Companies Act 2014

1328.

Winding up of unregistered companies

1328. (1) Subject to the provisions of this Chapter, any unregistered company may be wound up under Part 11 and all the provisions of Part 11 relating to winding up shall apply to an unregistered company with the exceptions and additions mentioned in this section F465 [ and, for the purposes of Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 2 , as amended by Directive (EU) 2017/2399 of the European Parliament and of the Council of 12 December 2017 1 F466 [ and Directive (EU) 2019/879 of the European Parliament and of the Council of 20 May 2019 17 , Chapter 1A of Part 25 ] .

(2) The principal place of business in the State of an unregistered company shall, for all the purposes of the winding up, be deemed to be the registered office of the company.

(3) No unregistered company shall be wound up under this Act voluntarily.

(4) The circumstances in which an unregistered company may be wound up are as follows:

(a) if the company is dissolved or has ceased to carry on business or is carrying on business only for the purpose of winding up its affairs;

(b) if the company is unable to pay its debts;

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

(5) A petition for winding up a trustee savings bank licensed under the Trustee Savings Banks Act 1989 may be presented by the Minister for Finance as well as by any person authorised under the other provisions of this Act to present a petition for winding up a company.

(6) Where a company incorporated outside the State which has been carrying on business in the State ceases to carry on business in the State it may be wound up as an unregistered company under this Part notwithstanding that it has been dissolved or otherwise ceased to exist as a company under or by virtue of the laws of the country under which it was incorporated.

Annotations

Amendments:

F465

Inserted (29.03.2019) by European Union (Bank Recovery And Resolution) Regulations 2019 (S.I. No. 127 of 2019), reg. 4(i).

F466

Inserted (28.12.2020) by European Union (Bank Recovery and Resolution) (Amendment) Regulations 2020 (S.I. No. 713 of 2020), reg. 46(b)(iv), in effect as per reg. 1(2).