsection (4)(b) or (6), as the case may be, shall forthwith register them, and on the expiration of 3 months after the date of registration of the returns the company shall be deemed to be dissolved.

• (8) The court may, on the application of the liquidator or of any other person who appears to the court to be interested, make an order deferring the date at which the dissolution of the company is to take effect for such time as the court thinks fit.

• (9) A person on whose application an order under subsection (8) is made shall, within 14 days after the date of making of the order, deliver to the Registrar a certified copy of the order.

• (10) If a person fails to comply with subsection (9), he or she shall be guilty of a category 3 offence.

• (11) If the liquidator fails to call a general meeting of the company or a meeting of the creditors as required by this section, he or she shall be guilty of a category 3 offence.

707. Disposal of books and papers of company in winding up

707. (1) When a company has been wound up and is about to be dissolved, the seal or seals, books and papers of the company and of the liquidator may be disposed of as follows:

• (a) in the case of a members’ voluntary winding up, in such way as the company by special resolution directs; and

• (b) in the case of a winding up by the court or a creditors’ voluntary winding up, in such way as the committee of inspection or, if there is no such committee, as the creditors of the company, may direct.

• (2) However, in any of the foregoing cases and notwithstanding anything in a foregoing direction, such seal or seals, books and papers shall be retained by the liquidator for a period of at least 6 years after the date of the dissolution of the company and, in the absence of a foregoing direction as to their disposal, the liquidator may then dispose of them as he or she thinks fit.

• (3) If a liquidator fails to comply with the requirements of this section, he or she shall be guilty of a category 4 offence.

• (4) The winding up of a company shall, for the purposes of this section and section 681, be deemed to be concluded—

• (a) in the case of a winding up by the court (and the case is not one to which section 704(2) applies), on the date on which a copy of the order dissolving the company has been forwarded by the liquidator to the Registrar in accordance with section 704(5),

• (b) in the case of a voluntarily winding up (including a case to which section 704(2) applies), on the date on which the company is deemed to be dissolved, but this paragraph is subject to subsection (5).

• (5) If, on the date referred to in subsection (4)(b), any funds or assets of the company remain unclaimed or undistributed in the hands or under the control of the liquidator or any person who has acted as liquidator, the winding up shall not be deemed to be concluded until such funds or assets have either been distributed or paid into the Companies Liquidation Account within the meaning of section 623.

708. Power of court to declare dissolution of company void

708. (1) Where a company has been dissolved, the court may—

• (a) at any time within 2 years after the date of the dissolution,

• (b) on an application being made for the purpose by the liquidator of the company or by any other person who appears to the court to be interested,

make an order, upon such terms as the court thinks fit, declaring the dissolution to have been void.

• (2) On an order under subsection (1) being made, such proceedings may be taken as might have been taken if the company had not been dissolved.

• (3) A person on whose application an order under subsection (1) is made shall, within 14 days after the date of making of the order, or such further time as the court may allow, deliver to the Registrar a certified copy of the order.

• (4) If a person fails to comply with subsection (3), he or she shall be guilty of a category 4 offence.

709. Disposal of documents filed with Registrar

709. The Registrar shall, after the expiration of 20 years after the date of the dissolution of a company, send all the documents filed in connection with the company to the National Archives.

CHAPTER 15 Provisions related to the Insolvency Regulation

710. Definition (Chapter 15)

710. In this Chapter “insolvency proceedings” means insolvency proceedings opened under Article 3 of the Insolvency Regulation in the State where the proceedings relate to a company.

711. Publication in relation to insolvency proceedings

711. (1) In this section “publication” means publication of—

• (a) notice of the judgment opening the insolvency proceedings concerned;

• (b) where appropriate, the decision appointing the liquidator in those proceedings;

• (c) the name and business address of the liquidator; and

• (d) the provision (either paragraph 1 or paragraph 2) of Article 3 of the Insolvency Regulation giving jurisdiction to open the proceedings;

in Iris Oifigiúil and once at least in 2 daily morning newspapers circulating in the State.

• (2) Without prejudice to section 1050(1), publication shall be effected by the liquidator concerned.

