Liquidation Services

When the Company reaches the end of its life, or becomes insolvent, one of the options open to it is to be formally wound up by a liquidation process. The three main liquidation options are creditors voluntary liquidation, court liquidation and a members voluntary liquidation.

A creditors voluntary liquidation is the most commonly used procedure for dealing with an insolvent company. In summary, the directors “voluntarily” place the company into liquidation. The company is initially placed into liquidation by the shareholders passing the appropriate resolution. At the subsequent creditors meeting the creditors are provided with an opportunity to appoint to appoint their choice of liquidator.

A court liquidation occurs when a petitioner petitions the High Court to appoint a liquidator. It is generally used by creditors of a company seeking payment of monies due to them. However, the process may also be used by disgruntled shareholders etc. A court liquidation may be referred to as an “official liquidation” or a “compulsory liquidation” (i.e. the company is compelled to go into liquidation by a petitioner.)

A members voluntary liquidation is the procedure used to deal with solvent companies. Under this type of liquidation, all creditors are paid in full, and the surplus is returned to the shareholders.

For further information about each of the above types of liquidation, please see below.

Creditors voluntary liquidation is usually initiated by the company’s directors. The first step is for the board of directors to have a board meeting to agree that the Company should be placed into liquidation and that notices should be sent to shareholders and creditors.

Calling the Creditors Meeting
The 1963 Companies Act states that ten days notice of the meeting must be given to all creditors. The notice sent to creditors, should be accompanied by a general proxy and a special proxy in the prescribed format.

The 1963 Companies Act also provides that the meeting must be advertised at least ten days before the meeting in at least two daily newspapers “circulating in the district where the registered office or principal place of business of the company is situate”.

Agenda for the Creditors Meeting
A typical creditors meeting has three main items of business. These are:

  •  To present a Statement of Affairs to the creditors
  •  To give the creditors an opportunity to appoint their choice of liquidator.
  •  To give creditors the opportunity to appoint a Committee of Inspection.

Statement of Affairs
Under the 1963 Companies Act, the directors of the company are obliged to present a Statement of Affairs. The Statement of Affairs generally shows the book value of the company’s assets together with their realisable value. The Statement of Affairs should also have a list of the company’s creditors and the amount of each claim.

How Can We Help?
We can advise on all the necessary steps to place a company into a creditor’s voluntary liquidation. We can also act as liquidators.

For further information please contact Gill Hanlon on +353 46 9073544 or

Court liquidations are also known as “official liquidations” or “winding up by the court”. They are also sometimes known as compulsory liquidations. The liquidation itself is commenced by Order of the court on foot of a petition.

Who May Present a Petition?

The following parties are entitled to bring a petition to wind up a company:

  • A creditor
  • A contingent creditor
  • The company
  • Shareholder
  • The Minister
  • The Registrar of Companies

In practice, the majority of winding up Petitions are presented by creditors.

Grounds for The Presentation of a Petition
Grounds for presenting a petition to have a company wound up are as follows:

  • Where the company has “by special resolution resolved that the company be wound up by the court”.
  • Where the company “does not commence its business within a year from its incorporation or suspends its business for a whole year”.
  • Where the number of shareholders falls below two in a private company or below seven in any other company.
  • Where the company is unable to pay its debts.
  • Where the court is of the opinion that it is “just and equitable to wind up the company”.
  • Where “opression” has been proved to the satisfaction of the court.

How Can We Help?
We can act as the official liquidator.

For further information please contact Gill Hanlon on +353 46 9073544 or

When a company has completed its purpose, or the directors of a company decide to retire, a Tax efficient way of releasing the surplus which may have accumulated is to place the company into a Members Voluntary Liquidation.

The Tax advantage for shareholders is that a capital gain received on their shares will only be taxed at 25% (22% up to 7 April 2009), whereas if the surplus monies were taken out as salary, then these monies may be taxed at a much higher marginal tax rate.

To place a company into a Members Voluntary Liquidation, the directors must swear a Statutory Declaration of Solvency. This Declaration summarises the company’s assets and liabilities and the directors state that the company will be able to pay all of its debts in full within 12 months of the commencement of the Liquidation. There may be serious consequences for the directors if they swear a Declaration of Solvency which is inaccurate.

Once the Declaration is sworn, a copy of it must be sent to all shareholders, togther with a formal notice of the shareholders meeting. At the shareholders meeting, a special resolution must be passed i.e. 75% of the shareholders voting must vote in favour of the resolution.

A popular way to distribute certian assets to shareholders is to distribute them in specie i.e in kind. Thus, freehold property may be transferred to shareholders directly. A significant advantage of in specie distributions is that no stamp duty is payable.

While the Companies Acts do not specifically identify who is qualified to be a liquidator of a company, Section 300A of the 1963 Companies Act makes it an offence for certain individuals, including an auditor, servant (e.g. accountant) or officer of the company to act as its liquidator.

We provide free estimates/quotations for carrying out Members Voluntary Liquidations.

For further information please contact Gill Hanlon on +353 46 9073544 or

We’re ready when you are

If you wish to discuss any of the different available options, please do not hesitate to contact us.