Companies Act 2014

680.

Duty of liquidator to call meeting at end of each year

680. (1) If a members’ voluntary winding up continues for more than 12 months, then after—

(a) the first anniversary of the commencement of the winding up, and

(b) each subsequent anniversary of that commencement (and the winding up is continuing),

the liquidator has the following duty.

(2) That duty of the liquidator is to—

(a) summon, giving 7 days’ notice thereof, the holding of a general meeting of the company for a day falling not later than 28 days after the anniversary concerned, and

(b) lay before that meeting an account of his or her acts and dealings and of the conduct of the winding up during the preceding year.

F258 [ (2A) Where a general meeting is summoned in accordance with subsection (2) and the meeting is to be held wholly or partly by the use of electronic communications technology during the interim period, the notice of the meeting shall specify—

(a) the electronic platform to be used for the meeting,

(b) details for access to the electronic platform,

(c) the time and manner by which a relevant attendee must confirm his or her intention to attend the meeting,

(d) any requirements or restrictions which the relevant person has put in place in order to identify relevant attendees who intend to attend the meeting,

(e) the procedure for relevant attendees to communicate questions and comments during the meeting, and

(f) the procedure to be adopted for voting on resolutions proposed to be passed at the meeting. ]

(3) The liquidator shall, within 7 days after the date of such meeting, send a copy of the foregoing account to the Registrar.

(4) If a winding up by the court or a creditors’ voluntary winding up continues for more than 12 months, then after—

(a) the first anniversary of the commencement of the winding up, and

(b) each subsequent anniversary of that commencement (and the winding up is continuing),

the liquidator has the following duty.

(5) That duty of the liquidator is to—

(a) summon, giving 7 days’ notice thereof, the holding of—

(i) if a committee of inspection has been appointed, a meeting of the committee of inspection, or

(ii) if no committee of inspection has been appointed, a meeting of the creditors of the company,

for a day falling not later than 28 days after the anniversary concerned, and

(b) lay before that meeting an account of his or her acts and dealings and of the conduct of the winding up during the preceding year.

F258 [ (5A) Where a meeting of the committee of inspection is summoned in accordance with subsection (5) and the meeting is to be held wholly or partly by the use of electronic communications technology during the interim period, the notice of the meeting shall specify—

(a) the electronic platform to be used for the meeting,

(b) details for access to the electronic platform,

(c) the time and manner by which a relevant attendee must confirm his or her intention to attend the meeting,

(d) any requirements or restrictions which the relevant person has put in place in order to identify relevant attendees who intend to attend the meeting,

(e) the procedure for relevant attendees to communicate questions and comments during the meeting, and

(f) the procedure to be adopted for voting on resolutions proposed to be passed at the meeting. ]

(6) The liquidator shall, within 7 days after the date of such meeting, send a copy of the foregoing account to the Registrar.

(7) Where a meeting of the committee of inspection is held pursuant to subsection (5)(a), that committee may, by resolution, direct the liquidator to convene a meeting of the creditors of the company and, where such a direction is so given, the liquidator shall cause such meeting to be convened and held no later than 21 days after the date of such resolution.

(8) Where section 584 has effect, subsections (4) to (6) shall apply to the winding up to the exclusion of subsections (1) to (3), as if the winding up were a creditors’ voluntary winding up and not a members’ voluntary winding up.

(9) If the liquidator fails to comply with any provision of this section, or a direction under it, he or she shall be guilty of a category 3 offence.

Annotations:

Amendments:

F258

Inserted (21.08.2020) by Companies (Miscellaneous Provisions (Covid-19) Act 2020 (9/2020), s. 18(a), (b), S.I. No. 320 of 2020. Note extension of interim period from 1 January 2021 to 9 June 2021 by Companies Act 2014 (Section 12A(1)) (Covid-19) Order 2020 (S.I. No. 672 of 2020).