PART X

Winding up

133. —(1) The Registrar may petition the High Court for an order to wind up a credit union if it appears to him that—

(a) the credit union is unable to pay sums due and payable to its members or its creditors;

(b) there has been, in relation to the credit union, a failure to comply with any provision made by, or under or by virtue of, this Act and the failure has continued after notice from the Registrar to the credit union to remedy it; or

(c) less than one half of the members of the credit union have a common bond;

or in any other case where it appears to the Registrar that the winding up of the credit union is in the public interest or is just and equitable, having regard to the interests of all the members of the credit union.

(2) If a petition under this section is presented within one year after the credit union concerned has changed its name, the former name, as well as the existing name shall appear on all notices and advertisements relating to the winding up.

134. —(1) Subject to this section, a credit union may be dissolved by being wound up in accordance with the Companies Acts and, accordingly, those Acts shall, subject to any necessary modifications, apply as if a credit union were a company limited by shares.

(2) In the application of the Companies Acts to the winding up of a credit union—

(a) any reference in those Acts to the registrar of companies shall be construed as a reference to the Registrar;

(b) any reference in those Acts to the articles of association shall be construed as a reference to the rules of a credit union; and

(c) any reference in those Acts to a special resolution shall be construed as a reference to a special resolution within the meaning of this Act.

(3) Without prejudice to subsection (2), where a credit union is being wound up as mentioned in subsection (1), the Registrar shall be entitled to appear and be heard in any proceedings relating to the winding up.

(4) Where a credit union is wound up as mentioned in subsection (1), the liability of a present or past member of the credit union for payment of the debts and liabilities of the credit union, the expenses of winding up and the adjustment of the rights of contributories among themselves shall be qualified as follows—

(a) no person who ceased to be a member not less than one year before the beginning of the winding up shall be liable to contribute;

(b) no person shall be liable to contribute in respect of any debt or liability contracted after he ceased to be a member;

(c) no person who is not a member shall be liable to contribute unless it appears to the Court that the contributions of the existing members are insufficient to satisfy the just demands on the credit union;

(d) no contribution shall be required from any person exceeding the amount, if any, unpaid on the shares in respect of which he is liable as a past or present member; and

(e) in the case of a share which has been withdrawn, a person shall be taken to have ceased to be a member in respect of that share as from the date of his notice under section 32 (1) of intention to withdraw or, as the case may be, the approval of the withdrawal under section 32 (3)(b).

(5) Where a credit union is wound up by virtue of this section, sections 293 to 299 of the Companies Act, 1963 , and the sections 202 to the 204 of the Companies Act, 1990 , in so far as they relate to the liabilities of directors and officers (within the meaning of those Acts) of a company being wound up, shall apply with the necessary modifications in relation to the officers, other than employees, of the credit union.

135. —(1) Subject to the provisions of this section, if by a special resolution a credit union resolves that it be wound up by an instrument of dissolution, the credit union shall be dissolved by such an instrument, bearing the signatures of the secretary and a member of the board of directors.

(2) An instrument of dissolution shall set forth—

(a) the liabilities and assets of the credit union in detail;

(b) the number of the members and the nature of their respective interests in the credit union;

(c) the claims of creditors, if any, and the provision to be made for their payment; and

(d) the intended appropriation or division of any surplus or balance, as recommended by the board of directors and approved by the Registrar;

and in paragraph (d) “surplus or balance” means surplus or balance of funds and property of the credit union left after members have been paid in full.

(3) Alterations to the instrument of dissolution may be made by the consent of not less than three quarters of the members of the credit union present and voting at a special general meeting called for the purpose, which consent shall be testified by the signatures of the secretary and a member of the board of directors to the alteration.

(4) The instrument of dissolution shall be sent to the Registrar accompanied by a statutory declaration made by the secretary and three other members of the credit union stating that all relevant provisions of this Act have been complied with.

(5) After the Registrar has received such a final return as is referred to in section 124 (4), the instrument of dissolution and any amendments to it shall be registered in like manner as an amendment of the rules of the credit union and shall be binding upon all the members of the credit union.

(6) The Registrar shall cause notice of the dissolution to be advertised at the expense of the credit union in Iris Oifigiúil and in any other manner which the Registrar considers necessary for bringing the notice to the attention of persons affected by the dissolution and, subject to subsection (7), from the date of the advertisement or, if it is later, the date when the certificate required by section 136 (1) is lodged with the Registrar, the credit union shall be dissolved.

(7) A credit union shall not be dissolved as mentioned in subsection (6) if—

(a) within three months of the date of the advertisement referred to in that subsection, a member or other person interested in or having any claim on the funds of the credit union commences proceedings in the Court to set aside the dissolution of the credit union;

(b) not less than seven days before those proceedings are commenced, the person intending to institute them sends notice of his intention to the Registrar; and

(c) the dissolution of the credit union is set aside accordingly;

and, within seven days from the making of any order setting the dissolution aside, the credit union shall send notice of the order to the Registrar.

(8) If the date of the meeting at which the special resolution referred to in subsection (1) is confirmed falls within one year after the credit union has changed its name, the former name, as well as the existing name, shall appear on all notices and advertisements relating to its dissolution under this section.

136. —(1) Until a certificate under this section has been lodged with the Registrar—

(a) a credit union shall not be dissolved in accordance with section 135 (6); and

(b) the Registrar shall not cancel the registration of a credit union under section 97 (2)(a).

(2) A certificate under this section is one which—

(a) is signed by the secretary or other officer of the credit union approved by the Registrar; and

(b) certifies that all property vested in the credit union has been duly conveyed or transferred to the persons entitled.