• (3) Where the company in relation to which the insolvency proceedings are opened, has an establishment (within the meaning of Article 2(h) of the Insolvency Regulation) in the State, the liquidator or any authority mentioned in Article 21(2) of the Insolvency Regulation shall ensure that publication takes place as soon as practicable after the opening of the insolvency proceedings.

712. Confirmation of creditors’ voluntary winding up

712. Where—

• (a) a liquidator is appointed, under section 588, in a creditors’ voluntary winding up of a company, and

• (b) the centre of the company’s main interests (within the meaning of the Insolvency Regulation) is situated in the State,

the Master of the High Court may, on application by the liquidator in the prescribed form and payment of the prescribed fee, confirm the creditors’ voluntary winding up for the purposes of the Insolvency Regulation; where that winding up is so confirmed, the Master of the High Court shall provide a certificate of such confirmation.

713. Provision of certain documents to liquidator

713. On—

• (a) the making of a winding-up order, or

• (b) the issue of a certificate by the Master of the High Court under section 712 in relation to the confirmation by the Master of a creditors’ voluntary winding up,

the proper officer of the Central Office of the High Court shall, on request and payment of the prescribed fee and subject to any conditions that may be specified in rules of court, give to the liquidator or examiner concerned—

• (i) a copy of the order or certificate, certified by the officer to be a true copy, and

• (ii) any other prescribed particulars.

714. Language of claims

714. A claim lodged with a liquidator by a creditor referred to in Article 42(2) of the Insolvency Regulation may, if not in the Irish or the English language, be required by the liquidator to be translated, in whole or in part, into either of those languages.

CHAPTER 16 Offences by officers of companies in liquidation, offences of fraudulent trading and certain other offences, referrals to D.P.P., etc.

715. Application of certain provisions of Chapter and construction of certain references to company, relevant person, etc.

715. (1) Without prejudice to the generality of section 563, sections 716 to 720 apply irrespective of the mode of winding up that is being employed (or, subsequent to the time of the doing of the act or the making of the omission concerned, is employed) and a reference in any of sections 716 to 720 to a company is a reference to the company that is being wound up (or, subsequent to that time, is wound up).

• (2) A reference in any of sections 716 to 720 to a relevant person is a reference to a person who, at the time of the doing of the act or the making of the omission concerned, is or was an officer of the company concerned and, for the purposes of this subsection, “officer” includes any person in accordance with whose directions or instructions the directors of the company have been accustomed to act.

716. Offence for failure to make disclosure, or deliver certain things, to liquidator

716. (1) Subject to section 720(2)(a), a relevant person who, when requested by the liquidator to make such disclosure to the liquidator, does not, to the best of the person’s knowledge and belief, fully and truly disclose to the liquidator—

• (a) all the property, real and personal, of the company, and

• (b) how and to whom and for what consideration and when the company disposed of any part of such property (except such part as has been disposed of in the ordinary way of the business of the company),

shall be guilty of a category 2 offence.

• (2) Subject to section 720(2)(a), a relevant person who—

• (a) does not deliver up to the liquidator, or as the liquidator directs, all such part of the real and personal property of the company as is in the person’s custody or under the person’s control, and which the person is required by law to deliver up, or

• (b) does not deliver up to the liquidator, or as the liquidator directs, all books and papers in the person’s custody or under the person’s control belonging to the company and which the person is required by law to deliver up,

shall be guilty of a category 2 offence.

717. Certain fraudulent acts within 12 months preceding winding up or any time thereafter: offences

717. A relevant person who, within the period of 12 months ending on the commencement of the winding up or at any time thereafter—

• (a) subject to section 720(2)(a), conceals any part of the property of the company to the value of €20.00 or more, or conceals any debt due to or from the company,

• (b) fraudulently removes any part of the property of the company to the value of €20.00 or more,

• (c) subject to section 720(2)(b), conceals, destroys, mutilates or falsifies any book or paper affecting or relating to the property or affairs of the company,

• (d) subject to section 720(2)(b), makes any false entry in any book or paper affecting or relating to the property or affairs of the company, or

• (e) fraudulently parts with, alters or makes any omission in any document affecting or relating to the property or affairs of the company,

shall be guilty of a category 2 offence.

