Company liquidation in Ireland, choosing the right way to wind up
Closing a company properly protects the directors and settles what is owed. The right route depends on one question: can the company pay all its debts? This page explains the routes, walks through a solvent liquidation in detail and compares it with striking the company off.
Which type of liquidation fits?
Members' voluntary
- Who starts itThe directors, by swearing a declaration of solvency
- Who decidesThe members, by special resolution
- CreditorsPaid in full
- Led byA liquidator the members appoint
Creditors' voluntary
- Who starts itMembers resolve to wind up
- Who decidesCreditors have a say and a meeting is called
- CreditorsPaid from what is realised
- Led byA liquidator, with creditor involvement
Compulsory
- Who starts itUsually a creditor, by petition
- Who decidesThe High Court
- CreditorsPaid from what is realised
- Led byA court-appointed liquidator
A members' voluntary liquidation, step by step
Take advice and check solvency
FirstConfirm the company can pay all its debts, including tax and employee claims.
- Review what is owed and what is held
- Check for guarantees and leases
Directors make the declaration of solvency
Within 28 days before the resolutionA statutory declaration, with a statement of assets and liabilities and an independent person's report.
Members pass a special resolution
At the meetingTo wind up the company and appoint a liquidator.
File with the CRO
After the resolutionThe declaration and resolutions go to the CRO.
The liquidator settles the affairs
Over the liquidationCollects assets, pays creditors in full and distributes the surplus to members.
Revenue clearance
Before closingThe liquidator obtains tax clearance.
Final return and dissolution
Three months after the final return is registeredThe company is dissolved.
Liquidation or voluntary strike-off?
| Members' liquidation | Voluntary strike-off | |
|---|---|---|
| Suits | Solvent company with assets and creditors to settle | Dormant company with nothing left to deal with |
| Who runs it | A liquidator | The directors |
| Creditors | Paid in full first | None outstanding |
| Cost and time | Higher, and longer | Lower, and quicker |
| Extras | Revenue clearance and a final return | Annual returns filed and a Revenue no-objection letter |
| Surplus to members | Distributed by the liquidator | Nothing to distribute |
| Reversible? | Only in limited circumstances | Restoration is possible for a limited period |
Five questions to point you the right way
Things to sort out first
Three companies, three routes
A solvent holding company
Its business was sold, there is cash left and no debts.
A dormant start-up
Never traded, no assets and no debts.
A struggling retailer
Cannot pay its suppliers and the lease is unaffordable.
A solvent liquidation is a tidy way to end a company. An insolvent one is a legal process with creditors at the table. Telling them apart early is the whole job.
Why advice before action mattersQuestions about winding up a company
Short, plain answers to what people ask us most.
How long does a liquidation take?
A straightforward solvent liquidation can finish within months, but it depends on assets, tax clearance and any creditors. Insolvent cases usually take longer.
Who can act as liquidator?
Only a person with the qualifications set out in the Companies Act 2014, usually an accountant or insolvency practitioner.
What is the declaration of solvency?
A statutory declaration by the directors that the company can pay its debts, made within 28 days before the winding-up resolution and backed by an independent person's report.
What happens to Revenue debts?
In a solvent liquidation they are paid in full, and the liquidator obtains Revenue clearance before closing.
When is the company dissolved?
Three months after the final return is registered.
Can I strike the company off instead?
Sometimes, if it is dormant with no assets or liabilities and its filings are up to date.
What if the declaration turns out to be wrong?
The process can become a creditors' liquidation, so only swear it if you are sure.
Do I have to use a liquidator?
Yes, for any liquidation. Strike-off is the only route without one.
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Closing a company?
Tell us whether it can pay its debts and what it still owns. We tell you the right route and handle the paperwork.
- The company name and CRO number
- Whether it can pay all its debts
- A summary of assets and liabilities
- Any employees, leases or legal threats