Liquidations are used as a way of dealing with business insolvency and are also used for effective tax planning purposes. As qualified Insolvency Practitioners and Chartered Tax Advisers we are available to provide confidential and professional advice.
We have wide experience of the three most frequently used types of liquidation in Ireland: creditors’ voluntary liquidation; members’ voluntary liquidation; and court liquidation.
CREDITORS VOLUNTARY LIQUIDATION (CVL)
A creditors’ voluntary liquidation (CVL) is frequently used by insolvent companies that have no reasonable prospect of survival. It stops the company’s creditors’ position from deteriorating and helps bring closure to an unsustainable position for a company and its directors, with all the attendant anxiety and stress.
In a creditors' winding up the company is obliged to summon a meeting of the creditors. The creditors must receive at least ten days notice and their meeting must be held on the same day or the day after the meeting of the members at which the resolution for voluntary winding up is to be proposed. At that meeting, a full statement of the company’s affairs together with a list of creditors laid before the creditors’ meeting.
Creditors may ask questions relating to the company's affairs. Some of these questions may include:
When did the company cease trading?
At what stage did the directors first realise the company was insolvent?
Where there any material Provide details of all major payments made in the past three months?
When was the last set of audited accounts prepared?
Did the bank have personal guarantees as security for the company’s lending?
Who owns the building that the company operated from?
Will the directors continue the business through another company?
Once the liquidator has been appointed they will look to secure the assets of the company, process any employee claims for wages, minimum notice and redundancy, investigate the reasons for the liquidation and ultimately submit a report to the ODCE where they may request for the directors to be restricted from being appointed to other companies. A director of an insolvent company can be held personally liable (without limitation of liability) for a company’s debts if found liable for reckless and/or fraudulent trading.
Members’ voluntary liquidation (MVL)
Members’ voluntary liquidation (MVL) is a process used to wind up a solvent company that has ceased trading or is dormant. It offers savings on ongoing audit and accounting costs and in management time previously taken up with the preparation of financial information and tax returns.
VOLUNTARY STRIKE OFF (VSO)
Termination of a company by VSO is the most cost-effective option. This process only applies companies with assets or liabilities that are less than €150. A VSO is generally used where the company has ceased or has never traded. This option provides less legal certainty than an MVL, as a company that has been struck-off can be restored to the Register for up to 20 years after strike-off. Be that as it may, the risks of a company being restored to the Register are low due to the cost, time and effort involved.
VSO – The Procedure
Provided the company has a balance sheet with assets and liabilities less than €150, the procedure for a VSO is as follows:
A special resolution is passed by the members (shareholders), resolving to apply to the CRO for the company to be struck off the register on the grounds that it has never carried on business or has ceased to carry on business, that the company will not carry on any business or incur any liabilities and that the company’s assets and liabilities do not exceed €150. The resolution must be made and filed with the CRO within 3 months;
All outstanding annual returns and tax returns must be filed by the company before the request for strike-off is made;
All outstanding tax returns must be filed and the company must de-registered for all taxes;
A letter of no objection from the Revenue Commissioners is required to be attached to the strike off application submitted to the CRO. Revenue will only issue a letter of no where Step 3 above has been completed;
An advertisement is placed in one daily newspaper and attached to request for Strike-off that is submitted to the CRO. The formal request for strike off should be submitted no more than 30 after the advertisement is published.
Once the application for a VSO is received by the CRO, a notice in the CRO gazette is published outlining their intention to strike the company off the register. The company will be dissolved within 90 days of the date of this notice unless an objection is received.
Objection to a VSO
Any person may object to the striking off of the company however the objection must be on the grounds that one or more of the conditions set out in Steps 1 – 5 above have not been satisfied. The time limit to object is 90 days after the date of publication of the notice of strike-off. The CRO will proceed in striking off the company where no valid grounds for objection have been made.
If you have any questions about a Voluntary Strike Off (VSO) or if a VSO is appropriate for you company, contact us for more info.