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Rules of the Superior Courts

Appendix: M

Proceedings under Part 11 of the Companies Act 2014 (Winding up of Companies) : S.I. No. 255 of 2015 [as amended by S.I. No. 616 of 2015]


Forms:
No.1 ¦ No.2 ¦ No.3 ¦ No.4 ¦ No.5 ¦ No.6 ¦ No.7 ¦ No.8 ¦ No.9 ¦ No.10 ¦ No.11 ¦ No.12 ¦ No.13 ¦ No.14 ¦ No.15 ¦ No.16 ¦ No.17 ¦ No.18 ¦ No.19 ¦ No.20 ¦ No.21 ¦ No.22 ¦ No.23 ¦ No.24 ¦ No.25 ¦ No.26 ¦ No.27 ¦ No.28 ¦ No.29 ¦ No.30 ¦ No.31 ¦ No.32 ¦ No.33 ¦ No.34 ¦ No.35 ¦ No.36 ¦ No.37 ¦ No.38 ¦ No.39 ¦ No.40 ¦ No.41 ¦ No.41A ¦ No.42 ¦ No.43 ¦ No.44 ¦ No.45 ¦ No.46 ¦ No.47 ¦ No.48 ¦ No.49 ¦ No.50 ¦ No.51 ¦ No.52 ¦ No.53 ¦ No.54
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No. 1


O. 74, r. 5

TITLE OF PROCEEDINGS THE HIGH COURT

20 ...... No.

In the matter of (insert full name of company) and in the matter of the Companies Act 2014

NOTE:—the words “in liquidation” should be inserted after the name of the company in forms used subsequent to the date of the order or resolution to wind up.


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No. 2


O. 74, r. 7

PETITION (GENERAL FORM)

[Title as in Form No. 1]


To the High Court.

The humble petition of (insert full name and address of petitioner stating whether a creditor, a contributory or a liquidator within the meaning of Article 2 of Council Regulation (EC) No. 1346/2000 in main insolvency proceedings) shows as follows:

1. (insert full name of company) (hereinafter called “the company”) was incorporated in the State under the Companies Act 2014 (or as the case may be) in the month of ..... 19/20.....

2. The registered office of the company is at ..........

3. The nominal share capital of the company is € ......, divided into ....... shares of € ..... each. The amount of the capital paid up or credited as paid up is € ........

†4. The objects for which the company was established are: (a) to........ and other objects set forth in the constitution thereof.

[Note 1] 5. Council Regulation (EC) No. 1346/2000 applies to the proceedings. The centre of main interests (determined in accordance with Council Regulation (EC) No. 1346/2000) of the company is situated in the State because (state facts and grounds relied on).

[Note 1] 5. Council Regulation (EC) No. 1346/2000 applies to the proceedings. The centre of main interests of the company is situated within the territory of a Member State of the European Union (other than the State) in which Council Regulation (EC) No. 1346/2000 applies, namely at ......... in ............ because (state facts and grounds relied on) and the company has an establishment within the State at ......... because (state facts and grounds relied on).

[Note 1] [Note 2] 5. Council Regulation (EC) No. 1346/2000 does not apply to the proceedings, because (specify reasons for non-application).

[Note 3] 6. To your petitioner’s knowledge, no insolvency proceedings have been opened in respect of the company in a Member State of the European Union to which Council Regulation (EC) No. 1346/2000 applies.

[Note 3] 6. Insolvency proceedings, which are

*main proceedings, (in accordance with Article 3(1) of Council Regulation (EC) No. 1346/2000)

*secondary proceedings, (in accordance with Article 3(3) of Council Regulation (EC) No. 1346/2000)

*territorial proceedings, (in accordance with Article 3(4) of Council Regulation (EC) No. 1346/2000)

have been opened in respect of the company in a Member State of the European Union (other than the State) to which Council Regulation (EC) No. 1346/2000 applies, namely in ........, by decision of ....... made on ..... 20....

*Your petitioner

*....... of..........

was appointed by the said decision to be liquidator (within the meaning of Article 2(b) of Council Regulation (EC) No. 1346/2000) in those insolvency proceedings concerning the company.

*7. In your petitioner’s belief, the centre of the company’s main interests is situated within the territory of a Member State other than the State, and main proceedings have not been opened in another Member State. The condition referred to in *[Article 3(4)(a)] *[Article 3(4)(b)] of the Insolvency Regulation is met because (state facts and grounds relied on).

[Note 4] 8. All necessary inquiries having been made by your petitioner, the company has no obligations in relation to a bank asset that has been transferred to the National Asset Management Agency (NAMA) or a NAMA group entity (each within the meaning of the National Asset Management Agency Act 2009).

[Note 4] 8. The company has obligations in relation to a bank asset that has been transferred to the National Asset Management Agency (NAMA) or a NAMA group entity (each within the meaning of the National Asset Management Agency Act 2009) and this petition will be served on NAMA.

[Note 5] 9. (Here set out in paragraphs the facts and grounds on which the petitioner relies in seeking a winding up order).

(Conclude as follows):—

Your petitioner therefore prays:

(1) That (insert full name of company) may be wound up by the Court under the provisions of the Companies Act 2014

*[Note 6] in main proceedings, (in accordance with Article 3(1) of Council Regulation (EC) No. 1346/2000)

*[Note 7] in secondary proceedings, (in accordance with Article 3(3) of Council Regulation (EC) No. 1346/2000)

*[Note 8] in territorial proceedings, (in accordance with Article 3(4) of Council Regulation (EC) No. 1346/2000),

(2) Or that such other Order may be made on this petition as shall be just.

NOTE:—It is intended to serve this petition on (here insert the name of the company) (this note will be unnecessary if the company is the petitioner) *[and on the National Asset Management Agency]

[Note 1] One alternative version only of paragraph 5 must be included. Under Council Regulation (EC) No. 1346/2000—

the “centre of main interests” should correspond to the place where the debtor conducts the administration of his interests on a regular basis and is therefore ascertainable by third parties;

“establishment” means any place of operations where the debtor carries out a non-transitory economic activity with human means and goods.

[Note 2] Where this version of paragraph 5 is appropriate to the case, paragraph 6 should be deleted, and the remaining paragraphs renumbered.

[Note 3] Where paragraph 6 is required, only one alternative version must be included.

[Note 4] See section 572(2) of the Companies Act 2014. One alternative version only of paragraph 8 must be included. Where the petition is served on NAMA, proof of service must be produced on the hearing of the petition.

[Note 5] In the case of the petition of a liquidator in main proceedings which concerns or involves the opening of secondary insolvency proceedings in the State pursuant to Article 27 of the Insolvency Regulation, evidence of the company’s insolvency is not necessary.

[Note 6] To be completed only if Council Regulation (EC) No. 1346/2000 applies and the company’s centre of main interests is situated in the State.

[Note 7] To be completed only if Council Regulation (EC) No. 1346/2000 applies, insolvency proceedings in respect of the company have been opened in another Member State, and the company has an establishment in the State.

[Note 8] To be completed only if Council Regulation (EC) No. 1346/2000 applies, insolvency proceedings in respect of the company have been opened in another Member State, and one of the conditions in Article 3(4) of the Council Regulation is satisfied.

*Delete where inapplicable.

†Does not apply to LTD.


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No. 3

O. 74, r. 7

PETITION BY UNPAID CREDITOR ON SIMPLE CONTRACT DEBT

[Title as in Form No. 1]


To the High Court.

The humble petition of (insert full name and address of petitioner) shows as follows:

1. (insert full name of company) (hereinafter called “the company”) was incorporated in the State under the Companies Act 2014 (or as the case may be) in the month of ... 19/20...

2. The registered office of the company is at ...

3. The nominal share capital of the company is € ......., divided into ... shares of €........ each. The amount of the capital paid up or credited as paid up is € ........

†4 The objects for which the company was established are: (a) to... and other objects set forth in the constitution thereof.

[Note 1] 5. Council Regulation (EC) No. 1346/2000 applies to the proceedings. The centre of main interests (determined in accordance with Council Regulation (EC) No. 1346/2000) of the company is situated in the State because (state facts and grounds relied on).

[Note 1] 5. Council Regulation (EC) No. 1346/2000 applies to the proceedings. The centre of main interests of the company is situated within the territory of a Member State of the European Union (other than the State) in which Council Regulation (EC) No. 1346/2000 applies, namely at ... in... because (state facts and grounds relied on) and the company has an establishment within the State at... because (state facts and grounds relied on).

[Note 1] [Note 2] 5. Council Regulation (EC) No. 1346/2000 does not apply to the proceedings, because (specify reasons for non-application).

[Note 3] 6. To your petitioner’s knowledge, no insolvency proceedings have been opened in respect of the company in a Member State of the European Union to which Council Regulation (EC) No. 1346/2000 applies.

[Note 3] 6. Insolvency proceedings, which are

*main proceedings, (in accordance with Article 3(1) of Council Regulation (EC) No. 1346/2000)

*secondary proceedings, (in accordance with Article 3(3) of Council Regulation (EC) No. 1346/2000)

*territorial proceedings, (in accordance with Article 3(4) of Council Regulation (EC) No. 1346/2000)

have been opened in respect of the company in a Member State of the European Union (other than the State) to which Council Regulation (EC) No. 1346/2000 applies, namely in ..., by decision of ... made on ... 20...

*... of... was appointed by the said decision to be liquidator (within the meaning of Article 2(b) of Council Regulation (EC) No. 1346/2000) in those insolvency proceedings concerning the company.

*7. In your petitioner’s belief, the centre of the company’s main interests is situated within the territory of a Member State other than the State, and main proceedings have not been opened in another Member State. The condition referred to in *[Article 3(4)(a)] *[Article 3(4)(b)] of the Insolvency Regulation is met because (state facts and grounds relied on).

8. The company is indebted to your petitioner in the sum of € ...... for (state the consideration for the debt with particulars to establish that debt claimed is due).

9. On the ... day of ... 20 ..., your petitioner served on the company by leaving the same at the registered office thereof as aforesaid a demand under his hand calling on the company to pay the said sum which demand was in the following terms: (insert demand).

10. More than 21 days have now passed since the demand was made but the company has neglected to pay or satisfy the said sum in whole or in part or to make any offer to your petitioner to secure or compound the same.

11. The company is [insolvent and] unable to pay its debts.

12. In the circumstances it is just and equitable that the company should be wound up.

[Note 4] 13. All necessary inquiries having been made by your petitioner, the company has no obligations in relation to a bank asset that has been transferred to the National Asset Management Agency (NAMA) or a NAMA group entity (each within the meaning of the National Asset Management Agency Act 2009).

[Note 4] 13. The company has obligations in relation to a bank asset that has been transferred to the National Asset Management Agency (NAMA) or a NAMA group entity (each within the meaning of the National Asset Management Agency Act 2009) and this petition will be served on NAMA.

Your petitioner therefore prays:

(1) That the company may be wound up by the Court under the provisions of the Companies Act 2014

*[Note 5] in main proceedings (in accordance with Article 3(1) of Council Regulation (EC) No. 1346/2000)

*[Note 6] in secondary proceedings (in accordance with Article 3(3) of Council Regulation (EC) No. 1346/2000)

*[Note 7] in territorial proceedings (in accordance with Article 3(4) of Council Regulation (EC) No. 1346/2000),

(2) Or that such other Order may be made on this petition as shall be just.

NOTE:—It is intended to serve this petition on (here insert the name of the company) *[and on the National Asset Management Agency]

[Note 1] One alternative version only of paragraph 5 must be included. Under Council Regulation (EC) No. 1346/2000—

the “centre of main interests” should correspond to the place where the debtor conducts the administration of his interests on a regular basis and is therefore ascertainable by third parties;

“establishment” means any place of operations where the debtor carries out a non-transitory economic activity with human means and goods.

