Examinership in Ireland Explained: What Directors Should Know

Examinership is a court-supervised process that can give a struggling company breathing space from its creditors while a rescue plan is put together. This guide explains examinership in Ireland for directors: what it is, who can start it, what the court looks at, what protection the company gets, and how it relates to the newer small-company rescue process. Directors who face a cash-flow crisis carry heavy personal responsibilities, which we cover in our guide to directors' duties under Irish company law. This article is general information, not legal or insolvency advice. If your company is in difficulty, take advice from a solicitor or insolvency practitioner promptly.

A note on sources and dates. The most detailed official explanation we could open is an Office of the Director of Corporate Enforcement (ODCE) booklet dated May 2015, which predates later amendments to the law, so we flag where more recent official pages say something different. This article therefore relies on the ODCE booklet, on the sections of the Act it quotes (sections 508 and 510), and on gov.ie and Revenue pages, and it does not quote the provisions on the court's power of appointment or the protection period directly.

What examinership is

The ODCE booklet describes an examiner as someone appointed by the court to review a company's affairs and "guide it through a restructuring process". It says examinership gives an insolvent company with a realistic chance of survival temporary protection from its creditors while it restructures with court approval. The booklet says anyone qualified to act as a liquidator can be an examiner.

The rules sit in Part 10 of the Companies Act 2014. Section 508 of the Act, headed "Interpretation (Part 10)", defines an "examiner" as one appointed under section 509, and an "interested party" as a creditor or a member of the company. It also says Part 10 is subject to "the Insolvency Regulation" as that term is defined in the Act. The Act uses the word "director" to include a shadow director.

Who can ask the court to appoint an examiner

Section 510 of the Act, headed "Petition for court", says a petition may be presented by the company, its directors, a creditor (including a contingent or prospective creditor, such as an employee), or members holding at least one tenth of the voting paid-up share capital. It provides that, for the holding company of an insurer or of a credit institution (and certain companies formed from reorganised trustee savings banks), only the Central Bank may petition. The ODCE booklet summarises this as the company, its directors, a creditor (including an employee), or a member holding not less than one-tenth of the voting shares, and adds that the Central Bank alone may petition for a credit institution. It says small companies petitioned the Circuit Court and other companies the High Court; check the current position with your adviser, as the court rules have been updated since 2015.

What the court considers

According to the booklet, the court may appoint an examiner if it is satisfied there is a reasonable prospect of the survival of the company, or part of its undertaking, as a going concern. It may do so only where the company is, or is likely to be, unable to pay its debts and no winding-up resolution or order is in place. The booklet says the court will not hear a petition if a receiver has been in place continuously for at least three days before it is presented, and that creditors must be given an opportunity to be heard before the court decides.

The independent expert's report

The petition must be accompanied by a report from the company's statutory auditor or another person qualified to act as examiner. The booklet says it must cover the officers and a statement of affairs, whether the company has a reasonable prospect of survival and the conditions needed for that, the funding needed to keep trading during protection and where it will come from, and recommendations on which pre-petition liabilities should be paid. It also says that where the report cannot be ready in time due to exceptional circumstances, interim protection of up to 10 days may be available.

Protection while the examiner works

The booklet lists the effects of court protection. While protection applies:

• no winding-up proceedings can be commenced and no winding-up resolution passed;
• no receiver can be appointed to any part of the company's property;
• no attachment, sequestration, distress or execution can be enforced against company property without the examiner's consent;
• no action to realise a secured claim can be taken, and no steps to repossess hire-purchase goods, without the examiner's consent; and
• no proceedings can be started against the company without the court's leave.

The booklet gives the protection period as 70 days from presentation of the petition, unless withdrawn or extended. It also describes steps to follow after a petition, including notice to the Registrar of Companies within three days and publication of the appointment within 21 days. These timings come from a 2015 document. A later gov.ie press release on the regulations that transposed the EU Preventive Restructuring Directive says, among other things, that a 12-month maximum now applies to the stay. The press release carries no date on the page we read, so confirm the current periods before relying on any of them.