718. Other fraudulent acts (relating to obtaining credit, irregular pledges, etc.) within 12 months preceding winding up or any time thereafter: offences

718. A relevant person who, within the period of 12 months ending on the commencement of the winding up or at any time thereafter—

• (a) has, by any false representation or other fraud, obtained any property for or on behalf of the company on credit which the company does not subsequently pay for,

• (b) subject to section 720(2)(a), under the false pretence that the company is carrying on its business, obtains on credit for or on behalf of the company, any property which the company does not subsequently pay for,

• (c) subject to section 720(2)(a), pawns, pledges or disposes of any property of the company which has been obtained on credit and has not been paid for, unless such pawning, pledging or disposing is in the ordinary way of business of the company, or

• (d) makes or perpetrates any false representation or other fraud for the purpose of obtaining the consent of the creditors of the company or any of them to an agreement with reference to the affairs of the company or to the winding up,

shall be guilty of a category 2 offence.

719. Material omission in statement relating to company’s affairs, failure to report false debt, etc.

719. (1) Subject to section 720(2)(a), a relevant person who makes any material omission in any statement relating to the affairs of the company shall be guilty of a category 2 offence.

• (2) A relevant person who—

• (a) knowing or believing that a false debt has been proved by any person under the winding up, fails for the period of 30 days after the date of that proof to inform the liquidator thereof, or

• (b) after the commencement of the winding up, subject to section 720(2)(b), prevents the production of any book or paper affecting or relating to the property or affairs of the company,

shall be guilty of a category 2 offence.

• (3) A relevant person who, after the commencement of the winding up or at any meeting of the creditors of the company within the period of 12 months ending on that commencement, attempts to account for any part of the property of the company by fictitious losses or expenses shall be guilty of a category 2 offence.

720. Additional offence with respect to section 718(c) and certain defences with respect to foregoing matters

720. (1) Where any person pawns, pledges or disposes of any property in circumstances which amount to an offence under section 718(c), every person who takes in pawn or pledge or otherwise receives the property knowing it to be pawned, pledged or disposed of in those foregoing circumstances shall also be guilty of a category 2 offence.

• (2) In any proceedings against a person in respect of—

• (a) an offence under—

• (i) section 716(1) or (2);

• (ii) section 717 consisting of a contravention of paragraph (a) of that section;

• (iii) section 718 consisting of a contravention of paragraph (b) or (c) of that section; or

• (iv) section 719(1);

it shall be a defence to prove that the person had no intent to defraud; and

• (b) an offence under—

• (i) section 717 consisting of a contravention of paragraph (c) or (d) of that section;

• (ii) subsection (2) of section 719 consisting of a contravention of paragraph (b) of that subsection;

it shall be a defence to prove that the person had neither an intent to conceal the state of affairs of the company nor to defeat the process of the law and, in particular, the enforcement of this Act.

721. Other frauds by officers of companies which have gone into liquidation: offence

721. If any person, being at the time of the commission of the alleged offence an officer of a company which is subsequently ordered to be wound up by the court or subsequently passes a resolution for voluntary winding up—

• (a) has by false pretences or by means of any other fraud induced any person to give credit to the company,

• (b) with intent to defraud creditors of the company, has made or caused to be made any gift or transfer of or charge on, or has caused or connived at the levying of any execution against, the property of the company, or

• (c) with intent to defraud creditors of the company, has concealed or removed any part of the property of the company since, or within 2 months before, the date of any unsatisfied judgment or order for payment of money obtained against the company,

the person shall be guilty of a category 2 offence.

722. Fraudulent trading of company: offence

722. If any person is knowingly a party to the carrying on of the business of a company with intent to defraud creditors of the company or creditors of any other person or for any fraudulent purpose, the person shall be guilty of a category 1 offence.

