An incorporated society can be placed into liquidation by its members, or by the High Court. The process involves distributing the society's assets, and bringing it to an end.
The liquidation process
In most cases, liquidation is associated with financial difficulty, but a society might also be placed into liquidation for reasons such as a falling membership, or the suspension of operations for a period of 12 months or more.
The liquidation of an incorporated society entails stopping its activities, paying its debts, and distributing any assets in the manner set out in its rules. The society is then removed from the register.
The liquidation process for incorporated societies is the same as it is for a company under the Companies Act 1993.
Liquidation by a society’s members
To place a society into liquidation, its members must take the following steps:
Firstly, they must resolve at a general meeting to appoint a liquidator. In doing so, the society is required to follow the procedures set out in its rules. A liquidator must also be a licensed insolvency practitioner.
Search for a licensed insolvency practitioner
The resolution to appoint a liquidator must be confirmed at a second general meeting, called specifically for that purpose, and to be held not less than 30 days after the first meeting.
A liquidator (or liquidators) can then be appointed. The liquidator must file a 'Notice of Appointment' with us before the end of the next working day following their appointment. It must include:
- the full legal name of the liquidator(s)
- the fact they have been appointed
- the date and time of the appointment
- the address and telephone number to which, during normal business hours, enquiries may be directed by a creditor or shareholder
- who made the appointment and, if the liquidator was appointed by the court, who applied to the court for the appointment
- a notice stating that liquidators of insolvent companies are required to be licensed insolvency practitioners, and that more information about the regulation of insolvency practitioners is available from the Registrar.
- the date and time of their appointment, and the address and telephone number to which enquiries can be made.
The liquidation process can then begin.
Liquidation by the High Court
The Registrar, a society member, or a creditor may apply to the High Court to have a society put into liquidation. An application can be made in one or more of the following circumstances:
- the society has suspended its operations for 12 months or more
- the number of members has fallen below 15
- the society is unable to pay its debts
- the society is undertaking activities from which individual members are making a pecuniary gain, contrary to the Act
- any other circumstances which a High Court judge considers acceptable.
Once appointed by the society or the High Court, the liquidator must file the Notice of Appointment with us.
Please use the following form to complete the details.
How to file the Notice of Appointment online
To file online, you’ll need:
- a RealMe® login, and
- an online services account with the Companies Office
- Log in to your online services account.
- Search for the incorporated society you wish to file liquidation documents for and click on its name.
- From the ‘Maintain Society’ menu, select ‘Lodge External Administration Documents’.
- Select the document category ‘Liquidation’ and the document type ‘Notice of Appointment of Liquidator’.
- Upload the Notice of Appointment and click the ‘Submit’ button.
What happens next
To learn more about the liquidation process, the role of the liquidator, and what happens next, please refer to the help pages on the Companies Register website.
Filing liquidation documents
The instructions above should also be used to file the liquidator’s reports and other liquidation documents. You'll need to select the relevant document type each time you file a document.