Re Oakthorpe Holdings Ltd; Walsh v Registrar of Companies
| Jurisdiction | Ireland |
| Judgment Date | 01 January 1989 |
| Date | 01 January 1989 |
| Docket Number | [1987 No. 682 Sp] |
| Court | High Court |
High Court
Company - Voluntary winding up - Whether court has power to annul winding-up resolution - Whether court has power to extend time to call a creditor's meeting - Whether liquidator validly appointed - Companies Act, 1963, (No. 33), ss. 234, 256, 266, 267 and 280 - Companies (Amendment) Act, 1982, (No. 10), s. 9.
Special Summons.
The facts are set out in the judgment of Carroll J. post.
On the 9th July, 1987, the applicant, a company incorporated with unlimited liability, issued a summons pursuant to s. 280 of the Companies Act 1963, seeking:—
-
1. An order annulling the resolution passed at an extraordinary general meeting of the company's members on the 7th August, 1985, to wind up the company voluntarily.
-
2. In the alternative, an order extending and fixing the time for the holding of a creditors' meeting pursuant to s. 266 of the Act of 1963.
-
3. The determination of such further or other questions and the giving of such further or other directions as may be appropriate.
Section 234, sub-s. 1 of the Companies Act, 1963, provides:—
"The court may at any time after an order for winding up, on the application of the liquidator or any creditor or contributory and on proof to the satisfaction of the court that the order for winding up ought to be annulled, make an order annulling the order for winding up on such terms and conditions as the court thinks fit."
Section 256, sub-ss. 1, 2 and 7 of the Act of 1963, as amended by s. 9 of the Companies (Amendment) Act, 1982, provides (so far as relevant to this report):—
"(1) Where it is proposed to wind up a company voluntarily, the directors of the company . . . may, at a meeting of the directors, make a statutory declaration to the effect that they have made a full inquiry into the affairs of the company, and that having done so, they have formed the opinion that the company will be able to pay its debts in full within such period not exceeding 12 months from the commencement of the winding up as may be specified in the declaration.
(2) A declaration made as aforesaid shall have no effect for the purposes of the Act unless —
(a) it is made within 28 days immediately preceding the date of the passing of the resolution for winding up the company and delivered to the registrar of companies not later than the date of the delivery to the registrar, in accordance with the provisions of section 143, of a copy of the resolution for winding up the company; and
(b) it embodies a statement of the company's assets and...
To continue reading
Request your trial
-
Re H. Williams (Tallaght) Ltd
...IN RE 1929 CH 498 GL SAUNDERS LTD (IN LIQUIDATION), IN RE 1986 1 WLR 215 COMPANIES ACT 1963 S285(14) OAKTHORPE HOLDINGS LTD, IN RE 1989 ILRM 62 COMPANIES ACT 1990 S134 Synopsis: COMPANY LAW Receivership - preferential claim advanced by Revenue Commissioners - subsequent liquidation - whet......
-
PPF Capital Source Ltd
...in connection with the winding up process. Thus, an analogous jurisdiction was exercised by Carroll J. in Oakthorpe Holdings Limited [1987] IR 632 in respect of a members’ voluntary winding up where no statutory declaration of solvency was delivered as required by ss. 256(1) and (2) of the ......
-
Re Birchwell Developments Ltd
...S258 COMPANIES ACT 1963 S280 COMPANIES ACT 1963 S280(2) COMPANIES ACT 1963 S280(3) OAKTHORPE HOLDINGS (IN VOLUNTARY LIQUIDATION), IN RE 1987 IR 632 FAVON INVESTMENT CO LTD (IN LIQUIDATION), IN RE 1993 1 IR 87 COMPANIES ACT 1963 S131(5) COMPANY LAW Winding up Members voluntary winding up - F......