[Note 2] Where this version of paragraph 5 is appropriate to the case, paragraph 6 should be deleted, and the remaining paragraphs renumbered.

[Note 3] Where paragraph 6 is required, only one alternative version must be included.

[Note 4] See section 572(2) of the Companies Act 2014. One alternative version only of paragraph 13 must be included. Where the petition is served on NAMA, proof of service must be produced on the hearing of the petition.

[Note 5] To be completed only if Council Regulation (EC) No. 1346/2000 applies and the company’s centre of main interests is situated in the State.

[Note 6] To be completed only if Council Regulation (EC) No. 1346/2000 applies, insolvency proceedings in respect of the company have been opened in another Member State, and the company has an establishment in the State.

[Note 7] To be completed only if Council Regulation (EC) No. 1346/2000 applies, insolvency proceedings in respect of the company have been opened in another Member State, and one of the conditions in Article 3(4) of the Council Regulation is satisfied.


*Delete where inapplicable.

†Does not apply to LTD.


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No. 4

O. 74, r. 7

PETITION FOR ORDER WHERE THE POWERS OF THE DIRECTORS ARE BEING EXERCISED IN A MANNER OPPRESSIVE TO A MEMBER

[Title as in Form No. 1]


To the High Court.

The humble petition of (insert full name and address of petitioner) shows as follows:

1. (insert full name of company)(hereinafter called “the company”), of which your petitioner is a member, was incorporated in the State under the Companies Act 2014 (or as the case may be) in the month of... 19/20...

2. The registered office of the company is at ...

3. The nominal share capital of the company is € ......, divided into... shares of € ....... each. The amount of the capital paid up or credited as paid up is € ......

†4 The objects for which the company was established are: (a) to ..... and other objects set forth in the constitution thereof.

[Note 1] 5. Council Regulation (EC) No. 1346/2000 applies to the proceedings. The centre of main interests (determined in accordance with Council Regulation (EC) No. 1346/2000) of the company is situated in the State because (state facts and grounds relied on).

[Note 1] 5. Council Regulation (EC) No. 1346/2000 applies to the proceedings. The centre of main interests of the company is situated within the territory of a Member State of the European Union (other than the State) in which Council Regulation (EC) No. 1346/2000 applies, namely at ... in ... because (state facts and grounds relied on) and the company has an establishment within the State at ... because (state facts and grounds relied on).

[Note 1] [Note 2] 5. Council Regulation (EC) No. 1346/2000 does not apply to the proceedings, because (specify reasons for non-application).

[Note 3] 6. To your petitioner’s knowledge, no insolvency proceedings have been opened in respect of the company in a Member State of the European Union to which Council Regulation (EC) No. 1346/2000 applies.

[Note 3] 6. Insolvency proceedings, which are


    *main proceedings, (in accordance with Article 3(1) of Council Regulation (EC) No. 1346/2000)

    *secondary proceedings, (in accordance with Article 3(3) of Council Regulation (EC) No. 1346/2000)

    *territorial proceedings, (in accordance with Article 3(4) of Council Regulation (EC) No. 1346/2000)


have been opened in respect of the company in a Member State of the European Union (other than the State) to which Council Regulation (EC) No. 1346/2000 applies, namely in ..., by decision of ... made on ... 20 ...

*... of ... was appointed by the said decision to be liquidator (within the meaning of Article 2(b) of Council Regulation (EC) No. 1346/2000) in those insolvency proceedings concerning the company.

*7. In your petitioner’s belief, the centre of the company’s main interests is situated within the territory of a Member State other than the State, and main proceedings have not been opened in another Member State. The condition referred to in *[Article 3(4)(a)] *[Article 3(4)(b)] of the Insolvency Regulation is met because (state facts and grounds relied on).

[Note 4] 8. All necessary inquiries having been made by your petitioner, the company has no obligations in relation to a bank asset that has been transferred to the National Asset Management Agency (NAMA) or a NAMA group entity (each within the meaning of the National Asset Management Agency Act 2009).

[Note 4] 8. The company has obligations in relation to a bank asset that has been transferred to the National Asset Management Agency (NAMA) or a NAMA group entity (each within the meaning of the National Asset Management Agency Act 2009) and this petition will be served on NAMA.

Here set out in paragraphs the facts and grounds on which the petitioner relies in seeking a winding up order, for example:

9. The company was formed by A.B., deceased, to carry on the business of .... formerly carried on by him in partnership with C.D. and E.F. The said A.B., C.D., and E.F. were the first directors of the company. Each of the said three directors held 2,000 shares in the company.

10. The said A.B. died on the .... day of .... 20 ..., having appointed his widow, G.H. the petitioner, to be the sole executrix of his last will.

11. By clauses ... and ... of the *articles of association *constitution of the company it is provided: (set out the clauses relating to registration of executors and of transfers and for the remuneration of the directors).

12. The said C.D. and E.F. as the sole remaining directors of the company have refused to register the said G.H. as a shareholder of the company.

13. During the lifetime of the said A.B. each of the said directors was paid a salary of € .... and directors’ fees of € ..... under resolutions passed at general meetings of the company. At an extraordinary general meeting of the company held on the ... day of ... 20 ..., the said C.D. and E.F. by the exercise of their voting power as the holders of more than one half of the registered shares of the company increased their remuneration as directors from the sum of € ...... to the sum of € .....

14. Since the date of the death of the said A.B. no dividends have been paid by the company although the balance sheets and profit and loss accounts have shown considerable profits.

15. Your petitioner charges that the said C.D. and E.F. have excluded and intend to continue to exclude the petitioner from any share in the conduct of the company’s business or in the distribution of its profits.

16. Your petitioner further charges that the said C.D. and E.F. are attempting to compel your petitioner to sell her shares to the company to the said C.D. and E.F. at a gross undervalue and that the company’s affairs are being conducted and that the powers of the directors of the company are being exercised in a manner oppressive to her and in disregard of her interests as the personal representative of a deceased member.

(Conclude as follows):—

[No.] It is just and equitable that the company should be wound up. Your petitioner therefore prays:

(1) That the company may be wound up by the Court under the provisions of the Companies Act 2014

*[Note 5] in main proceedings (in accordance with Article 3(1) of Council Regulation (EC) No. 1346/2000)

*[Note 6] in secondary proceedings (in accordance with Article 3(3) of Council Regulation (EC) No. 1346/2000)

*[Note 7] in territorial proceedings (in accordance with Article 3(4) of Council Regulation (EC) No. 1346/2000),

(2) Or that such other Order may be made on this petition as shall be just.

NOTE:—It is intended to serve this petition on (here insert the name of the company) *[and on the National Asset Management Agency]

[Note 1] One alternative version only of paragraph 5 must be included.

Under Council Regulation (EC) No. 1346/2000—

the “centre of main interests” should correspond to the place where the debtor conducts the administration of his interests on a regular basis and is therefore ascertainable by third parties;

“establishment” means any place of operations where the debtor carries out a non-transitory economic activity with human means and goods.

[Note 2] Where this version of paragraph 5 is appropriate to the case, paragraph 6 should be deleted, and the remaining paragraphs renumbered.

[Note 3] Where paragraph 6 is required, only one alternative version must be included.

[Note 4] See section 572(2) of the Companies Act 2014. One alternative version only of paragraph 8 must be included. Where the petition is served on NAMA, proof of service must be produced on the hearing of the petition.

[Note 5] To be completed only if Council Regulation (EC) No. 1346/2000 applies and the company’s centre of main interests is situated in the State.

[Note 6] To be completed only if Council Regulation (EC) No. 1346/2000 applies, insolvency proceedings in respect of the company have been opened in another Member State, and the company has an establishment in the State.

[Note 7] To be completed only if Council Regulation (EC) No. 1346/2000 applies, insolvency proceedings in respect of the company have been opened in another Member State, and one of the conditions in Article 3(4) of the Council Regulation is satisfied.

*Delete where inapplicable.

†Does not apply to LTD.


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No. 5


O. 74, r. 10 (2)

ADVERTISEMENT OF PETITION

[Title as in Form No. 1]


[Name of Company]

Notice is given that a petition was on the .... day of ...... 20 ... presented to the High Court by the company whose registered office is at ...... (or by A.B. of........) a creditor [or contributory, or liquidator in main proceedings] of the company [or as the case may be] for the winding up by the High Court of the above named company (the “company”) *in main proceedings, (in accordance with Article 3(1) of Council Regulation (EC) No. 1346/2000) *in secondary proceedings, (in accordance with Article 3(3) of Council Regulation (EC) No. 1346/2000) *in territorial proceedings, (in accordance with Article 3(4) of Council Regulation (EC) No. 1346/2000).

The petition is directed to be heard on the ... day of .... 20 .... Any creditor or contributory of the company [or liquidator in main proceedings] who wishes to support or oppose the making of an order on the petition may appear at the time of hearing by himself or his counsel for that purpose and a copy of the petition will be furnished to any creditor or contributory of the said company who requires it by the undersigned on payment of the regulated charge for the same.

(Signed)

Solicitor for the petitioner. (Address)

NOTE:—Any person who intends to appear at the hearing of the petition must serve on or send by post to the petitioner or his solicitor, notice in writing of his intention to do so. The notice must state the name and address of the person or if a firm the name and address of the firm and must be signed by the person or firm, or his or their solicitor (if any) and must be served or, if posted, must be sent by post in sufficient time to reach the above-named solicitor or the petitioner not later than 5 o’clock in the afternoon of the .... day of ....., 20 ...

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No. 6


O. 74, r.12

AFFIDAVIT VERIFYING PETITION

[Title as in Form No. 1]


I, A.B., of ....... make oath and say as follows:—

1. I beg to refer to a copy of the petition herein upon which marked with the letter “A” I have signed my name before swearing this affidavit.

2. Such of the statements made therein as relate to my own acts and deeds are true and such of the said statements as relate to the acts and deeds of any other person or persons I believe to be true.

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No. 7


O. 74, r. 12

AFFIDAVIT VERIFYING PETITION OF A COMPANY

[Title as in Form No. 1]


I, A.B. of......., make oath and say as follows:—

1. I am (a director) (the secretary) of (insert full name of company), the petitioner in the above matter and am duly authorised by the said petitioner to make this affidavit on its behalf.

2. The said petitioner is a company incorporated in the State (or the said petitioner is a company incorporated in ....., as the case may be).

3. Such of the statements in the petition now produced and shown to me and marked with the letter “A” as relate to the acts and deeds of the said petitioner are true and such of the statements as relate to the acts and deeds of any other person or persons I believe to be true.

Sworn, &c.


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No. 8


O.74, r. 15

NOTICE OF INTENTION TO APPEAR ON PETITION

[Title as in Form No. 1]


Take notice that ....... of ....... a creditor for € ....... of ....... (or a contributory holding [number and description of shares] in) the above-named company, intends to appear at the hearing of the petition advertised to be heard on the ..... day of ..... 20 ...... and to support [or oppose] such petition.

(Signed)

(Address)


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No. 9


O. 74, r. 16

LIST OF PARTIES ATTENDING THE HEARING OF A PETITION

[Title as in Form No. 1]


The following are the names of those who have given notice of their intention to attend the hearing of the petition herein on the ..... day of ...... 20 ......
NameAddressName and address of solicitorCreditor’s amount of debtContributory’s number of sharesOpposingSupporting
.....................

(Signed)


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No. 10


O. 74, r. 20

ORDER FOR WINDING UP BY THE COURT

[Title as in Form No. 1]


.... day, the ..... day of ......, 20....

