Restructuring & Insolvency
Whether you are an owner manager, company director or other stakeholder, the liquidation of a business can cause stress and disruption to all concerned. At Gallagher Keane, our focus is on managing the process to get the best possible outcome given the precarious state of the business and its financial position.
Clients choose us for our professional approach and the strength and depth of our experience. The considerable experience of our restructuring and insolvency team allows us to quickly untangle the complexities of each particular case, while advising relevant parties on their legal obligations.
Members Voluntary Liquidation (MVL)
Sometimes and for a variety of reasons, Directors and Shareholders will choose to wind up a solvent company. Examples would include; cash extraction, tax planning and redirection of resources. It is important that good strategic advice is sought from professional advisers with the right mix of technical and commerical experience prior to commencing the MVL process. Options and decisions are influenced by business risk and/ or tax implications and so business owners should strive to maximise their position through a well developed strategy.
The services that Gallagher Keane provide in a memebers voluntary liquidation include:
Advise and assist on evaluation options including tax implications to the company and its shareholders
Act as a liquidator on the nomination of shareholders
Assist directors with preparing for a solvent liquidation including assisting in the preparation of the Statutory Declaration of Solvency
Creditors Voluntary Liquidation
Creditors Voluntary Liquidation is instigated by the Directors of the company calling a meeting of the Board to discuss and consider the financial circumstances of the company.
If as a consequence of that meeting the Directors are satified that the company is insolvent and cannot continue to trade they should resolve to call meetings of both the Shareholders and the Creditors to consider the Company's financial position and to appoint a Liquidator. As the Shareholders Meeting precedes the Creditors Meeting it is their nominee as Liquidator whose appointment must be endorsed or rejected at the subsequent Creditors Meeting.
To reject the Shareholders or Company nominee and replace him/ her with a Creditor nominee will require that the majority in value of the Creditors validly voting at the Creditors Meeting vote in favour of their Nominee.
If you are confronted with Insolvency, either as a Director or Shareholder in an insolvent company or as a concerned Creditor, Gallagher Keane can advise you pragmatically and professionally on your rights, duties and responsibilities and the course of action you should take to discharge properly your responsibilities.
The services that Gallagher Keane provides in the area of Creditor Voluntary Liquidations include:
Advising Directors and Shareholders on the proper procedures to be adopted in discharging their statutory responsibilitie
Assistance with the preparation of the Statement of Affairs, the calling and conduct of various meetings
Advice and assistance to Creditors including representation at Creditor Meetings and reporting of conduct/ outcome of same
Acceptance of appointment nomination by the company and, if so appointed, dealing with all Creditors, employee claims, retention of title, ODCE reporting etc.
The procedure of a Court Liquidation arises where a company through its directors or creditors makes an application to the High Court to have a Liquidator appointed to a company.
The appointed Liquidator is an agent of the High Court and hence the term Official or Court Liquidator. The procedure is usually employed by Creditors seeking recovery of a proven or undisputed debt by means of Section 214/215 of the Companes Act, 1963.
Alternatively it is also used by a company wishing to avail of immediate protection in circumstances where the notice periods associated with the Creditors Voluntary Liquidation might result in assets or the goodwill of a company being dissipated. In such circumstances the Court may deem it appropriate to appoint a "Provisional Liquidator".
Our team can assist in acting and advising as follows:
Advice to Directors/ Shareholders on the appropriateness or otherwise of the Official Liquidation procedure
Assistance with preparation of special format Statement of Affairs
Advice to Creditors on the procedures to be adopted and basis for seeking appointment to a Debtor company of an Official/ Court Liquidation.
Acceptance of nomination as Liquidator and conduct of full insolvency procedures associated with the Official/ Court Liquidation process
For further information please contact Colin Keane or Conor Gallagher at (01) 9695100