Closing or selling a business
There are many issues facing a business owner who is considering or facing a business closure or transfer. This document aims to provide you with high-level information on these issues and links to more detailed information to help guide you through this process.
If you are a sole trader, the process is quite straightforward. You simply cease trading and inform your clients and suppliers that you are no longer in business. You need to retain financial and other records for 6 years following closure.
You can cancel your tax and VAT registration with Revenue by filling out a Tax Registration Cancellation Notification (form TRCN1)(pdf).
If you owe debts to creditors, you are personally responsible for those debts. You can find out more in our document on problem debt.
If your business is incorporated as a company, you may wish to close it due to retirement or another personal reason. Liquidation is the process of winding up a company so that it no longer exists, by using its assets to pay its debts. A liquidator is the person appointed to wind up the company and whose principal function is to dispose of the company’s assets, pay or settle its debts and distribute any surplus to its members. When a company is in liquidation, the liquidator usually takes over the powers of the directors. There are 2 types of voluntary liquidation as follows:
Members’ voluntary liquidation: This is when the members of a company that can pay its debts decide to wind it up. Part of this process is that a majority of the business directors must make a declaration of solvency. This declaration means that they have enquired into the affairs of the company and believe that it would be able to pay its debts within a certain period.
Creditors’ voluntary liquidation: This is when a company is unable to pay its debts when they are due. Sometimes this happens when a members’ voluntary liquidation is converted into a creditors’ voluntary liquidation. In other cases, it is when the members of a company decide that the company’s debts are such that it should be dissolved as a creditors’ voluntary liquidation.
Involuntary liquidation means that a company is wound up by the court. This happens mainly at the initiation of any member or creditor of the company. In some circumstances, it can happen by order of the Minister for Enterprise, Trade and Employment. The court appoints the liquidator and supervises the liquidation process.
A receiver may be appointed by the court or when a loan agreement is being enforced. The receiver is appointed to take control of the assets of the company that have been used to secure a loan, such as a mortgage. Where a loan is secured on certain company assets, the receiver sells these assets on behalf of the lender.
If a company goes into examinership, it means that the company's financial health is ailing, but that the company is still potentially viable. An examiner is a person appointed to a company by the Court to assess the company’s position and prepare a rescue plan for the company.
You can find more details in this information booklet (pdf) published by the Office of the Director of Corporate Enforcement. There are lists of insolvent companies in liquidation on the website of the Office of the Director of Corporate Enforcement.
Employees and closing a business
When a business is closed or transferred, the law protects the rights of employees in these circumstances.
If you no longer require the services of some of your employees (because you are in financial difficulties or you are reorganising your firm) you may need to make them redundant. All eligible employees are entitled to a statutory redundancy payment when they are made redundant.
You must ensure that fair procedures are followed. These include fair selection criteria, giving the employee at least 2 weeks’ notice and paying the redundancy payment due to the employee on the date of dismissal. Your employees may be entitled to bring a claim for unfair dismissal if they consider that they were unfairly selected for redundancy or consider that a genuine redundancy situation did not exist.
The Insolvency Payments Scheme is a scheme set up to pay certain outstanding entitlements concerning the pay of an employee where employment has been terminated. This is only in the instance of employer's insolvency.
The Protection of Employment Acts 1977-2007 provide that, where employers are planning collective redundancies, they are obliged to supply the employees' representatives with information. They must provide the representatives with specific information regarding the proposed redundancies and consult with those representatives at least 30 days before the first dismissal takes place. This is to see if the redundancies can be avoided or lessened, or if their effects can be mitigated.
In addition the Employees (Provision of Information and Consultation) Act 2006 requires employers of 50 or more people to consult with employees on substantial changes in the workplace, including proposals for collective redundancies.
Transfer of business
The European Union has created some regulations to safeguard employees' rights on transfer of undertakings. These safeguards are in place in Ireland and provide that the rights and obligations of the original owner arising from an employment contract relationship existing at the date of transfer shall by reason of such transfer, be transferred to the new owner (the transferee).