Upon the petition of A.B. of ..........., a creditor [or contributory] [or liquidator in main proceedings] of the above-named company, presented to the High Court on the..... day of....., 20...., and upon hearing counsel for the petitioner, and for and upon reading the said petition, an affidavit of L.M. filed the .... day of ...., 20 ..., Iris Oifigiúil of the ... day of ...., 20 ...., the ...... newspaper of the ...... day of ........, 20 ...., each containing an advertisement of the said petition [enter any other evidence],

*And the Court being satisfied that Council Regulation (EC) No. 1346/2000 applies to these proceedings, and


    *that the petitioner had adduced evidence that the centre of main interests of the company is situated in Ireland, IT IS ORDERED that the company be wound up by the Court under the provisions of the Companies Act 2014 in main proceedings, in accordance with Article 3(1) of Council Regulation (EC) No. 1346/2000

    *that the petitioner had adduced evidence that proceedings have been opened in another Member State as proceedings to which Article 3(1) of Council Regulation (EC) No. 1346/2000 refers, IT IS ORDERED that the company be wound up by the Court under the provisions of the Companies Act 2014 in secondary proceedings, in accordance with Article 3(3) of Council Regulation (EC) No. 1346/2000

    *that the petitioner had adduced evidence that the centre of main interests of the company is not situated in Ireland, but that an establishment of the company is situated in Ireland, IT IS ORDERED that the company be wound up by the Court under the provisions of the Companies Act 2014 in territorial proceedings, in accordance with Article 3(4) of Council Regulation (EC) No. 1346/2000


*And the Court being satisfied that Council Regulation (EC) No. 1346/2000 does not apply to these proceedings, IT IS ORDERED that the company be wound up by the Court under the provisions of the Companies Act 2014

[Insert notice prescribed by rule 20]

*Delete where inapplicable


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No. 11


O. 74, r. 20

ADVERTISEMENT OF ORDER TO WIND UP

[Title as in Form No. 1]


By an order made in the above matter dated the ..... day of ........ 20 ....... on the petition of ....... of ...... it was ordered that [insert full name of company] be wound up by the Court.

(Signed)

Solicitor for the petitioner.


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No. 12


O. 74, r.32

ORDER APPOINTING A LIQUIDATOR

[Title as in Form No. 1]


..... day, the ..... day of ......., 20......

Upon the application and &c. and upon reading &c., the Court

being satisfied that [A.B.] of ............ is qualified in accordance with section 633 and section 634 *(including any regulations made thereunder) of the Companies Act 2014 for appointment as a liquidator of a company and is qualified in accordance with section 635 of the Companies Act 2014 for appointment as a liquidator of the above named company

doth appoint the said ..... of ....... to be the Liquidator of the above named company

And it is ordered that all moneys (or all moneys in excess of € .........) to be received by the said ....... be paid by him into [name of financial institution] to the credit of the account of the Liquidator of the said company within seven days after the receipt thereof.


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No. 13


O.74, r. 27

STATEMENT OF AFFAIRS

[Title as in Form No. 1]

[Name of company]


Statement of affairs on the ....... day of .........., 20......., the date of *the winding up order made in this matter *the appointment of a provisional liquidator to the company.

I, ....... of ....... make oath and say that the statement of affairs attached hereto, upon each page of which I have signed my name, and the several lists thereunto annexed, upon each of which said lists I have signed my name, are to the best of my knowledge and belief a full true and complete statement of the affairs of the above-named company on the said ....... day of .........., 20 ..... and that immediately prior to the said order the company carried on the following businesses ....... at the following addresses

Sworn, &c.


STATEMENT OF AFFAIRS OF (INSERT FULL NAME OF COMPANY).
Estimated realisable value
I. ASSETS...



___________
(1) ASSETS SPECIFICALLY CHARGED (as per List “A”)
Freehold property............
Leasehold property............
Other property, viz.............
TOTAL.......
=========
(2) ASSETS NOT SPECIFICALLY CHARGED (as per List “B”)...
Balance at bank...............
Cash in hand...............
Marketable securities............
Bills receivable...............
Trade debtors...............
Loans and advances............
Unpaid calls...............
Stock in trade...............
Work in progress...............___________
Freehold property............
Leasehold property............
Lorries and motor vehicles.........
Other plant and machinery.........
Furniture, fittings, utensils, &c..........
Patents and trade marks............
Investments other than marketable securities...
Other property, viz.............
TOTAL......
=========
(3) GROSS ASSETS:
specifically charged (as at (1) above)......
not specifically charged (as at (2) above)......€ ___________
TOTAL......
=========
II. LIABILITIES.
(1) CREDITORS SECURED by assets specifically charged
(as per List “A”):
(Amounts claimed to be due: €..........):......
Extent to which claims are estimated to be covered by assets specifically charged.........
(2) PREFERENTIAL CREDITORS (as per List “C”):
Amounts for which preference is claimed......
(3) DEBENTURE HOLDERS secured by floating charge
(as per List “D”):
Amounts claimed to be due after deducting any sums estimated (at (1) above) to be covered by assets specifically charged............
(4) UNSECURED CREDITORS (as per List “E”):
Amounts claimed to be due including unsecured balance of claims of creditors secured by assets specifically charged............€___________
GROSS LIABILITIES......
=========
(Signed)
III. SUMMARY OF ASSETS ESTIMATED TO BE AVAILABLE TO MEET CREDITOR’S CLAIMS
GROSS ASSETS— Total (as at I (3) above)..
deduct amounts due to SECURED CREDITORS to extent to which claims are estimated (at II (1) above) to be covered by assets specifically charged€___________
Balance available for preferential creditors..
deduct amounts claimed to be due to PREFERENTIAL CREDITORS (as at II (2) above)€___________
Balance available for debenture holders secured by a floating charge......
deduct amounts due to such DEBENTURE HOLDERS (as at II (3) above)......€___________
Balance available for unsecured creditors..
deduct amounts claimed to be due to UNSECURED CREDITORS (as at II (4) above)....€___________
ESTIMATED SURPLUS/DEFICIENCY
=========

(i) The foregoing estimates are subject to the costs of winding up and to any surplus or deficiency on trading pending realisation of the assets.

(ii) There is no unpaid capital liable to be called up or The nominal amount of unpaid capital liable to be called up is €........... estimated to produce €............, which is/is not charged in favour of debenture holders.

(Signed)

————


LIST “A”—ASSETS SPECIFICALLY CHARGED AND CREDITORS FULLY OR PARTLY SECURED (NOT INCLUDING DEBENTURE HOLDERS SECURED BY A FLOATING CHARGE).
Statement of affairs
List “A”
The names of the secured creditors are to be shown against the assets on which their claims are
secured, numbered consecutively, and arranged in alphabetical order as far as possible.
Particulars
of assets
specifically
charged
Date when
security given
Estimated
value of
security
No.Name of
creditor
AddressAmount of
debt
Date when
contracted
ConsiderationBalance of
debt
unsecured
carried to
List “E” or
List “D”
Estimated
surplus from
security
.................................

————

LIST “B”—ASSETS NOT SPECIFICALLY CHARGED


Statement of affairs
List “B”
Full particulars of every description of property not specifically
charged and not included in any other list are to be set forth in this list.
Full statement and nature of propertyBook value €Estimated to
produce €
State name of
bankers
Balance at Bank................
Cash in hand..................
Marketable securities, viz...............
Bills receivable................
Trade debtors (as per Schedule hereto)............
Loans and advances, viz.................
Unpaid calls..................
......
State natureStock in trade..................
State natureWork in progress................
Freehold property, viz.................
Leasehold property, viz.................
Lorries and motor cars, viz...............
Other plant and machinery..............
Furniture, fittings, utensils, &c...............
Patents and trade marks................
Investments other than marketable securities, viz...........
Other property and assets..............

(Signed)


————

SCHEDULE OF TRADE DEBTORS

Statement of affairs
— Schedule I to List “B”.
The names to be arranged in alphabetical order and numbered
consecutively.

NOTE:—If the debtor to the company is also a creditor but for a
less amount than his indebtedness, the gross amount due to the
company and the amount of the contra account should be shown
in the third column and the balance only be inserted under the
heading “Amount of debt” thus:
Due to company........... €
Less: Contra account.....
No such claim should be included in List “E”.
No.NameAddress
Amount of debt
Folio
of ledger
or other
book where
particulars
to be
found
When
contracted
month and
year
Estimated
to produce
Particulars
of any
securities
Good
Doubtful
Bad
............
.........€.€.€.
(Signed)

————

LIST “C”—PREFERENTIAL CREDITORS FOR RATES, TAXES, SALARIES, WAGES, WORKMENS COMPENSATION, DAMAGES AND OTHERWISE

Statement of affairs
List “C”.
The names to be arranged in alphabetical order and numbered consecutively. When the amount of the claim is unascertained write unascertained in column headed “Amount of claim”.
No.Name of creditorAddressNature of claimAmount of claimAmount payable in fullBalance not preferential carried to List “E”
..................
(Signed)

————

LIST “D”—DEBENTURE HOLDERS SECURED BY A FLOATING CHARGE

Statement of affairs
List “D”
The names to be arranged in alphabetical order and numbered
consecutively. Separate lists should be furnished of holders of
each issue of debentures, if more than one issue has been made.
No.Name of
holder
Address Amount Description of
assets over
which security
extends
................

(Signed)


————

LIST “E”—UNSECURED CREDITORS

Statement of affairs
List “E”
The names to be arranged in alphabetical order and
numbered consecutively.
NOTE:—When there is a contra account against the creditor
less than his claim against the company, the amount of the
creditors claim and the amount of the contra account should
be shown in the third column and the balance only inserted
under the heading “Amount of debt”, thus:—
Total amount of claim.... €...........
Less: Contra account......
No such set off should be included in the Schedule to trade
debtors attached to List “B”.
No.NameAddress Amount of
debt
Date when
contracted
Consideration
..................
Unsecured balance of
creditors partly
secured—brought from
List “A”
Balance not preferential
of preferential creditors—
rought from List “C”.
.........
..................
(Signed)

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No. 14.


O.74, r. 40(1)

NOTICE TO CREDITORS OF FIRST MEETING

[Title as in Form No. 1]


(An order for winding up the above named company was made on the ....... day of ...., 20....)

Notice is hereby given that the liquidator has *decided *been directed by a creditor(s) representing not less than one-tenth in value of the creditors of the above company under section 666 of the Companies Act 2014 to summon a meeting of creditors of the company and that such meeting will be held at ...... on the ....... day of .........., 20 ..... at .......o’clock in the ..... noon.

Your proof must be lodged with me not later than ...... o’clock on the ...... day of ......, 20.... if you wish to vote at this meeting. The purpose of the meeting is to determine by resolution (a) whether or not a committee of inspection is to be appointed, and (b) who are to be the members of the committee if so appointed.

Forms of proof and of general and special proxies are enclosed herewith. Proxies to be used at the meeting must be lodged with ...... at ...... in the County of ...... not ...... later than ...... o’clock on the ...... day of ......, 20....

Dated (Signed)

Liquidator.


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No. 15


O.74, r. 42(1)

NOTICE OF MEETING OF CREDITORS DIRECTED BY THE COURT

————

[Title as in Form No. 1]


Notice is hereby given that the Court has directed under section 566 of the Companies Act 2014 a meeting of the creditors of the above named company to be summoned for the purpose of ascertaining their wishes as to (state the object for which the meeting is called, unless the notice is by advertisement, in which case say, certain matters relating to the winding up of the said company) and that such meeting will be held on ....... day, the ...... day of ......., 20... at ...... o’clock in the ...... noon at ....... at which time and place all the creditors of the said company are requested to attend. (The Court has appointed A.B. of ....... to act as chairman of such meeting.)

