Companies Act 2014

569.

Circumstances in which company may be wound up by the court

569. (1) A company may be wound up by the court—

(a) if the company has by special resolution resolved that the company be wound up by the court,

(b) if the company does not commence its business within a year after the date of its incorporation or suspends its business for a continuous period of 12 months,

(c) if the members of the company are all deceased or no longer exist,

(d) if the company is unable to pay its debts,

(e) if the court is of the opinion that it is just and equitable that the company should be wound up,

(f) if the court is satisfied that the company’s affairs are being conducted, or the powers of the directors are being exercised, in a manner oppressive to any member or in disregard of his or her interests as a member and that, despite the existence of an alternative remedy, winding up would be justified in the general circumstances of the case but this paragraph is subject to subsection (2),

(g) if the court is satisfied, on a petition of the Director, that it is in the public interest that the company should be wound up, or

(h) in the circumstances referred to in section 535(2) or 542(5) .

(2) The court may dismiss a petition to wind up a company under subsection (1)(f) if it is of the opinion that proceedings under section 212 would, in all the circumstances, be more appropriate.

(3) Subsection (1) is in addition to the special cases (namely those provided under sections 455(2)(d) , 760 and 761 ) in which a company may be wound up by the court.

Annotations

Modifications (not altering text):

C143

Application of section restricted (3.01.2018) by European Union (Markets in Financial Instruments) Regulations 2017 (S.I. No. 375 of 2017), reg. 148(2), (4), in effect as per reg. 1(2).

Winding up of investment firm or market operator by the Court

148. ...

(2) Notwithstanding section 569 of the Companies Act 2014, the Bank, by presenting a petition, may apply to the Court to have an investment firm, data reporting service provider or the market operator of a regulated market wound up, under Chapter 2 of Part 11 of that Act, on any of the following grounds:

(a) the investment firm or market operator is unable or, in the opinion of the Bank, may be unable to meet its obligations to its clients or creditors;

(b) the authorisation of the investment firm or market operator has been withdrawn or revoked and the firm or operator has ceased to carry on business as an investment firm or to operate a regulated market;

(c) the Bank considers that it is in the interest of the proper and orderly regulation and supervision of investment firms or regulated markets or is necessary for the protection of investors that the investment firm or the market operator of the regulated market be wound up;

(d) the investment firm or market operator has failed to comply with any direction given by the Bank under these Regulations.

...

(4) Where an investment firm or the operator of a regulated market is being wound up voluntarily and the Bank has reason to believe that any of the grounds set out in paragraph (2) are applicable, then, the Bank may, notwithstanding section 569 of the Companies Act 2014 or any other provision of that Act, apply to the Court to have an order made that an investment firm or market operator be wound up under Chapter 2 of Part 11 of that Act and the Court may make such an order accordingly.

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