IE
S.I. No. 616/2015 - Superior Courts (Companies Act 2014) (No. 2) 2015.
Table of Provisions (29)
Statutory Text (29 Articles)
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. If you are a member of a professional body, please state which one
______________
5.
Liquidation Type
(
please tick one
):fficial Liquidation
Creditors’ Voluntary Liquidation: Official Liquidation
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]
_______
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.
_______
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:..
_______
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 Proceedings
Members Voluntary Winding Up
Creditors Voluntary Winding Up
Court Winding Up
Applicant for annulment [Name in block capitals]
Capacity:..
Signature
Date:..
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
______________
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.
EXPLANATORY NOTE
(This note is not part of the Instrument and does not purport to be a legal interpretation).
These rules amend Order 74, Order 75 and substitute Forms Nos. 17, 41 and 41A in Appendix M of the Rules of the Superior Courts and adds Forms Nos. 51 to 54 to that Appendix, to facilitate the operation of the
Companies Act 2014
.
87. (1) The statement referred to in section 584(2) of the Act shall be in the Form No 42.
(2) A notice referred to in section 643(3) of the Act shall be in the Form No 51.
(3) A notice referred to in section 643(5) of the Act in the case of an appointment other than an appointment made by the Court shall be in the Form No 52.
(4) A notice referred to in section 669(2) of the Act shall be in the Form No 53.”;
(iv) by the insertion therein following rule 93 of Order 74 of the following rule
“94.(1) The first report required by section 682(2) of the Act shall be in the Form No 54 and shall include
(i) a summary of the proceedings in, and position of, the winding up to date;
(ii) particulars of each director of the company (as that expression is to be read in accordance with section 683(1)(
b
) of the Act),
(iii) in respect of each director of the company (as that expression is to be read in accordance with section 683(1)(
b
) of the Act), such information as the liquidator considers may be relevant to an assessment of whether
(
a
) the person concerned has acted honestly and responsibly in relation to the conduct of the affairs of the company in question, whether before or after it became an insolvent company,
(
b
) he or she has, when requested to do so by the liquidator, cooperated as far as could reasonably be expected in relation to the conduct of the winding up of the insolvent company, and
(
c
) there is no other reason why it would be just and equitable that he or she should be subject to the restrictions imposed by an order under section 819(1) of the Act.
(2) Each subsequent report required by the Director in accordance with section 682(2) of the Act shall in its format conform as far as possible to Form 54 and contain such further information mentioned in sub-rule (1) as has come to the attention of the liquidator since the last such report.”, and
(v) by the substitution therein for rule 29 of Order 75 of the following rule
“29.In any proceedings in the Court to which section 863 of the Act applies, the Registrar of the Court shall send to the Registrar of Companies by registered prepaid post or by such other means, including electronic transmission, as the Registrar of the Court may agree with the Registrar of Companies the appropriate particulars prescribed for the purposes of that section of any order made required by the
Companies Act 2014
(Part 14 Prescribed Officers) Regulations 2015 (
S.I. No. 216 of 2015
).”
Notice of the making of this Statutory Instrument was published in
“Iris Oifigiúil” of
5
th January
, 2016.
We, the Superior Courts Rules Committee, constituted pursuant to the provisions of the
Courts of Justice Act 1936
, section 67, by virtue of the powers conferred upon us by The
Courts of Justice Act 1924
, section 36, and the
Courts of Justice Act 1936
, section 68 (as applied by the
Courts (Supplemental Provisions) Act 1961
, section 48), the
Courts (Supplemental Provisions) Act 1961
, section 14, the European Communities (Rules of Court) Regulations 1972 (
S.I. No. 320 of 1972
), the
Companies Act 2014
, section 564 and of all other powers enabling us in this behalf, do hereby make the following Rules of Court.
Dated this 29th day of October, 2015.
Sean Ryan
Mary Laffoy
Peter Kelly
Deirdre Murphy
Gerard Meehan
Stuart Gilhooly
Michael Kavanagh
Noel Rubotham
John Mahon
I concur in the making of the following Rules of Court.
Dated this 22nd day of December, 2015.
FRANCES FITZGERALD
Minister for Justice and Equality
S.I. No. 616 of 2015
RULES OF THE SUPERIOR COURTS (COMPANIES ACT 2014) (NO. 2) 2015