Forms of general and special proxies are enclosed herewith. Proxies to be used at the meeting must be lodged with ...... in the County of ....... not later than ..... o’clock on ..... day the ....... day of .........., 20 ......

Dated

(Signed)

Liquidator.


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No. 16


O. 74, r. 42(1)

NOTICE OF MEETING OF CONTRIBUTORIES DIRECTED BY THE COURT

————

[Title as in Form No. 1]


Notice is hereby given that the Court has directed under section 566 of the Companies Act 2014 a meeting of the contributories of the above named company to be summoned for the purpose of ascertaining their wishes as to (state the objects for which the meeting is called, unless the notice is by advertisement, in which case say, certain matters relating to the winding up of the said company) and that such meeting will be held on ..... day the ...... day of ........., 20 .... at ..... o’clock in the ..... noon at ..... at which time and place all the contributories of the said company are requested to attend. The Court has appointed A.B. of ..... to act as chairman of such meeting.

Forms of general and special proxies are enclosed herewith. Proxies to be used at the meeting must be lodged with .... in the County of ...... not later than ..... o’clock on ..... day the ..... day of ........., 20 ......

A member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend, speak and vote instead of him. A proxy need not be a member of the company.

Dated

(Signed)

Liquidator.


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S.I. No. 616 of 2015

No. 17.


O. 74, r. 42

CHAIRMAN'S LIST OF PERSONS ATTENDING AND REPORT OF RESULT OF MEETING.

———————

[Title as in Form No. 1]


I, ....... the person appointed by the Court to act as chairman of a meeting of the creditors (or contributories or members) of the above named company summoned by advertisement (or notice) dated the ...... day of ......, 20..... and held on the ...... day of......., 20 ...... at ...... do hereby report to the Court the result of such meeting as follows:

The said meeting was attended, either personally or by proxy by the following creditors whose claims against the said company have been allowed in the amount set out opposite the name of each [or by contributories holding the number of shares in the said company set out opposite the name of each and entitled by the regulations of the company, to the number of votes set out opposite the name of each].

*Creditors attending
NameAddressAmount of claim allowed against the company

* Contributories/members attending
NameAddressNumber of shares in the companyNumber of votes

The question submitted to the said meeting was, whether the creditors [or contributories or members] of the said company approved of the proposal of the Liquidator that (as the case may be) and whether they wished that such proposal should be adopted and carried into effect.

The said meeting was unanimously of opinion that the said proposal should [or, should not] be adopted and carried into effect.


or

The result of the voting upon such question was as follows:— The undermentioned creditors [or contributories or members] voted in favour of the said proposal being adopted and carried into effect:—
Name of creditor [or contributory]AddressAmount of claim allowed [or number of shares]Number of votes conferred on each contributory by the regulations of the company
............

The undermentioned creditors [or contributories] voted against the said proposal being adopted and carried into effect:—
Name of creditor [or contributory]AddressAmount of claim allowed [or number of shares]Number of votes conferred on each contributory by the regulations of the company
............

The undermentioned creditors [or contributories] did not vote on the said proposal:—
Name of creditor [or contributory]AddressAmount of claim allowed [or number of shares]Number of votes conferred on each contributory by the regulations of the company
............

Dated

(Signed)

Chairman.

*delete where inapplicable


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No. 18


O. 74, r. 44

GENERAL PROXY

————

[Title as in Form No. 1]


I/We, .......... of ....... a creditor [or contributory] hereby appoint (1) ....... to be my/our general proxy to vote at the meeting of creditors [or contributories] to be held in the above matter on the ... day of ......., 20 ... or at any adjournment thereof.

Dated (Signed) (2)

NOTES:

(1) The person appointed general proxy may, in a winding up by the Court be the Liquidator or such other person as the creditor [or contributory] may appoint and in a voluntary winding up may be the Liquidator or if there is no Liquidator, the chairman of the meeting or such other persons as the creditor [or contributory] may appoint. The proxy form should be altered accordingly.

(2) If a firm, sign the firms trading name and add “by A.B. a partner in the said firm.” If the appointor is a corporation, then the form of proxy must be under its common seal or under the hand of some officer duly authorised in that behalf and the fact that the officer is so authorised must be so stated.

(3) The proxy form when signed must be lodged by the time and at the address stated for that purpose in the notice convening the meeting at which it is to be used.


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No. 19


O. 74, r. 44

SPECIAL PROXY

[Title as in Form No. 1]


I/We, ....... of ....... a creditor [or contributory] hereby appoint (1) ....... as my/our proxy at the meeting of creditors [or contributories] to be held on the ....... day of .........., 20... or at any adjournment thereof to vote (a) ....... the resolution No. (b) ......... in the notice convening the said meeting.

(a) Here insert the word “for” or the word “against” as the case may require.

(b) Specify the particular resolution.

Dated (Signed) (2)

NOTES:

(1) The person appointed proxy may, in a winding up by the Court, be the Liquidator or such other person as the creditor or contributory may appoint, and in a voluntary winding up, the Liquidator or if there is no Liquidator the chairman of a meeting or such other person as the creditor or contributory may appoint. The proxy form should be altered accordingly. A creditor or contributory may give a special proxy to any person to vote at any specified meeting or adjournment thereof on all or any of the following matters:—


    (a) for or against the appointment or continuance in office of any specified person as Liquidator or as a member of the committee of inspection;

    (b) on all questions relating to any matter, other than those above referred to, arising at a specified meeting or adjournment thereof.


(2) If a firm, sign the firm’s trading title and add “by A.B. a partner in the said firm”. If the appointor is a corporation, then the form of proxy must be under its common seal or under the hand of some officer duly authorised in that behalf, and the fact that he is so authorised must be so stated.

(3) The proxy form when signed must be lodged by the time and at the address named for that purpose in the notice convening the meeting at which it is to be used.


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No. 20


O. 74, r. 45(2)

DISCLAIMER OF LEASE

[Title as in Form No. 1]


Pursuant to an order of the Court dated the ....... day of ........, 20 .... I, the Liquidator of the above named company, hereby disclaim all interest in the lease dated the ....... day of ............., 20 ..... whereby the premises (insert description of the property disclaimed) were demised to ..... at a rent of € ....... per annum for a term of ....... In witness whereof I, ....... the Liquidator of the above named company have hereunto set my hand and affixed my seal this ...... day of ......., 20....

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No. 21


O. 74, r. 45(2)

NOTICE OF DISCLAIMER OF LEASE

[Title as in Form No. 1]


Take notice that, pursuant to an order of the Court, dated the ..... day of ........, 20 ..... I, the Liquidator of the above named company, by writing under my hand and seal bearing date the ....... day of ......, 20... disclaimed all interest in the lease dated the ..... day of ........., 20....... whereby the premises (insert description of the property disclaimed) were demised to ....... at a rent of €....... per annum for a term of ....... years. The abovementioned disclaimer has been delivered to the Registrar of Companies.

Dated (Signed)

Liquidator.

To (address)


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No. 22


O. 74, r. 47

AFFIDAVIT IN SUPPORT OF LIST OF CONTRIBUTORIES

[Title as in Form No. 1]


I, ....... of ......., the Liquidator of the above named company, make oath and say as follows:

(1) The document marked “A” upon which I have signed my name before swearing this affidavit, contains a list of the contributories of the said company, made out by me from the books and papers of the said company, together with their respective addresses and the number of shares (or extent of interest) to be attributed to each; and such list is, to the best of my knowledge, information and belief, a true and accurate list of the contributories of the said company so far as I have been able to make out and ascertain the same.

(2) I have, in the first part of the said list, distinguished the persons who are contributories in their own right.

(3) I have, in the second part of the said list, distinguished the persons who are contributories as being representatives of, or being liable for the debts of others.

Sworn &c.


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No. 23


O. 74, r. 47

LIST OF CONTRIBUTORIES REFERRED TO IN FORM No. 22

“A”

[Title as in Form No. 1]


This list of contributories marked “A” was produced and shown to ....... and is the same list of contributories as is referred to in his affidavit sworn before me this ....... day of ........, 20.......

FIRST PART—CONTRIBUTORIES IN THEIR OWN RIGHT.
Serial No.NameAddressDescriptionDate when included in the listNumber of shares [or, extent of interest]Amount called upAmount paid up
........................

SECOND PART—CONTRIBUTORIES AS BEING REPRESENTATIVES OF OR LIABLE FOR THE DEBTS OF OTHERS.
Serial No.NameAddressDescriptionIn what character includedNumber of shares [or, extent of interest]Amount called upAmount paid up
........................

(Signed)


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No. 24


O. 74, r. 49

NOTICE OF MOTION FOR CALL

[Title as in Form No. 1]


Take notice that on ....... day the ....... day of .........., 20... at ..... o’clock in the forenoon an application by the Liquidator of the above named company will be made to the Court for an order that a call to the amount of ....... cents per share may be made on all the contributories (or if upon any particular class, specify it) of the said company, ......., which application will be grounded on the affidavit of ....... the Liquidator (a copy of which is served herewith), the documents therein referred to, the nature of the case and the reasons to be offered.

Dated

(Signed)

Solicitor for the Liquidator.

To


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No. 25


O. 74, r. 49

AFFIDAVIT OF LIQUIDATOR IN SUPPORT OF APPLICATION FOR A CALL

[Title as in Form No. 1]


I, ....... of ......., the Liquidator of the above named company make oath and say as follows:

1. I have in the schedule marked “A” upon each page of which I have signed my name before swearing this affidavit, set forth a statement showing the amount due in respect of the debts allowed against the said company, and the estimated amount of the costs, charges and expenses of and incidental to the winding up thereof and which said several amounts in the aggregate are € ....... or thereabouts.

2. I have also in the said schedule set forth a statement of the assets in hand belonging to the said company amounting to the sum of € ....... and no more. There are no other assets belonging to the said company except the amount due from some of the contributories of the said company, and to the best of my knowledge and belief it will be impossible to realise more than the sum of € ....... or thereabouts in respect of the said amounts.

3. I have in the schedule marked “B” upon each page of which I have signed my name before swearing this affidavit, set forth a list, the content of which is true and accurate to the best of my knowledge, information and belief, of the contributories of the said company in respect of the total number of shares.

4. For the purpose of satisfying the several debts and liabilities of the said company and paying the costs, charges and expenses of and incidental to the winding up thereof I believe that the sum of €....... will be required in addition to the amount of the assets of the said company mentioned in the said schedule and the said sum of € ......

5. In order to provide the said sum of € ....... it is necessary to make a call upon the several persons who have been included in the list of contributories as before exhibited and having regard to the probability that some of such contributories will fail partly or wholly to pay the amount of such call, I believe that for the purpose of realising the amount required it is necessary that a call of ...... per share should be made.

Sworn &c.


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No. 26


O. 74, r. 49

ADVERTISEMENT OF INTENDED CALL

[Title as in Form No. 1]


Pursuant to an order dated ....... the Court has appointed the ....... day of ....... 20 ...... for the hearing of an application by the Liquidator of the above named company for an order that a call be made on all the contributories of the said company [or as the case may be] and that the Liquidator proposes that such call shall be ....... cents per share. All persons interested are entitled to attend at such day, hour and place to offer objections to the making of such order and to such call.

Dated (Signed)

Examiner.


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No. 27


O. 74, r. 50

NOTICE TO BE SERVED WITH THE GENERAL ORDER FOR A CALL

[Title as in Form No. 1]


The amount due from you A.B., in respect of the call made by the above (or within) order is the sum of € ....... which sum is to be paid by you into [name of financial institution] (the “Bank”) to the account mentioned in the said order. You may pay the same in person, *or through a banker or other agent: but this notice and copy order must be produced at the Bank upon such payment and the cashier of the Bank will, upon receiving the same, deliver to you a certificate of the payment numbered ....... signed by the said cashier. In order to prevent execution being issued or other proceedings being taken against you for nonpayment, you must, immediately after such payment, give written notice of the payment and of the date thereof to me as the Liquidator of the said company at my office at ........

