The High Court made a declaration restricting Pauraic Larkin, a director of Pauraic Larkin and Associates Limited, after he did not oppose the application. It declined to make the same order against co-director Marie Gorman, ruling that the liquidator had not proved she fell within the statutory period for restriction applications.
The judgment, delivered by Mr Justice David Keane on 24 June 2016, concerned an application under section 150 of the Companies Act 1990. The company, which provided professional advisory services and sold hedging plants or trees to the agricultural sector, entered voluntary liquidation in December 2012.
The liquidator, Eugene McMahon, said the company could not pay its debts when winding up began. His evidence included a Revenue assessment of €345,050.09, compared with €10,650 disclosed in the company’s statement of affairs. The assessment comprised unpaid VAT, corporation tax and PAYE. He also said two employees received no minimum notice or redundancy payments, and that records of payroll, tax deductions and social insurance deductions were absent. He further alleged that Larkin accepted a €1,000 customer deposit after voluntary winding up had commenced.
Larkin did not appear in person or through a lawyer. The judge found the required proofs established and said he could not be satisfied that Larkin had acted honestly or responsibly in the company’s affairs. He therefore made a restriction declaration against him under section 819 of the Companies Act 2014.
Gorman’s application turned on whether she had been a director within 12 months before the winding up began. She had resigned before then, but the date was disputed. A company filing recording her departure was dated 1 December 2012 and received by the Companies Registration Office on 13 December 2012. It stated that her departure took effect on 19 December 2011. Gorman swore that she had resigned with effect from that date and produced a resignation letter.
The judge said the filing date did not determine when her directorship ended. He found that McMahon had not proved, on the balance of probabilities, that Gorman remained a director after 19 December 2011 or that winding up began before 19 December 2012. Applying the statutory time-counting rule, he concluded that the relevant 12-month period did not extend earlier than 20 December 2011. The liquidator had therefore not established that Gorman was covered by the restriction provisions, and the court declined to make a declaration against her.