Under the Companies Act 2014 all companies registered in Ireland have statutory duties and obligations independent of their filing requirements with the Revenue Commissioners and failure to comply with these duties results in the company being involuntarily struck off the register.
The Registrar of Companies may give notice of the intention to strike a company off the register on any of the following grounds:
- the company has failed to make an annual return as required; or
- there are no persons recorded as being current directors of the company; or
- the Registrar has reasonable cause to believe that the company is not complying with the requirement to have a director resident in an EEA state or does not hold the requisite bond in the absence of such a director; or
- the Revenue Commissioners have given notice of the company’s failure to deliver a statement of particulars by new companies; or
- the company is being wound up and the Registrar has reasonable cause to believe that no liquidator is acting; or
- the company is being wound up and no returns have been made by the liquidator for a period of 6 consecutive months.
If a company is struck off the register, ownership of a company’s assets automatically transfers to the State. Ownership will remain with the State until such time as the company is restored to the register. While struck off, the liability of every director, officer and member of the company continues and may be enforced as though the company had not been dissolved.
As a response to the Covid 19 pandemic the Companies Registration Office has put a pause on the enforcement of Involuntary Strike Off’s of companies for non-compliance, there has been much talk recently of this recommencing shortly however no official date has been assigned.
A Strike-off is not always involuntary, under the Companies Act 2014, a Company that has ceased to trade or has never traded and has no creditors and/or outstanding liabilities above €150 may apply to the Registrar to strike off the company.
There are a number of ways in which you can close your company and Voluntary Strike Off (VSO) is generally the quickest and cheapest process in comparison to a liquidation which involves the appointment of a liquidator to collect and assign any existing assets. A VSO benefits companies which have had little or no activity and have no more than €150 in assets or liabilities.
Below is a breakdown of Voluntary Strike Off applications received by the CRO and Involuntary Strike Off’s completed by the CRO over the last 4 years.
Involuntary strike offs as a result of the pause are artificially low as detailed above while voluntary strike offs are rising.
What Companies Can Avail of the Voluntary Strike Off Process?
A VSO is available to all companies provided that they comply with Section 731 of the Companies Act 2014 which sets out the requirements each company must meet in order to apply to the Registrar to have the company struck off:
731. (1) A company may apply to the Registrar to be struck off the register if the following conditions are satisfied:
(a) the circumstances relating to the company are such as to give the Registrar reasonable cause to believe that it has never carried on business or has ceased to carry on business;
(b) the company has, within 3 months before the date of the application, by special resolution—
(i) resolved to apply to the Registrar to be struck off the register on the ground that it has never carried on business or has ceased to carry on business; and
(ii) resolved that pending the determination (or, should it sooner occur, the cancellation, at its request, of this process) of its application to be struck off, the company will not carry on any business or incur any liabilities;
(c) the company has delivered to the Registrar all annual returns required by section 343 that are outstanding in respect of the company as at the date of the application;
(d) the company has delivered to the Registrar a certificate in the prescribed form signed by each director certifying that as at the date of the application—
(i) the amount of any assets of the company does not exceed €150;
(ii) the amount of any liabilities of the company (including contingent and prospective liabilities) does not exceed €150; and
(iii) the company is not a party to ongoing or pending litigation;
(e) the Registrar has received from the Revenue Commissioners written confirmation dated not more than 3 months before the date on which the Registrar receives the application that the Revenue Commissioners do not object to the company being struck off the register; and
(f) the company has caused an advertisement, in the prescribed form, of its intention to apply to be struck off the register to be published within 30 days before the date of the application in at least 1 daily newspaper circulating in the State.
What do I need to do?
Firstly, and most Importantly you need to ensure that all your Company’s filings are up to date with the Revenue Commissioners and the Companies Registration Office. The Company should be ceased for all taxes before the letter of no objection is sought from the Revenue. Revenue will not issue a letter of no objection for your company where there are any outstanding liabilities or monies owed. If the company’s filings with the CRO are not up to date they may if they have reasonable and credible reasons as to why the annual return date was missed make a Section 343(5) application to their District Court for an extension to time to file their annual return. For more information on the S343(5) process please see our recent update on this here.
The steps that should be followed are:
- All outstanding annual returns have been filed by the company before the request for strike-off is made.
- A special resolution must be passed, resolving to apply to the Registrar for the company to be struck off the register;
- A letter of no objection should be requested from the Revenue Commissioners.
- An advertisement is to be placed in a national daily newspaper.
- Submit an application to the CRO
What do I need to file with the Companies Registration Office?
The statutory filings that need to be made with the Companies Registration Office are:
- Form H15 (Completed online)
- Attachments to H15
- Full page of the newspaper showing the advertisement (H15 must be filed within 30 days of the date of publication)
- Copy of Letter of No Objection received from Revenue (H15 must be filed within 3 months of date on the letter)
The process with the CRO changed in March 2022 when the H15 form became a mandatory online filing, previous to this it was a two-part filing. The H15 was a paper-only form and a G1-H15 which could be filed online was also required.
How long does it take for my Company to be dissolved?
After the necessary documents have been filed with the Companies Registration Office the company status will be changed to Strike-off listed. The Registrar will publish a notice in the CRO Gazette to give public notice of the Registrars, intention to strike off the company. The company will then be dissolved within 90 days of this notice unless an objection is received. We do note that the 90 days period can take longer depending on how busy the CRO are at the time.
How to object or cancel a Voluntary Strike Off application
The company itself can request that the VSO be cancelled on form H17, this must be submitted within 90 days of the publication of the strike off notice
Any person can object to the Registrar striking off a company on a form H16, provided that one or more of the conditions in Section 731. (1) of the Companies Act 2014 have not been met. This must be submitted within 90 days of the publication of the strike off notice.
If you require assistance or advice, please contact our Company Secretarial team on 053 91 000 00 or email [email protected]