Dated (Signed)

Liquidator.

To


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No. 28


O. 74, r. 69

NOTICE AS TO MODE OF PAYMENT

[Title as in Form No. 1]


You may make the payment directed by the within (or above order) at [name of financial institution] (the “Bank”) in person (continue as in Form No. 31 from*)

Dated (Signed)

Liquidator.

To


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No. 29


O. 74, r. 70

AFFIDAVIT OF NON-PAYMENT

[Title as in Form No. 1]


I, ....... of ......., the Liquidator of the above named company make oath and say as follows:

1. ......., the person named in an order made in this matter by Mr./Ms. Justice ......, dated the ....... day of ........... 20....... who was duly served with a copy of the said order on the ....... day of ..........., 20... has not paid into the account of the Liquidator of the said company the whole or any part of the sum of € ...... as was directed by the said order.


(Or, in the case of several parties)

1. None of the several persons whose names and addresses are set forth in the schedule hereunder written and who have respectively been duly served with the order made in this matter by Mr./Ms. Justice ....... on the respective dates set opposite their respective names in the said schedule, have paid into the account of the Liquidator of the said company the whole or any part of the several sums of money set opposite their respective names in the said schedule hereunder written, as by the said order respectively directed.

2. I am able to depose to such non-payment because I have this day ascertained, by inquiry at the Bank that such payment [or payments] has [or have] not been made. No notice [or notices] of such payment [or payments] having been made has [or have] been given to me by the said ...... [or several persons respectively].

Sworn &c.


SCHEDULE
NameAddressDescriptionAmountDate of orderNumber of
certificate
...............

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No. 30


O. 74, r. 52(1)

ADVERTISEMENT FOR CREDITORS

[Title as in Form No. 1]


The creditors of the above named company are required, on or before the ....... day of ....... 20 .... to send their names and addresses and the particulars of their debts or claims and the names and addresses of their solicitors, if any, to the undersigned ....... of ......., the Liquidator of the said company and if so required by notice in writing from me, are to file such affidavits in proof of claims as they may be advised and to give notice of filing thereof to me and to attend at such time and place as shall be specified in such notice or, in default thereof, they will be excluded from any distribution made before such debts or claims are proved.

..... day the ....... day of ........, 20..... at ..... o’clock in the ...... noon at ....., has been appointed for hearing and adjudicating upon the said debts and claims.

Dated

(Signed)

Liquidator.


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No. 31


O. 74, r. 52(2)

INVITATION TO LODGE A CLAIM

[Title as in Form No.1]


To: ....... of .........

(insert full name of company), having its registered office at ........ (“the company”) was on the ..... day of ..... 20..., ordered to be wound up by the High Court, the Court having determined that Council Regulation (EC) No. 1346/2000 (the “Insolvency Regulation”) applies to these proceedings.

*The undersigned *..... of ....... has been appointed to be the Liquidator of the company *and is the liquidator in main proceedings for the purposes of the Insolvency Regulation.

You have been entered in the company’s statement of affairs or have otherwise come to my notice as a creditor of the company, *who has not yet lodged a claim or proof of debt with me.

Please take notice of the following:

1. Claims and proofs of debt in respect of the company, bearing the heading “Lodgment of claim” and record number ......., and including the documents and information set out in Article 41 of the Insolvency Regulation, must be submitted to me at the address below no later than the ...... day of ...... 20 .....

2. Under section 674 of the Companies Act 2014, I 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 are proved. Accordingly, a proof submitted after that date risks exclusion from the benefit of any distribution made before the debt concerned is proved.

3. Creditors whose claims are preferential must lodge their claims with me within the period set out above.

4. Creditors whose claims are secured in rem should, where they propose to—


    (i) abandon their security or

    (ii) value that security and prove in the winding up for the unsecured balance of the claim,


lodge their claims with me within the period set out above.

5. If you are willing to receive any further notices concerning the liquidation from me by electronic mail or by fax, please confirm and provide me with your e-mail address or fax number.

6. Claims and proofs should be sent by registered post to:

.............

(Liquidator)

at ..........

[A summary or copy of the provisions of sections 618 to 622 inclusive of the Companies Act 2014 to be attached.]

*Delete where inapplicable


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No. 32


O. 74, r. 52(2)
[Title as in Form No. 1]

INVITATION TO LODGE A CLAIM

Покана за предявяване на вземане. Срокове, които трябва да се спазват
Convocatoria para la presentación de créditos. Plazos aplicables
Výzva k přihlášení pohledávky. Závazné lhůty
Opfordring til anmeldelse af fordringer. Vær opmærksom på fristerne
Aufforderung zur Anmeldung einer Forderung. Etwaige Fristen beachten!
Nõude esitamise kutse. Järgitavad tähtajad
Προ΄σκληση για αναγγελι΄α απαιτη΄σεως. Προσοχη΄ στις προθεσμι΄ες
Invitation to lodge a claim. Time limits to be observed
Invitation à produire une créance. Délais à respecter
Cuireadh chun éileamh a thaisceadh. Teorainn ama socraithe
Invito all’insinuazione di un credito. Termine da osservare
Uzaicinājums iesniegt prasījumu. Termiņi, kas jāievēro
Kvietimas pateikti reikalavimą. Privalomieji terminai
Felhívás követelés bejelentésére. Betartandó határidők
Stedina għal preżentazzjoni ta' talba
Oproep tot indiening van schuldvorderingen. In acht te nemen termijnen
Wezwanie do zgłoszenia wierzytelności. Przestrzegać terminów
Aviso de reclamação de créditos. Prazos legais a observar
Invitație de înregistrare a cererii de admitere a creanței. Termenul limită
Výzva na prihlásenie pohľadávky. Je potrebné dodržať stanovené termíny
Poziv k prijavi terjatve. Roki, ki jih je treba upoštevati!
Kehotus saatavan ilmoittamiseen. Noudatettavat määräajat
Anmodan att anmäla fordran. Tidsfrister att iaktta
To: .......

of .........

(Insert full name of company), having its registered office at ........ (“the company”) was on the ..... day of ..... 20..., ordered to be wound up by the High Court, the Court having determined that Council Regulation (EC) No. 1346/2000 (the “Insolvency Regulation”) applies to these proceedings.

*The undersigned *..... of ...... has been appointed to be the Liquidator of the company *and is the liquidator in main proceedings for the purposes of the Insolvency Regulation.

You have been entered in the company’s statement of affairs or have otherwise come to my notice as a creditor of the company, *who has not yet lodged a claim or proof of debt with me.

Please take notice of the following:

1. Claims and proofs of debt in respect of the company, bearing the heading “Lodgment of claim” and record number ......., and including the documents and information set out in Article 41 of the Insolvency Regulation, must be submitted to me at the address below no later than the ..... day of ...... 20 .... If the claim or proof of debt is not in English or Irish, you must also provide a translation of same into English or Irish.

2. Under section 674 of the Companies Act 2014, I 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 are proved. Accordingly, a proof submitted after that date risks exclusion from the benefit of any distribution made before the debt concerned is proved.

3. Creditors whose claims are preferential must lodge their claims with me within the period set out above.

4. Creditors whose claims are secured in rem should, where they propose to—

(i) abandon their security or

(ii) value that security and prove in the winding up for the unsecured balance of the claim,

lodge their claims with me within the period set out above.

5. If you are willing to receive any further notices concerning the liquidation from me by electronic mail or by fax, please confirm and provide me with your e-mail address or fax number.

6. Claims and proofs should be sent by registered post to:

.............

(Liquidator)

at..........

[A summary or copy of the provisions of sections 618 to 622 inclusive of the Companies Act 2014 to be attached.]

*Delete where inapplicable


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No. 33


O.74, r.55

NOTICE TO CREDITOR OF ALLOWANCE OF DEBT

[Title as in Form No. 1]


The debt claimed by you in this matter has been allowed at the sum of € ....... [if part only allowed, add: if you claim to have a larger sum allowed, you are hereby required to come in and prove the further amount claimed by you against the above named company by filing your affidavit and giving notice thereof to men on or before the ....... day of ....... next: and you are to attend in person or by your solicitor at ........., on the ....... day of ........., 20... at ....... o’clock in the ....... noon being the time appointed for hearing and adjudicating upon the claim.]

Dated

(Signed)

Liquidator.

To


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No. 34


O. 74, r. 55

NOTICE TO CREDITORS TO COME IN AND PROVE THEIR DEBTS

[Title as in Form No. 1]


You are hereby required to come in and prove the debt claimed by you against the above named company by filing your affidavit and giving notice thereof to me on or before the .... day of ..... next; and you are to attend in person or by your solicitor at ........., on the .... day of .........., 20 .... at ....... o’clock in the ..... noon being the time appointed for hearing and adjudicating upon the claim.

Dated

(Signed)

Liquidator.

To


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No. 35


O. 74, r. 59

AFFIDAVIT OF CREDITOR IN PROOF OF DEBT

[Title as in Form No. 1]


I, ....... of ......., make oath and say as follows:

1. The above named company was on the ....... day of ....., 20 .... the date of the order for winding up the same and still is legally indebted to me in the sum of € .... for (describe shortly the nature of the debt) as shown by the account upon which marked with the letter “A” I have signed my name prior to the swearing of this affidavit.

2. I have not, nor has any person by my order or to my knowledge or belief for my use received the said sum of €.......... or any part thereof or any security or satisfaction for the same or any part thereof (if any security add; except the following: .......).

3. The following vouchers are available to substantiate the debt claimed above:—

Sworn &c.


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No. 36


O. 74, r. 62

PROOF OF DEBT OF EMPLOYEES

[Title as in Form No. 1]


I, ..... of .........., on behalf of the persons employed by the above named company hereby claim that the said company was on the ....... day of ......, 20.... and still is legally indebted to the several persons whose names, addresses and descriptions appear in the schedule hereto in the sums severally set against their names in the sixth column of such schedule for wages due to them respectively as employees (after deduction of income tax) in the employment of the said company in respect of services rendered by them respectively to the said company during such periods as are set out against their respective names in the fifth column of such schedule, for which said sums, or any part thereof, I say that they have not nor has any of them had or received any manner of satisfaction or security whatsoever.

Dated

(Signed)

To the Liquidator of ....... Company Limited.


SCHEDULE
1
No.
2
Full name of employee
3
Address
4
Description
5
Period over which wages due
6
Amount due
...
...
...
...
...
...

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No. 37


O. 74, r. 66

AUTHORITY TO LIQUIDATOR TO PAY DIVIDENDS TO ANOTHER PERSON

[Title as in Form No. 1]


To the Liquidator of (insert full name of company)

Sir/Madam

I/We hereby authorize and request you to pay to ....... of ......., all dividends as they are declared in the above named matter and which may become due and payable to me/us in respect of the proof of debt for a sum of € ....... against the above named company made on my/our behalf. And I/we further request that any cheque or cheques drawn in respect of such dividends may be made payable to the order of the said ....... whose receipt shall be a sufficient authority to you for the issue of such cheque or cheques in his name. It is understood that this authority is to remain in force until revoked by me/us in writing.

Dated

(Signed)

Witness to the signature of


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No. 38


O. 74, r. 72

REQUEST BY LIQUIDATOR FOR INVESTMENT OF FUNDS

[Title as in Form No. 1]


To [financial institution](the “Bank”)

I, the Liquidator of the above named company request that the Bank shall invest the sum of € ....... being part of the cash balance standing to the credit of the said company on my account as Liquidator of the said company with the Bank in (specify securities) in my name, for the benefit of the said company.

