The High Court appointed a new liquidator for Simply Read Limited and said he must call a creditors’ meeting under company law after the appointment order is made and perfected. It did not order the company’s compulsory winding-up.
In a judgment delivered on 22 April 2013, Ms Justice Laffoy appointed Timothy Regan in place of Ronan Parker, the company’s voluntary liquidator. Parker had consented to Regan’s appointment, and Regan had agreed to act. The court said it therefore did not need to decide whether cause had been shown to remove Parker.
Simply Read, which traded as a newsagent, stopped trading on 6 February 2010. Its directors, the applicant Yvonne R. Kirwan and her husband Stephen Kirwan, each held half the shares. They began a members’ voluntary winding-up, declaring the company solvent and estimating a surplus of more than €30,000. Nearly three years later, creditors had not been paid and the company appeared likely unable to pay its debts.
Kirwan’s application sought Parker’s removal, conversion of the liquidation into a court-ordered winding-up, and appointment of Regan. The judge said a compulsory winding-up order required a petition, proof of a statutory ground and compliance with court rules, including advertising. Those requirements had not been met, so the court could not make that order.
The judgment records that Parker acknowledged an oversight in failing to post advertisements announcing his appointment and accepted that he should have called an appropriate meeting under the Companies Acts. Kirwan also claimed she was owed €10,000, but the evidence did not establish that her debt represented at least one-fifth of creditors by number or value, as required for her to seek conversion under the separate statutory route considered by the court.
The court said Regan must call a creditors’ meeting and comply with the statutory requirements. At that meeting, creditors may decide whether to appoint someone else to continue the liquidation and whether to appoint a committee of inspection. The liquidation would become a creditors’ voluntary winding-up from the date of the meeting. The court made only the order appointing Regan, saying a further direction to obey the law was unnecessary.
Justice Laffoy noted that significant gaps in the affidavit evidence and missing Companies Registration Office documents hampered the court’s review. The judgment did not determine Kirwan’s broader allegations about Parker’s conduct.