The examiner's role and the scheme of arrangement

The booklet says directors keep their management functions, though the examiner can apply to the court to have powers vested in them. The examiner formulates proposals for a compromise or scheme of arrangement and convenes meetings of members and creditors. The proposals must identify each class of members and creditors and whether each class is impaired, and they must treat holders within a class equally unless they agree otherwise. A class accepts when a majority in number, representing a majority in value of the claims voting, vote in favour.

The court may confirm the proposals, with or without changes, or reject them. The booklet says it can confirm only if at least one impaired class has accepted them, they are fair and equitable to any non-accepting impaired class, and they are not unfairly prejudicial to any interested party. Once confirmed, they bind all members and creditors. If the court refuses, the company may be wound up.

What changed after 2015

The gov.ie press release about the Preventive Restructuring Directive regulations says they amend the Companies Act 2014. Among the changes it lists are that employees can pursue claims against the company during the stay, that the common-law duty owed to creditors as a company nears insolvency is now codified in statute, that creditors cannot withhold performance or terminate contracts merely because an examinership has begun, and that directors must consider good-practice guidance designed to help companies spot deterioration early. Directors should treat this list as a pointer rather than a full description, and read the current Act or take advice on the detail.

Examinership and the small-company rescue process

A separate gov.ie page describes the Small Company Administrative Rescue Process (SCARP) as a dedicated rescue process for small and micro companies. It is initiated by the directors, uses a simplified administrative process with limited court involvement, and applies to fundamentally viable companies in temporary financial difficulty. The page says a company must meet two of three conditions (no more than 50 employees, turnover not exceeding €15 million, balance sheet not exceeding €7.5 million), must be, or be likely to be, unable to pay its debts, must not be in liquidation, and must not have had an examiner or process adviser appointed in the previous five years. It describes SCARP as potentially both quicker and cheaper than examinership, and says the Act commenced on 8 December 2021. The page shows no update date. A second gov.ie announcement describes the new process as "modelled on our existing examinership process" and says examinership may be beyond the reach of small companies because of cost.

Revenue's insolvency page (published 5 May 2026) refers to the Companies (Rescue Process for Small and Micro Companies) Act 2021 as a rescue mechanism for insolvent small and micro companies and directs readers to Revenue's SCARP page for more information.

What directors can do now

The points below are our suggestions, not legal requirements.

• Get advice early. The independent expert's report and the court timetable leave little room for delay once a petition is under way.
• Keep records current. Up-to-date accounts, cash-flow forecasts and a creditor list make any restructuring assessment faster.
• Minute board decisions. Record why the board is considering a rescue route and what advice it took.
• Involve the company secretary. Registrar filings and notices have short deadlines in the process the booklet describes. Our guide to company secretary duties explains the role.
• Compare routes. Smaller companies may want advice on both examinership and SCARP.

Learnsignal's offices are off Baggot Street in Dublin, and we offer in-person training from there. For current details, see our CPD pages.

Frequently asked questions

Who can petition for an examiner to be appointed?

Under section 510 of the Companies Act 2014, the company, its directors, a creditor (including a contingent or prospective creditor), or members holding at least one tenth of the voting paid-up share capital, subject to special rules for the Central Bank in some cases.

What must the court be satisfied of?

The ODCE booklet says the court must be satisfied there is a reasonable prospect of survival of the company, or part of its undertaking, as a going concern, among other conditions.

How long does court protection last?

The 2015 ODCE booklet says 70 days from presentation of the petition unless extended. A later gov.ie release mentions a 12-month maximum for the stay, so check the current position with an adviser.

Do directors lose control of the company?

The booklet says directors keep their management functions, but the examiner may apply to the court for powers to be vested in them.

Is there an alternative for small companies?

gov.ie describes SCARP as a rescue process for small and micro companies that meet its conditions. It does not replace professional advice about which route suits a particular company.

Examinership is a complex area, so use this guide as an orientation and rely on current legislation and qualified advice for decisions.