Dated

(Signed)

Liquidator.


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No. 39


O. 74, r.77

LIQUIDATOR’S STATEMENT OF ACCOUNTS

(Pursuant to section 681 of the Companies Act 2014)

————

GENERAL DIRECTIONS AS TO PREPARATION OF THE STATEMENT OF ACCOUNTS


(1) The statement should contain a detailed account of all the Liquidator’s realisations and disbursements in respect of the company. The statement of realisations should contain a record of all receipts derived from assets existing at the date of the winding up order or realisation and subsequently realised, including balance in bank, book debts and calls collected, property sold, &c. and the account of disbursements should contain all payments for costs and charges or to creditors or contributories. Where property has been realised, the gross proceeds of sale should be entered under realisations, and the necessary payments incidental to sales should be entered as disbursements. These accounts should not contain payments into or out of bank or temporary investments by the Liquidator or the proceeds of such investments when realised which should be shown separately by a separate detailed statement of monies invested by the Liquidator and investments realised. Interest allowed or charged by the bank, bank charges and commission, and profit or loss upon the realisation of temporary investments, should however, be inserted in the accounts of realisations or disbursements, as the case may be. Each receipt and payment should be entered in the account in such a manner as sufficiently to explain its nature. The receipts and payments should severally be added up at the foot of each sheet and the totals carried forward from one account to another without any intermediate balance, so that the gross totals represent the total amounts received and paid by the Liquidator respectively.

(2) When the Liquidator carries on a business, a trading account in the form annexed hereto should be forwarded as a distinct account, and the totals of receipts and payments on the trading account should alone be set out in the general statement of account.

(3) When dividends or instalments of compositions are paid to creditors, or a return of surplus assets is made to contributories, the total amount of each dividend, or instalment of composition or return to contributories actually paid, should be entered in the statement of disbursements as one sum; and the Liquidator should forward separate accounts showing in lists the amount of the claim of each creditor, and the amount of dividend or composition payable to each creditor, and of surplus assets payable to each contributory, distinguishing in each list the dividends or instalments of composition and shares of surplus assets actually paid and those remaining unclaimed.

(4) When unclaimed dividends, instalments of composition or returns of surplus assets are paid into the account prescribed under section 623(1) of the Companies Act 2014, the total amount so paid in should be entered in the statement of disbursements as one sum.

(5) Credit should not be taken in the statement of disbursements for any amount in respect of Liquidator’s remuneration unless it has been duly allowed by resolution of the committee of inspection or of the creditors or of the company in general meeting or by order of Court as the case may require.


LIQUIDATOR’S STATEMENT OF ACCOUNT

(Pursuant to section 681 of the Companies Act 2014)


Name of company

No. of company

Nature of proceedings (whether a winding up by the Court or a members’ or creditors’ voluntary winding up.)

Date of commencement of winding up:

Date to which last statement (if any) was brought down: Date to which this statement is brought down:

Name and address of Liquidator:

This statement is required in duplicate.


———

GENERAL STATEMENT OF ACCOUNT

REALISATIONS
DISBURSEMENTS
DateFrom whom
received
Nature of
assets
realised
AmountDateTo whom
paid
Nature of
disbursements
Amount
......Brought
forward from
last statement
......Brought
forward from
last statement
......Carried
forward
.........Carried
forward
...

NOTE:—No balance should be shown on this account but the total realisations and disbursements only which should be carried forward to the next account.


ANALYSIS OF BALANCE
Total realisation..................
Total disbursements..................————
Balance——
The balance is made up as follows:—...
1. Cash in hands of Liquidator............
2. Total payments into bank including balance at date of commencement of winding up (as per bank sheets)...
Total withdrawals from bank...€————...
Balance at bank......
*3. Amounts invested by Liquidator......
Less amount realised from same————
Balance...————
Total balance as shown above€————

[NOTE: Full details of stocks purchased for investment and realisation thereof should be given in a separate statement.]

*The investment or deposit of money by the Liquidator does not withdraw it from the operation of section 623 of the Companies Act 2014.

NOTE:—The Liquidator should also state—
    (1) The amount of the estimated assets and liabilities at the date of the commencement of the winding up.
    Assets (after deducting amounts
    charged to secured creditors and
    debenture holders.)... €
    Liabilities
    Secured creditors.... €
    Debenture holders... €
    Unsecured creditors.. €
    (2) The total amount of the capital paid up at the date of the commencement of the winding up.
    Paid up in cash... €
    Issued as paid up otherwise than
    for cash... €
    (3) The general description and estimated value of outstanding assets (if any).
    (4) The causes which delay the termination of the winding up.
    (5) The period within which the winding up may probably be completed.
Dated

(Signed)


Liquidator

TRADING ACCOUNT


A.B., ......., the Liquidator of the above named company in account with ...... Company Limited from the ....... day of ........., 20 .... to the ....... day of ........, 20 .... (This account is required in duplicate in addition to the general statement of account).

RECEIPTS
PAYMENTS
Date...............
......
TOTAL €
............
TOTAL €
......

Dated

(Signed)

Liquidator.


————

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No. 40


O. 74, r. 77

LIQUIDATOR’S AFFIDAVIT VERIFYING HIS ACCOUNT UNDER SECTION 681

(Name of company).

No. of company:

I, ......., of ......., the Liquidator of the above named company, make oath and say as follows:

1. I refer to the statement of account hereunto annexed upon which marked “A” I have signed my name before swearing this affidavit and I say that the particulars therein contained about the proceedings in and position of the liquidation of the said company are true and correct to the best of my knowledge and belief.

2. The said statement of account [add where appropriate including the trading account annexed] contains a true and full account of all moneys received and payments made by me in the winding up of the said company from the ..... day of ....., 20.... to the ..... day of ..... 20...., inclusive, and I have not nor has any other person by my order or for my use during that period received or paid any moneys for or on account of the said company other than as disclosed in the said statement.


or

2. From the ..... day of ........, 20 ..... to the ....... day of ........, 20..... inclusive I have not nor has any other person by my order or for my use received or paid any moneys whatsoever for or on account of the said company.

Sworn &c.

This affidavit is NOT required to be sent in duplicate, but must be accompanied by the statement of account in duplicate.


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S.I. No. 616 of 2015

No. 41


O. 74, r. 86

DECLARATION OF SOLVENCY. THE COMPANIES ACT 2014. MEMBERS' VOLUNTARY WINDING UP. DECLARATION OF SOLVENCY INCLUDING STATEMENT OF TOTAL ASSETS AND LIABILITIES AND REPORT OF AN INDEPENDENT PERSON.

Pursuant to section 580(2), Companies Act 2014 and Order 74, rule 86, Rules of the Superior Courts 1986

(Form 41, Appendix M)

(insert full name of the company)
Note:-The Declaration of Solvency is not effective unless:

(a) it is made at a meeting of the directors held not earlier than 30 days before—

(i) the date of the meeting referred to in section 580(1) of the Companies Act 2014, or

(ii) if the resolution referred to in section 580(1) of the Companies Act 2014 is passed by the means provided under section 193 or 194 of the Companies Act 2014, the date of the signing of the resolution by the last member to sign,

(b) it states the total amount of the company's assets and liabilities as at the latest practicable date before the date of making of the declaration and in any event at a date not more than 3 months before the date of that making,

(c) a report made, in accordance with the provisions of section 580(4) of the Companies Act 2014, by a person referred to in section 580(4) of the Companies Act 2014 is attached to it, and

(d) either—

(i) the company has forwarded with each notice of the meeting at which the resolution is to be considered, or

(ii) if the means referred to in section 193 or 194 of the Companies Act 2014 for passing the resolution is followed, the company has appended to the resolution, a copy of the declaration.

Presented by.....
Give names and addresses of directors making the declaration

Strike out that which does not apply.

*Insert a period of months not exceeding twelve.

†This should be the latest practicable date (normally not more than three months) before the making of the declaration.

We, .....

being all/the majority of the directors of (insert full name of the company) do solemnly and sincerely declare that we have made a full inquiry into the affairs of the company, and that, having done so, we have formed the opinion that this company will be able to pays its debts in full within a period of *............ months, from the commencement of the winding up.

The total amount of the company's assets as at ....... 20... (being a date not more than 3 months before the date of the making of this declaration) is € ........

The total amount of the company's liabilities as at ...... 20... (being a date not more than 3 months before the date of the making of this declaration) is € .........

And we attach hereto marked with the letter "A" the report of the person referred to in Section 580(4) of the Companies Act 2014 as required by Section 580(3)(c) of that Act.

We make this declaration conscientiously believing the same to be true.

Signatures ................

..........................


APPENDIX

Report of ............., a person referred to in Section 580(4) of the Companies Act 2014, made on the ..... day of ........ 20...... (in form No. 41A)

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S.I. No. 616 of 2015

No. 41A


O. 74, r. 86

Report of ..........., a person referred to in Section 580(4) of the Companies Act 2014

To: (Insert full name of the company)

1. I have examined the declaration of ......... and .......*and ......., directors of the above-named company (the “company”), made on the .... day of ...... 20.......

2. I am, as at the date of making of this report *qualified to be appointed as * continue to be the statutory auditor of the company, by reason of (identify basis of qualification). I am aware of the legal responsibilities of directors and of statutory auditors.

3. (Set out concisely the inquiries made into the company’s affairs and any explanations sought from the directors of the company and given by them for the purposes of preparing the report).

4. (Set out concisely any further relevant documents, facts or information relied on in reaching the opinion given below and the source of such facts or information; copies of any further documents relied on should be scheduled to the report).

5. Having regard to the inquiries I have made into the company’s affairs, *the explanations provided to me by the directors of the company of matters raised with them for the purposes of preparing this report, *and the further documents, facts and information mentioned at paragraph 4 above,

I confirm my opinion that the declaration referred to at paragraph 1 above given pursuant to section 580(4) of the Companies Act 2014 is not unreasonable

*Schedule of further relevant documents relied on

Made on the ..... day of ...... 20......

Signed: ..................

[Print name and address]


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No. 42


O. 74, r. 87

Statement of assets and liabilities

(Pursuant to section 584 of the Companies Act 2014)

STATEMENT OF ASSETS AND LIABILITIES


........... of (insert full name of the company)

To be submitted to a meeting of creditors pursuant to section 584 of the Companies Act 2014 by the Liquidator who is of opinion that the company is unable to pay its debts in full within the period stated in the declaration of solvency, viz.,....... months from the commencement of the winding up.

Date of commencement of winding up: ....., 20......


Liquidator’s remarks.

The Liquidator should draw attention to any item where there is a substantial difference between his estimate and the directors’ estimate in the statement annexed to the declaration of solvency.

STATEMENT OF ASSETS AND LIABILITIES OF.............. LIMITED.

as at the ..... day of ....., 20....