723. Prosecution of offences committed by officers and members of company

723. (1) If it appears to the court, in the course of a winding up by the court, that any past or present officer, or any member, of the company has been guilty of an offence in relation to the company the court may, either—

• (a) on the application of any person interested in the winding up, or

• (b) of its own motion,

direct the liquidator to refer the matter to the Director of Public Prosecutions.

• (2) Where a direction under subsection (1) is given by the court to the liquidator, the liquidator shall—

• (a) provide to the Director of Public Prosecutions such information, relating to the matter in question, as he or she may require, and

• (b) give to him or her such access to, and facilities for inspecting and taking any copies of, such documents (being documents in the possession or under the control of the liquidator and relating to the matter in question) as he or she may require.

• (3) Where the court gives the foregoing direction to the liquidator, it shall also direct the liquidator to refer the matter concerned to the F544[Authority forthwith].

• (4) Where a direction under subsection (3) is given by the court to the liquidator, the liquidator shall—

• (a) provide to the F545[Authority such information, relating to the matter in question, as it] may require, and

• (b) F545[give to the Authority such access to, and facilities for inspecting and taking copies of, such documents (being documents in the possession or under the control of the liquidator and relating to the matter in question) as the Authority] may require.

• (5) If it appears to the liquidator in the course of a voluntary winding up that any past or present officer, or any member, of the company has been guilty of an offence in relation to the company, the liquidator shall forthwith report the matter to the Director of Public Prosecutions.

• (6) Where the liquidator reports a matter under subsection (5) to the Director of Public Prosecutions, the liquidator shall—

• (a) provide to the Director of Public Prosecutions such information, relating to the matter in question, as he or she may require, and

• (b) give to him or her such access to, and facilities for inspecting and taking any copies of, such documents (being documents in the possession or under the control of the liquidator and relating to the matter in question) as he or she may require.

• (7) Where a foregoing report is made by the liquidator, the liquidator shall also report the matter to the F544[Authority forthwith].

• (8) Where a matter is reported by the liquidator under subsection (7) to the F545[Authority, the liquidator] shall—

• (a) provide to the F545[Authority such information, relating to the matter in question, as it] may require, and

• (b) give to F545[the Authority such access to, and facilities for inspecting and taking copies of, such documents (being documents in the possession or under the control of the liquidator and relating to the matter in question) as the Authority] may require.

• (9) In a voluntary winding up, the court, on application being made to it by any person interested in the winding up, or of its own motion, may give the following direction if it appears to the court that—

• (a) in the course of the winding up any past or present officer, or any member, of the company has been guilty of an offence in relation to the company, and

• (b) no report relating to the matter has been made by the liquidator to the Director of Public Prosecutions under subsection (5) or to the F545[Authority] under subsection (7).

• (10) That direction of the court is one requiring the liquidator to make the report referred to in subsection (5) or (7) (or both as appropriate) and, on such a report being accordingly made, this section and section 724 shall have effect as though the report had been made under subsection (5) or (7), as the case may be.

724. Supplemental provisions in relation to section 723: duty to provide assistance to D.P.P. and Director of Corporate Enforcement

724. (1) If, where any matter is referred or reported under section 723 to—

• (a) the Director of Public Prosecutions, or

• (b) the F546[Authority],

the Director of Public Prosecutions or, as the case may be, the F546[Authority considers] that the case is one in which a prosecution ought to be instituted and institutes proceedings accordingly, it shall be the duty of each of the following persons to give all assistance in connection with the prosecution which he or she is reasonably able to give.

• (2) The persons referred to in subsection (1) are the liquidator of the company and—

• (a) every officer (past or present) of the company, and

• (b) every agent (past or present) of the company, (other than the defendant in the proceedings).

• (3) For the purposes of subsection (2)(b) “agent”, in relation to a company, includes—

• (a) the bankers and solicitors of the company,

• (b) any receiver of the property of the company, and

• (c) any persons employed by the company as auditors, accountants, book-keepers or taxation advisers, or other persons employed by it in a professional, consultancy or similar capacity, whether those persons are (or were) or are not (or were not) officers of the company.

• (4) If any person fails or neglects to give assistance in the manner required by subsection (1), the court may, on the application of the Director of Public Prosecutions or, as the case may be, the F546[Authority], direct that person to comply with the requirements of that subsection.

