Companies Act, 1990

Duty of liquidator to call creditors' meeting if he is of opinion that company is unable to pay its debts.

129.—The Principal Act is hereby amended by the substitution for section 261 of the following section—

“261.—(1) If the liquidator is at any time of the opinion that the company will not be able to pay its debts in full within the period stated in the declaration under section 256 he shall—

(a) summon a meeting of creditors for a day not later than the fourteenth day after the day on which he formed that opinion;

(b) send notices of the creditors' meeting to the creditors by post not less than seven days before the day on which that meeting is to be held;

(c) cause notice of the creditors' meeting to be advertised, at least ten days before the date of the meeting, once in Iris Oifigiúil and once at least in two daily newspapers circulating in the locality in which the company's principal place of business in the State was situated during the relevant period; and

(d) during the period before the day on which the creditors' meeting is to be held, furnish creditors free of charge with such information concerning the affairs of the company as they may reasonably require;

and the notice of the creditors' meeting shall state the duty imposed by paragraph (d).

(2) The liquidator shall also—

(a) make out a statement in the prescribed form as to the affairs of the company, including a statement of the company's assets and liabilities, a list of the outstanding creditors and the estimated amount of their claims;

(b) lay that statement before the creditors' meeting; and

(c) attend and preside at that meeting.

(3) As from the day on which the creditors' meeting is held under this section, the Companies Acts shall have effect as if—

(a) without prejudice to the powers of the court under section 256, the directors' declaration under that section had not been made; and

(b) the creditors' meeting and the company meetings at which it was resolved that the company be wound up voluntarily were the meetings mentioned in section 266;

and, accordingly, the winding up shall become a creditors' voluntary winding up and any appointment made or committee established by the creditors' meeting shall be deemed to have been made or established by the creditors' meeting so mentioned.

(4) The appointment of a liquidator at a meeting called under this section shall not, subject to subsection (5), affect the validity of any action previously taken by the liquidator appointed by the members of the company.

(5) Where the creditors appoint a liquidator at a meeting called under this section and there is a dispute as to any or all of the costs, charges or expenses incurred by, including the remuneration of, the liquidator appointed by the members of the company, the liquidator appointed by the creditors, or any creditor, may apply to the court to determine the dispute and the court may, on such application, make such order as it deems fit.

(6) Nothing in this section shall be deemed to take away any right in this Act of any person to present a petition to the court for the winding up of a company.

(7) If the liquidator fails to comply with subsection (1) he shall be liable to a fine.”.

Provisions applicable to a Creditors' Voluntary Winding Up