————

I. ASSETS.Estimated realisable value
(1) ASSETS SPECIFICALLY CHARGED...
Freehold property...........
Leasehold property.........
Other property, viz.......----------------
TOTAL....€----------------
(2) ASSETS NOT SPECIFICALLY CHARGED
Balance at bank...........
Cash in hand...........
Marketable securities.........
Bills receivable...........
Trade debtors...........
Loans and advances.........
Unpaid calls...........
Stock in trade...........
Work in progress...........
Freehold property...........
Leasehold property.........
Lorries and motor vehicles.........
Other plant and machinery..........
Furniture, fittings, utensils, &c........
Patents and trade marks.........
Investments other than marketable securities...
Other property, viz.......----------------
TOTAL....€ ----------------
(3) GROSS ASSETS:
specifically charged (as at (1) above)....
not specifically charged (as at (2) above)..
TOTAL....
II. LIABILITIES.
(1) CREDITORS SECURED by assets specifically charged
(Amounts claimed to be due: €.......):...
Extent to which claims are estimated to be covered by assets specifically charged....
(2) PREFERENTIAL CREDITORS
Amounts for which preference is claimed..
(3) DEBENTURE HOLDERS secured by floating charge...
Amounts claimed to be due after deducting any sums estimated (at(1) above) to be covered by assets specifically charged......
(4) UNSECURED CREDITORS
Amounts claimed to be due including unsecured balance of claims of creditors secured by assets specifically charged......
Contingent liabilities (state nature)....
GROSS LIABILITIES......
III. SUMMARY OF ASSETS ESTIMATED TO BE AVAILABLE TO MEET CREDITORS’ CLAIMS.
GROSS ASSETS—Total (as at I (3) above).....
deduct amounts due to SECURED CREDITORS to extent to which claims are estimated (at II (1) above) to be covered by assets specifically charged
Balance available for preferential creditors.....
deduct amounts claimed to be due to PREFERENTIAL CREDITORS (as at II (2) above)....
Balance available for debenture holders secured by a floating charge.........
deduct amounts due to such DEBENTURE HOLDERS (as at II (3) above)......
Balance available for unsecured creditors.......
deduct amounts claimed to be due to UNSECURED CREDITORS (as at II (4) above)....
ESTIMATED SURPLUS/DEFICIENCY
(i) The foregoing estimates are subject to the costs of winding up and to any surplus or deficiency on trading pending realisation of the assets....
(ii) There is no unpaid capital liable to be called up or the nominal amount of unpaid capital liable to be called up is €....... estimated to produce €......., which is/is not charged in favour of debenture holders........
Dated

(Signed)

Liquidator.


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No. 43


O. 74, r. 88

LIQUIDATOR’S STATEMENT OF ACCOUNT (MEMBERS OR CREDITORS VOLUNTARY WINDING UP)

(Pursuant to section 705 or section 706 of the Companies Act 2014)

—————


Name of company. ............. (in liquidation).

No. of company..........

Presented by.........


LIQUIDATOR’S STATEMENT OF ACCOUNT IN MEMBERS/CREDITORS VOLUNTARY WINDING UP

Statement showing how the winding up has been conducted and the property of the company has been disposed of.

From ...., 20 .... (Commencement of winding up) to ....., 20 ...... (Close of winding up).
Statement of assets and liabilitiesReceiptsPayments
Receipts......
Cash at bank......
Cash in hand......
Marketable securities....
Sundry debtors
Stock in trade......
Work in progress....
Freehold property....
Leasehold property....
Motor cars and lorries....
Plant and machinery....
Furniture, fittings and utensils, &c.....
Patents, trade marks, &c......
Investments other than marketable securities
Surplus from securities
...Costs of solicitor to Liquidator........
Other law costs....
Liquidator’s remuneration:—€
(where applicable% on €.......... realised...€
(where applicable)% on €........... distributed... € (where applicable) By whom fixed
Auctioneers and valuers charges
Costs of possession and maintenance of estate
Costs of notices in Iris Oifigiúil and newspapers
Incidental outlay...
Unpaid calls at commencement of winding up
Amounts received from calls on contributories made in the winding up
Receipts per trading account.
Other property, viz.....

Less:— Payments to redeem securities
Cost of execution....
Payments per trading account
...Total cost and charges...
(i) Debenture holders:— Payment of €......... Per €......... debenture €.......... Payment of €....... per €....... debenture..
(ii) Creditors:— *preferential... *unsecured.... Dividend(s) of....in €.......... on €...... (The estimate of amount expected to rank for dividend was €.......)
(iii) Returns to contributories ... per € †share.... ... per € †share....
Net realisations...
Balance

(1) Assets including ...... shown in the statement of assets and liabilities and estimated to be of the value of €....... have proved to be unrealisable.

(2) State amount paid into the account prescribed under section 623(1) of the Companies Act 2014 in respect of:


    (a) unclaimed dividends payable to creditors in the winding up .... €.....

    (b) other unclaimed distributions in the winding up ........ €.....

    (c) other unclaimed balances ......... €.....


(3) Add here any special remarks the liquidator thinks desirable:—

Dated

(Signed)

Liquidator

*State number. Preferential creditors need not be separately shown if all creditors have been paid in full.

†State nominal value and class of share.


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No. 44


O. 74, r. 89

RETURN OF FINAL WINDING UP MEETING (Pursuant to section 705 of the Companies Act 2014) RETURN OF FINAL WINDING UP MEETING (MEMBERS’ VOLUNTARY WINDING UP)

Name of company

No. of company

Presented by

To the Registrar of Companies,

I, ....... of ......., being the Liquidator of ....... Limited have to inform you that a general meeting of the company was duly held on/summoned for (a) the ...... day of......., 20..... pursuant to section 705 of the Companies Act 2014 for the purpose of having an account (of which a copy is attached hereto) (b) laid before it showing how the winding up of the company has been conducted, and the property of the company has been disposed of, and that the same was done accordingly (or that no quorum was present at the meeting).

Dated

(Signed).............. (c)

Liquidator.

(a) Strike out that which does not apply.

(b) The copy account accompanying this return must be authenticated by the signature of the Liquidator.

(c) To be signed by each Liquidator if more than one.


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No. 45


O. 74, r. 90

RETURN OF FINAL WINDING UP MEETINGS

(Pursuant to section 706 of the Companies Act 2014)

RETURN OF THE FINAL WINDING UP MEETING OF MEMBERS AND CREDITORS (CREDITORS’ VOLUNTARY WINDING UP)


Name of company

No. of company

Presented by

To the registrar of companies,

I, ....... of ......., being the Liquidator of ....... Limited, have to inform you—

(1) that a general meeting of the above named company was duly held on/summoned for (a) the ..... day of ........, 20 ..... pursuant to section 706 of the Companies Act 2014 for the purpose of having an account (of which a copy is attached hereto) (b) laid before it showing how the winding up of the said company has been conducted and that the property of the said company has been disposed of, and that the same was done accordingly (or that no quorum was present at the meeting).

(2) that a meeting of the creditors of the said company was duly held on/summoned for (a) the ....... day of ......, 20... pursuant to section 706 of the Companies Act 2014 for the purpose of having the said account laid before it showing how the winding up of the said company has been conducted and the property of the said company has been disposed of and that the same was done accordingly (or that no quorum was present at the meeting).

Dated

(Signed)................. (c)

Liquidator.

(a) Strike out that which does not apply.

(b) The copy account accompanying this return must be authenticated by the signature of the Liquidator.

(c) To be signed by each Liquidator if more than one.


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No. 46


O. 74, r.91

AFFIDAVIT VERIFYING AN APPLICATION FOR CERTIFICATION OF LIQUIDATOR IN A CREDITORS’ VOLUNTARY WINDING UP

[Title as in Form No.1]


I, A.B. of ————, liquidator of the above named company, make oath and say as follows:

1. On the ... day of ...... 20..., it was resolved pursuant to section 583 of the Companies Act 2014, that the above company be wound up and that *........../ *the deponent herein be appointed to act as liquidator.

2. I beg to refer to a copy of the said resolution which before swearing this affidavit I have marked with the letter “A” and upon which I have indorsed my name [OR I beg to refer to a copy Companies Registration Office Search which before swearing this affidavit I have marked with the letter “A” and upon which I have indorsed my name].

*3. On the ... day of ......, 20..., it was further resolved pursuant to section *636 *637 of the Companies Act 2014, that the deponent herein be appointed to act as liquidator*in replacement of/*to act with the said...........*to fill a vacancy in the office of liquidator. I beg to refer to a copy of that said resolution which before swearing this affidavit I have marked with the letter “B” and upon which I have indorsed my name [OR I beg to refer to the reference to said resolution in a copy Companies Registration Office Search which I have exhibited as my exhibit “A”].

3./4. In accordance with Article 19 of Council Regulation (EC) No.1346/2000 of 29 May 2000 on insolvency proceedings I hereby request that the High Court certify my appointment as liquidator of the above named company.

Sworn &c.


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No. 47.


O. 74, r.91

CERTIFICATION OF LIQUIDATOR

[Title as in Form No.1]


I, ........, Master of the High Court of Ireland hereby certify-

1. That A.B. of ........ is the liquidator of .......... (insert full name of company) *(in voluntary liquidation) *(in liquidation).

2. This certificate is issued in accordance with Article 19 of Council Regulation (EC) No.1346/2000 of 29 May 2000 on insolvency proceedings. Dated the .... day of ....., 20 ....

(Signed) ............. Master of the High Court. (Seal)

*Delete where inapplicable


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No. 48


O. 74, r. 93(1)

[Title as in Form No. 1]

and in the matter of Section 819 of the Companies Act 2014


Between

..... Applicant

and

..... Respondents


Originating Notice of Motion

TAKE NOTICE that on the .... day of ..... 20 ..... at the hour of ...... o’clock in the forenoon or at the first available opportunity thereafter Counsel on behalf of the applicant will apply to this Honourable Court sitting at the Four Courts, Inns Quay in the City of Dublin for the following reliefs:

1. A declaration that ...... and ........, the respondents hereto, being persons to whom section 819 of the Companies Act 2014 applies, shall not for a period of five years be appointed or act in any way, whether directly or indirectly, as a director or secretary or be concerned or take part in the promotion or formation of any company unless that company meets the requirements set out in section 819(3) of the Companies Act 2014.

2. Such further or other Orders as to this Honourable Court may seem just.

3. An Order for the costs of this application.

WHICH SAID APPLICATION will be grounded upon this Notice of Motion together with the Affidavit of service thereof the Affidavit of ............ sworn on the ..... day of ..... 20.... together with the exhibits referred to therein the nature of the case and the reasons to be offered

Dated this ....... day of ....... 20....

Signed:

Solicitors for the Applicant

To: The Registrar
High Court
Four Courts
Dublin 7

To: [Names and addresses of the respondents]


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________

No. 49


O. 74, r.93(1)

[Title as in Form No. 48]

I, ............, of ......, (state capacity of deponent by reference to section 820(1) of the Companies Act 2014), aged 18 years and upwards make oath and say as follows:

1. I make this Affidavit from facts within my own knowledge and belief save as where otherwise appears, and where so otherwise appears, I believe the same to be true.

2. On the ..... day of .............. 20.... it was resolved pursuant to section .... of the Companies Act 2014 that the above company be wound up.*I/*......... of ........... was appointed to act as liquidator. *I was appointed a receiver of the property of the company by..... on the ... day of ..... 20... (Exhibit any relevant document(s)).

3. ..... and ......... to whom the Notice of Motion herein is addressed were and each of them was a director of the company at the date of [or within twelve months prior to] the commencement of its winding up. (Where any respondent was registered as a director, exhibit a Companies Registration Office search in relation to the Company and/or set out facts which establish any relevant respondent was a director or shadow director in accordance with section 221 of the Companies Act 2014 Act).

4. The Company is [or was at the date of commencement of the winding up] unable to pay its debts within the meaning of Section 570 of the Companies Act 2014. (Exhibit any relevant document(s)).

5. [Set out all facts applicant considers should be brought to the attention of the Court for the purpose of determining

i. whether each of the respondents has acted honestly in relation to the conduct of the affairs of the company, whether before or after it became an insolvent company

ii. whether each of the respondents has acted responsibly in relation to the conduct of the affairs of the company, whether before or after it became an insolvent company

iii. whether each of the respondents has, when requested to do so by the liquidator of the company, cooperated as far as could reasonably be expected in relation to the conduct of the winding up of the company,

iv. whether there is any other reason why it would be just and equitable that any of the respondents should be subject to the restrictions imposed by an order under section 819(1) of the Companies Act 2014]

SWORN etc


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No. 50


O. 74, r. 93(4)

APPEARANCE

Enter an appearance for C.D. and E.F. the Respondents to this Motion.