• (5) Where an application is made under subsection (4) or section 723(9) in relation to a liquidator, the court may, unless it appears that the failure or neglect to comply was due to the liquidator not having in his or her hands sufficient assets of the company to enable him or her so to do, direct that the costs of the application shall be borne by the liquidator personally.

PART 12 STRIKE OFF AND RESTORATION

CHAPTER 1 Strike off of company

724A. F547[Interpretation (Part 12)

724A. In this Part, “RBO Regulations” means the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019 (S.I. No. 110 of 2019).]

724B. F547[Disclosure of Information by Registrar of Beneficial Ownership

724B. For the purposes of this Part, the Registrar of Beneficial Ownership may give a notice in writing to the Registrar stating that the company has failed to deliver the information required by paragraph (1) or (2) of Regulation 20 of the RBO Regulations.]

725. When Registrar may strike company off register

725. (1) Except in the case of an application by a company to be struck off the register, the Registrar may strike a company off the register if—

• (a) there exists one or more of the grounds for striking off set out in section 726 — “involuntary strike off”, and

• (b) the Registrar has followed the procedure set out in sections 727, 728, 730 and 733(1).

• (2) In the case of an application by a company to be struck off the register, the Registrar may strike the company off the register if—

• (a) the conditions for striking off set out in section 731 have been satisfied — “voluntary strike off”, and

• (b) the Registrar has followed the procedure set out in sections 732 and 733(2).

726. Grounds for involuntary strike off

726. The grounds referred to in section 725(1)(a) are:

• (a) the company has failed to make an annual return as required by section 343;

• (b) the Revenue Commissioners have given a notice under section 882(3) of the Taxes Consolidation Act 1997 to the Registrar of the company’s failure to deliver the statement required under section 882 of that Act;

• (c) the Registrar has reasonable cause to believe that section 137(1) is not being complied with in relation to the company;

• (d) the company is being wound up and the Registrar has reasonable cause to believe that no liquidator is acting;

• (e) the company is being wound up and the Registrar has reasonable cause to believe that the affairs of the company are fully wound up and that the returns required to be made by the liquidator have not been made for a period of 6 consecutive months;

• (f) there are no persons recorded in the office of the Registrar as being current directors of the F549[company;]

• F550[(g) the Registrar has sent a notice to the directors and secretary of the company under section 50(5A) and the company has failed to deliver to the Registrar—

• (i) a declaration as requested in that notice within the period specified in paragraph (b) of that subsection, or

• (ii) a notice of a change in the situation of the registered office of the company under section 50(3);

• (h) a current secretary of the company is not recorded in the office of the Registrar;

• (i) the Registrar of Beneficial Ownership has given a notice to the Registrar, in accordance with section 724B, of the company’s failure to deliver the information required by paragraph (1) or (2) of Regulation 20 of the RBO Regulations.]

727. Registrar’s notice to company of intention to strike it off register

727. (1) The Registrar may give notice in accordance with section 728 of the Registrar’s intention to strike a company off the register on a ground set out in any of F551[paragraphs (a) to (i)] of section 726.

• (2) The Registrar shall send the notice by registered post—

• (a) except where F551[paragraph (b) or subsection (3A)] applies, to the company at its registered office,

• (b) if the ground for striking off is that set out in section 726(d) or (e) and an individual is recorded in the office of the Registrar as the liquidator of the company, to the liquidator.

• (3) F551[Except where subsection (3A) applies, the Registrar shall] also send a copy of the foregoing notice by prepaid ordinary post to such persons, if any, as are recorded in the office of the Registrar as being F551[current directors and secretary] of the company but non-compliance with this subsection does not affect the validity of a notice that otherwise complies with subsection (1); the address to which a notice under this subsection is sent shall be the usual residential address, as recorded in the office of the Registrar, of the addressee concerned.

• F552[(3A) If the ground for striking off is that set out in section 726(g), the Registrar shall send the notice by prepaid ordinary post to such persons, if any, as are recorded by the office of the Registrar as being the current directors and secretary of the company.

