Irish Court Orders Winding Up of SULU Software After Founder Breakdown and Imminent Insolvency

The Irish High Court has ordered the winding up of SULU Software Consultancy Limited, a crypto focused start-up crippled by an irretrievable founder dispute, deadlock among shareholders, and an undisputed slide toward insolvency. In a detailed decision delivered on 27 November, Justice Oisín Quinn held that SULU’s collapse into non-functioning status, combined with the inability of its two principal founders to work together or secure new investment, satisfied the “just and equitable” ground for compulsory liquidation under section 569(1)(e) of the Companies Act 2014.

The petition was brought by CEO and co-founder Susan O’Neill in June after a year of escalating conflict with fellow founder and director Luke Hudner, who held just over twenty five percent of the company’s shares and used that stake to block a shareholder resolution for a voluntary winding up. Both sides agreed that the business had stalled: SULU no longer had employees, had generated only €2,484 in lifetime profit, was down to roughly €65,000 in cash plus a small Bitcoin holding, and faced monthly costs of about €12,000 with no realistic prospect of fundraising since August 2024. Justice Quinn noted that without an immediate court-supervised wind down, the company would run out of funds within months, leaving almost no resources for a liquidator to complete a proper winding up.

Hudner opposed the petition on equitable grounds, arguing that O’Neill’s conduct should bar relief. He pointed to her acquisition of his shares after his resignation, the shareholder resolution removing founders’ non-compete clauses, and her work on a new venture that did not include him. The Court rejected these objections, finding no unconscionable behaviour, no evidence of IP misuse, and no plausible path for SULU to continue trading. Importantly, any post-petition share transfer would be void under section 602, restoring Hudner’s shares once the liquidation commenced.

Justice Quinn anchored the ruling in the established “just and equitable” jurisprudence, citing features common to quasi-partnership breakdowns, management deadlock, and failure of corporate purpose. The judge stressed that while the parties disputed the causes of the breakdown, the undisputed facts showed total deterioration of trust between founders, abandonment of the business model, and a start-up that could not operate without new capital. Hudner offered no plan to avert insolvency or satisfy the director duties now focused on creditor interests once a company enters the zone of financial distress.

With no viable alternative remedy and support for winding up from all other shareholders, including investors, the Court appointed Colin Gaynor of Resolute Advisory as liquidator.