Dated

(Signed)

X.Y. & Company

Solicitors for the Respondents

or

C.D.

The (first named) Respondent in person

The registered place of business of X.Y. & Company is

or

The place of residence of C.D. is

*His/*her address for service is

To the Registrar of the Central Office

—————————————————

Take notice that I have this day entered an appearance at the Central Office, Four Courts, Dublin for to the Originating Notice of Motion in these proceedings

or

Take notice that I have this day entered an appearance in person at the Central Office, Four Courts, Dublin to the Originating Notice of Motion in these proceedings

Dated

(Signed)

To: ————————

Solicitors for the Applicant


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S.I. No. 616 of 2015

No. 51


O. 74, r. 87

Notice of removal of liquidator

Section 643(3), Companies Act 2014

Name of Company (in voluntary liquidation)

Company number: ........


Notice is hereby given to the Registrar of Companies, regarding the removal of .......... as the liquidator to the above-named company.

Chairperson: [Name in block capitals]

Signature: ............

Date: ................

The meeting at which the liquidator was removed was held on .............


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_______


S.I. No. 616 of 2015

Form No. 52


O. 74, r. 87

Notice of appointment of liquidator(s) following removal of previous liquidator

Section 643(5), Companies Act 2014

Name of Company (in voluntary liquidation)

Company number: .............


I hereby give notice to the Registrar of Companies, that I have been appointed Liquidator to the above-named company, and that I was appointed by *resolution of the company *(specify other means of appointment, e.g. order of the High Court) on .........

Liquidator [Name in block capitals]

Signature: ................

Date: ............


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_______

S.I. No. 616 of 2015

Form No. 53


O. 74, r. 87

Notice of annulment of winding up

Section 669(2), Companies Act 2014

Name of Company

Company number: ........


Notice is hereby given to the Registrar of Companies, that the winding-up of the above-named company has been annulled by order of the High Court made on .........
Nature of ProceedingsMembers' Voluntary Winding Up
Creditors' Voluntary Winding Up
Court Winding Up
Applicant for annulment [Name in block capitals]

Capacity: ...........

Signature: ............

Date: .....................


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_______

S.I. No. 616 of 2015

No. 54


O. 74, r. 94

LIQUIDATOR’S REPORT UNDER SECTION 682 OF THE COMPANIES ACT 2014

Name of Company: ......

Registration Number of Company: ......


Please indicate if this is the first, second, etc. or final Report filed for the above company: ..........

Section 1: LIQUIDATOR DETAILS

(Question 1 to be completed in every Report. Questions 2 to 9 to be completed as part of the first Report and in every subsequent Report where a change in details arises.)

1. Name of Liquidator: .....

2. Name of Liquidator’s firm (if applicable): .....

3. Address of Liquidator: .....

4. If you are a member of a professional body, please state which one: .....

5. Liquidation Type (please tick one):

      Creditors’ Voluntary Liquidation: .... Official Liquidation: ....
6. If a Creditors' Voluntary Liquidation, were you the members’ nominee-
      Yes: ..... No .....
7. Date of your appointment as Liquidator:

8. Name of Liquidator’s staff member with day-to-day responsibility for the Liquidation (where applicable):

9. Contact Details for (please tick one):

      the Liquidator: .... Staff Member: ....
    Telephone Number(s): ..... Fax Number:..... E-mail Address: .......
Section 2: COMPANY DETAILS

(To be completed as part of the first Report and every subsequent Report where a change in details arises)


10. Business/Trading Name(s) (please include all those used in the 12 months prior to the date of commencement of the winding up):

11. Address of Current Registered Office:

12. Address of any other Registered Office used in the 12 months prior to the date of commencement of the winding up:

13. Principal Trading Address(es) (please include all those used in the 12 months prior to the date of commencement of the winding up, if different from the Registered Office(s) above):

14. Nature of the Company’s Business:

a. Please state the most relevant NACE Classification (European industrial activity classification) at the date of commencement of the liquidation:

b. Please give a precise description of the Company’s activities at the date of commencement of the liquidation:

15. Number of Company employees at the date of commencement of the liquidation: .....

16. Turnover for each of the last three financial years preceding the date of commencement of the liquidation:

Financial Year Ended (date): ..... Turnover: ..... (€ amount)

Financial Year Ended (date): ..... Turnover: ..... (€ amount)

Financial Year Ended (date): ..... Turnover: ..... (€ amount)

17. Trading Details (please state as a minimum month and year):

a. Date of Commencement of Trading: .....

b. Date of Cessation of Trading (if applicable): .....

18. Please state, in your opinion, the reasons for the liquidation of the Company, and cite the evidence to support this opinion on a separate sheet.

19. Has there been any Scheme of Arrangement/Receivership/ Examinership/ Liquidation in the Company in the 36 months prior to the date of this report?

Yes: ..... No: .....

If yes, please provide relevant information, including type, name and address of any office-holder(s), date(s) of appointment/termination of appointment, copies of all notices of appointment and reports of receivers/examiners/liquidators or other office holders of the Company during that period:

20. Is there a deficiency in any tax return or payment of taxes?

Yes: ..... No: .....

If so, please specify the periods, if any, for which returns are overdue and/or the amounts due. Please also specify the amounts paid in respect of those periods. (please attach to this Report a copy of the Revenue Statement of Collections and Payments that issued to you upon your appointment as liquidator. If not attached, please state why not).

21. Have you any information which may lead you to believe that there was a person acting as a shadow director of the Company- (Please note that the expression ‘shadow director’ may include an individual or a body corporate):

Yes: ..... No: .....

If yes, please provide the following details for the individual/body corporate in question:

a. Full Name:

b. Current or last known address:

c. What was the Person’s role in the Company? .....

d. Has the Person demonstrated to you that s/he has acted honestly and responsibly in relation to the conduct of the Company’s affairs?

Yes: ..... No .....

Please provide on a separate sheet details of the factors which support this answer and any other relevant information.


Section 3: COMPANY DIRECTORS

(To be completed as part of the first Report and every subsequent Report where a change in details arises)


22. In this Section, you are required to include every person who appears to you to be, or have been, a director of the Company at the date of commencement of the winding up or at any time in the 12 months prior to the date of commencement of the winding up.

A separate copy of this Section should be used for each Person.

a. Full Name:

b. Current or last known address:

c. Date of birth:

d. Period as director:

From (date): ..... To(date): .....

e. What was the Person’s role in the Company?

f. Has the Person demonstrated to you that s/he has acted honestly and responsibly in relation to the conduct of the Company’s affairs?

Yes: ..... No: .....

g. Other Directorships (please provide full details of present/past companies of which this Person is/was a Director in the period from 12 months prior to the date of commencement of the winding up of the Company to date and include the company registration number, the date(s) of appointment/termination of the period as Director in each case and please indicate if any of these companies operated in a sector similar to the Company in liquidation):


Section 4: STATEMENT OF AFFAIRS, ACCOUNTS AND REPORT TO CREDITORS

(To be completed as part of the first Report and every subsequent Report where a change in details arises)


23. Directors’ Statement of Affairs or similar document (please attach a copy to this Report. If a copy is not attached, please state why not and attach details of the known assets and liabilities of the Company):

24. Is there a material difference between the Statement of Affairs or similar document and the expected final position?

Yes: ..... No: .....

If so, please provide details of the amount and the reason for this material difference on a separate sheet.

25. Audited/Other Accounts (please attach to this Report a copy of the last two sets of the audited accounts of the Company and the most recent draft or management accounts prepared after the last set of audited accounts. If the Company is exempted from audit, please provide a copy of the accounts laid before the AGM for the same period and the most recent draft or management accounts. If none are attached, please state why not):

26. Report to Creditors and any other relevant material, e.g., minutes of creditors’ meeting and Chairperson’s statement to meeting (please attach these documents and if they are not available, state why not):

27. Has a Committee of Inspection been appointed?

      Yes: ..... No .....
28. If so, please provide the names and addresses of the members:

29. Will the winding up be completed within 18 months from the date of this report?

      Yes: ..... No .....
30. Was there any material transfer of assets of the Company to any person during the period commencing 12 months prior to the date of commencement of its winding up and ending on the date of this report?
      Yes: ..... No .....
If yes, please provide details, e.g., date(s) of transfer, nature of asset(s), beneficiary(ies), on a separate sheet.

31. On what date was the Company unable to trade out of its financial difficulties? .......


Section 5: PROCEEDINGS

(To be completed as part of the first Report and every subsequent Report where a change in details arises)


32. Are you asking the Director of the Office of Corporate Enforcement at this time to relieve you from the requirement to apply, pursuant to section 683 of the Companies Act 2014, for the restriction of one or more of the directors of the Company?
      Yes: ..... No .....
If yes, is relief being sought for-, (please tick one)
      All directors: ..... Certain named directors: .....
In either case, please name each director for which relief is sought and state the grounds upon which you consider that an application for restriction should not now be taken against each individual.

In respect of any remaining directors, please name them and indicate the grounds upon which the application for restriction will be made in each case:

33. In respect of this Company will you be applying to the High Court to disqualify any person, pursuant to section 842 of the Companies Act 2014?

      Yes: ..... No .....
If yes, please name the person(s) in question and indicate the grounds upon which the application to disqualify will be taken:

34. Are any other proceedings being undertaken, or contemplated, by you against officers of the Company?

      Yes: ..... No .....
If yes, please specify the nature of the proceedings, the person(s) against whom the proceedings are being or may be taken and the date/expected date of commencement of the proceedings. If proceedings have commenced please state whether they are in the High Court or Circuit Court and cite the Court record number of the case:

35. Are any other civil or criminal proceedings being undertaken, or contemplated, by any other person against the Company or any of its officers?

      Yes: ..... No .....
If yes, please specify the nature of the proceedings, the person(s) against whom the proceedings are being or may be taken, the date/expected date of commencement of the proceedings and the name, address and telephone number of the person taking or contemplating the proceedings. If proceedings have commenced, please state whether they are in the High Court or Circuit Court and cite the Court record number of the case:

36. Have you made, or are you contemplating making, a report to the Director of Public Prosecutions and the Director of Corporate Enforcement under section 723 of the Companies Act 2014?

      Yes: ..... No .....
If yes, please specify the nature of any suspected offence(s), the person(s)to whom the report relates, the relationship of each such person to the Company and the date/expected date of submission of the report:

Section 6: FINAL REPORT

37. Outcome of restriction application(s) to the High Court (if applicable) (please provide details for each person):

38. Outcome of any other court proceedings taken under the circumstances set out in questions 32, 33 and 34:


Section 7: Liquidators Statement

(To be completed on every occasion a report is made)


I, .............., being the liquidator of the above company, state that the details and particulars contained in this Report and all associated documentation prepared by me are true, correct and complete, to the best of my knowledge and belief.

Signed: .....

Date: .....

Please ensure that copies of the following are attached to this Report:

      • Separate sheets (if applicable) [items 18, 21(d), 22(f), 22(g), 24, 30];

      • Copies of notices of appointment and reports of receivers/examiners/ liquidators/other office-holders (if applicable) [item 19];

      • A copy of the Revenue Statement of Collections and Payments that issued to you upon your appointment as liquidator.

      • Statement of Affairs (or details of assets and liabilities) [item 23];

      • Last two sets of audited accounts and draft or management accounts subsequently prepared, if any [item 25];

      • Report to Creditors and other relevant material, including minutes of creditors’ meeting, Chairperson’s statement to meeting [item 26];

      • Additional copies of Section 3: Details of Company Directors;

      • Any further information or documentation that you deem to be required.

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