• (3B) The address to which a notice under subsection (3A) is sent shall be the usual residential address of the addressee concerned, as recorded in the office of the Registrar.]

• (4) Instead of giving a notice under subsection (1), the Registrar may publish a notice in the CRO Gazette containing the information required by section 728 if—

• (a) the company has not, for 20 or more consecutive years, made an annual return as required by section 343 or the corresponding provision of the Act of 1963, and

• (b) no notice of the situation of the registered office of the company has been given to the Registrar as required by section 50 or the corresponding provision of the prior Companies Acts.

728. Contents of Registrar’s notice to company

728. (1) The Registrar’s notice under section 727 shall—

• (a) state that the issue of the notice is the first step in a process that may lead to the company being struck off the register;

• (b) state the ground or grounds for striking off being invoked by the Registrar;

• (c) state that the company will be dissolved if it is struck off the register;

• (d) if subsection (3) applies, set out the information required by that subsection;

• (e) specify the remedial step;

• (f) specify the date on or before which the remedial step must be taken; and

• (g) state that failure to take the remedial step on or before the date so specified may result in the Registrar giving public notice of an intention to strike the company off the register.

• (2) The date to be specified for the purposes of subsection (1)(f) shall be a date falling not less than 28 days after the date of the notice.

• (3) Except where the ground for striking off is that set out in F553[any of paragraphs (d) to (i) of section 726], the notice shall also state that each director of the company at the date that the notice is sent is liable for disqualification under section 842(h) if the company is struck off the register.

729. Meaning of remedial step

729. For the purposes of sections 728, 730 and 733, the remedial step is whichever of the following applies:

• (a) in the case of the ground for striking off set out in section 726(a), the delivery to the Registrar of all annual returns as required by section 343 that the company has failed to make;

• (b) in the case of the ground for striking off set out in section 726(b), the delivery to the Revenue Commissioners of the statement that the company is required to deliver under section 882(3) of the Taxes Consolidation Act 1997;

• (c) in the case of the ground for striking off set out in section 726(c), the provision to the Registrar of evidence that section 137(1) is being complied with in relation to the company;

• (d) in the case of the ground for striking off set out in section 726(d) or (e), the provision to the Registrar of the details of the liquidator and of up to date periodic statements having been furnished under section 681;

• (e) in the case of the ground for striking off set out in section 726(f), the notification to the Registrar under section 149(8) of the appointment of a director of the F554[company;]

• F555[(f) in the case of the ground for striking off set out in section 726(g), the delivery to the Registrar of—

• (i) a declaration referred to in section 50(5A)(b), or

• (ii) a notice of a change in the situation of the registered office of the company under section 50(3);

• (g) in the case of the ground for striking off set out in section 726(h), the notification to the Registrar under section 149(8) of the change in the secretary of the company;

• (h) in the case of the ground for striking off set out in section 726(i), the delivery to the Registrar of Beneficial Ownership of the information that the company is required to deliver under paragraph (1) or (2) of Regulation 20 of the RBO Regulations.]

730. Public notice of intention to strike company off register

730. (1) If the Registrar has given a notice under section 727 and the remedial step has not been taken on or before the date specified in that notice for the purposes of section 728(1)(f), the Registrar may, by publishing a notice in the CRO Gazette that complies with subsection (2), give public notice of the Registrar’s intention to strike the company off the register.

• (2) The notice shall—

• (a) specify the ground for striking the company off the register;

• (b) specify the remedial step;

• (c) specify the date on or before which the remedial step must be taken; and

• (d) state that, unless that remedial step is taken on or before the date so specified, the Registrar may strike the company off the register and, if the Registrar does so, the company will be dissolved.

• (3) The date to be specified for the purposes of subsection (2)(c) shall be a date falling not less than 28 days after the date of publication of the notice.

731. Conditions for voluntary strike off

731. (1) A company may apply to the Registrar to be struck off the register if the following conditions are satisfied:

• (a) the circumstances relating to the company are such as to give the Registrar reasonable cause to believe that it has never carried on business or has ceased to carry on business;

• (b) the company has, within 3 months before the date of the application, by special resolution—

• (i) resolved to apply to the Registrar to be struck off the register on the ground that it has never carried on business or has ceased to carry on business; and

• (ii) resolved that pending the determination (or, should it sooner occur, the cancellation, at its request, of this process) of its application to be struck off, the company will not carry on any business or incur any liabilities;

• (c) the company has delivered to the Registrar all annual returns required by section 343 that are outstanding in respect of the company as at the date of the application;

• (d) the company has delivered to the Registrar a certificate in the prescribed form signed by each director certifying that as at the date of the application—

• (i) the amount of any assets of the company does not exceed €150;

• (ii) the amount of any liabilities of the company (including contingent and prospective liabilities) does not exceed €150; and

• (iii) the company is not a party to ongoing or pending litigation;

• (e) the Registrar has received from the Revenue Commissioners written confirmation dated not more than 3 months before the date on which the Registrar receives the application that the Revenue Commissioners do not object to the company being struck off the register; and

• (f) the company has caused an advertisement, in the prescribed form, of its intention to apply to be struck off the register to be published within 30 days before the date of the application in at least 1 daily newspaper circulating in the State.

• (2) Where an application under this section by a company to be struck off the register is made within one year after the date on which the company has changed its name or its registered office (or both), then, as the case may be—

• (a) the former name of the company, as well as the existing name of the company, or

• (b) the former address, as well as the current address, of the company’s registered office, or

• (c) both its former name and the former address of its registered office, as well as the existing name of the company and the current address of its registered office,

shall be stated in the advertisement referred to in subsection (1)(f).

732. Public notice in case of voluntary strike off

732. (1) As soon as practicable after the receipt of an application by a company to be struck off that satisfies the conditions set out in section 731, the Registrar shall, by publishing a notice in the CRO Gazette that complies with subsection (2), give public notice of the Registrar’s intention to strike the company off the register.

• (2) The notice shall—

• (a) state that the company has applied to be struck off the register;

• (b) state—

• (i) that any person may deliver to the Registrar an objection to the striking off of the company in the prescribed form; and

• (ii) that any such objection must be confined to the ground that one or more of the conditions set out in section 731 have not been satisfied;

• (c) specify the period within which such an objection may be delivered to the Registrar; and

• (d) state that, unless the Registrar has received—

• (i) an objection to the striking-off of the company within that period, being an objection that the Registrar sustains; or

• (ii) a request for the cancellation of the process of strike off in accordance with subsection (4);

the Registrar may strike the company off the register and, if the Registrar does so, the company will be dissolved.

• (3) The period to be specified for the purposes of subsection (2)(c) shall be the period ending 90 days after the date of publication of the notice.

• (4) Within the period specified for the purposes of subsection (2)(c), the company may request of the Registrar, by delivering to the Registrar a notice in that behalf in the prescribed form, the cancellation of the process of its being struck off the register.

733. Striking off (involuntary and voluntary cases) and dissolution

733. (1) If the Registrar has given a notice under section 730 and the remedial step has not been taken on or before the date specified in that notice for the purposes of section 730(2)(c), the Registrar may strike the company off the register.

• (2) If the Registrar has given a notice under section 732 and—

• (a) no objection referred to in section 732(2)(b) has been delivered to the Registrar within the period specified in that notice for the purposes of section 732(2)(c) or the Registrar is of opinion that there is no reasonable basis to such an objection that has been so delivered, and

• (b) the company has not requested, in accordance with section 732(4), the cancellation of the process of its being struck off the register,

the Registrar may strike the company off the register.

• (3) The Registrar shall publish in the CRO Gazette a notice of the striking of a company off the register.

• (4) The company is dissolved on the date of publication by the Registrar of the notice in the CRO Gazette of its being struck off the register and that date is referred to subsequently in this Part as the “date of dissolution”.

734. Effect of removal and dissolution

734. (1) The liability, if any, of a director, other officer or a member of a company that has been dissolved under section 733(4) shall continue and may be enforced as if the company had not been dissolved.

• (2) Nothing in this section or in section 733 shall affect the power of the court to wind up a company that has been struck off the register or dissolved under that section.

• (3) For the purposes and the purposes only of—

• (a) an application for the restoration of the company to the register under section 737 or 738, or

• (b) in so far as is necessary for the making of such an application (or the doing of anything required by or under Chapter 2 to be done consequent on the making of it),

a company shall be deemed not to have been dissolved under section 733.

• (4) Subsection (3) shall not be read as authorising the dealing with, or the exercising of control over, any property that has become the property of the State pursuant to Part III of the State Property Act 1954.

735. Power of Director to obtain information

735. (1) Where a company has been struck off the register under section 733(1) on any of the grounds set out in section 726(a) to (c), the F556[Authority may, by notice to the directors of the company, require those persons to produce to the Authority] a statement of affairs of the company in accordance with this section.

• (2) The persons to whom a notice is sent under subsection (1) shall, within the period specified in the notice in that behalf, produce to the F556[Authority] a statement of affairs of the company that complies with subsection (3).

• (3) The statement of affairs shall—

• (a) be in the prescribed form (if any);

• (b) be verified by an affidavit;

• (c) contain the following information in respect of the company as at the date of dissolution:

• (i) particulars of its assets, debts and liabilities;

• (ii) the names and addresses of its creditors;

• (iii) particulars of securities given by the company, including the name of the secured creditor in each case and the date on which the security was given;

• (iv) such further or other information as may be prescribed or that the F556[Authority] may reasonably require.

• (4) On the application of the F556[Authority], the court may require a person who has made a statement under subsection (2) to appear before it and answer on oath any question relating to the content of the statement.

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

CHAPTER 2 Restoration of company to register

736. Application of Chapter

736. This Chapter applies to a company that has been struck off the register under Chapter 1.

737. Restoration on application to Registrar

737. (1) On an application by a person specified in subsection (4), the Registrar may restore a company to the register if—

• (a) the Registrar has reasonable cause to believe that the strike off of the company has disadvantaged the applicant,

• (b) the application is made in the prescribed form,

• (c) the application is received by the Registrar within the period of 12 months after the date of dissolution of the company, and

• (d) the requirements of subsection (2) have been satisfied within the period of 15 months after the date of dissolution of the company.

• (2) Subject to subsection (3), the requirements referred to in subsection (1)(d) are the following:

• (a) the Registrar has received from the company all annual returns outstanding, if any, being annual returns prepared in accordance with Part 6;

• (b) the Registrar is satisfied that section 137(1) is being complied with in relation to the F557[company;]

• (c) the Registrar is satisfied that no notification required by section 149(8) remains outstanding in relation to the F557[company;]

• F558[(d) the Registrar is satisfied that section 50(1) is being complied with in relation to the company;

• (e) the Registrar is satisfied that section 129(1) is being complied with in relation to the company;

• (f) if the ground, or one of the grounds, on which the company had been struck off the register is that referred to in section 726(i), the Registrar has received written confirmation from the Registrar of Beneficial Ownership that he or she has no objection to the company being restored under this section.]

• (3) If the ground, or one of the grounds, on which the company had been struck off the register is that referred to in section 726(b), subsection (2) shall have effect as if the following paragraph were inserted after paragraph (a) of that subsection:

• “(aa) the Registrar has received written confirmation from the Revenue Commissioners that they have no objection to the company being restored to the register under this section;”.

• (4) The Registrar may restore a company to the register on the application of a person who was a member or an officer of the company at the date of its dissolution.

• (5) On the registration of an application under this section and on payment of such fee as may be prescribed, the Registrar shall restore the company to the register and the company shall be deemed to have continued in existence as if it had not been struck off the register.

• (6) Subject to any order made by the court in the matter, the restoration of a company to the register under this section shall not affect the rights and liabilities of the company in respect of any debt or obligation incurred, or any contract entered into, by, to, with or on behalf of the company between the date of its dissolution and the date of restoration.

738. Restoration on application to court

738. (1) On an application in accordance with section 739 by a person specified in subsection (2), the court may order that a company that has been struck off the register be restored to the register if—