The CRO and RBO have confirmed that involuntary strike-offs will soon begin for companies that haven’t filed their Register of Beneficial Ownership (RBO) information.

Since 2022, RBO enforcement has been tightening, and the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 has now introduced failure to file RBO details as an official ground for involuntary strike-off.

With an estimated 10–12% of companies still non-compliant, thousands of entities are potentially at risk. 

As a refresher under section 726 of the Companies Act 2014, the Registrar may institute strike off procedures where:

• the company has failed to make an annual return
• where the company receives notice in writing from Revenue that the company has failed to deliver a statement (Form 11F CRO) which it is required to deliver under section 882 Taxes Consolidation Act 1997
• the Registrar has reasonable cause to believe that there is no EEA resident director or bond in place
• the Registrar has reasonable cause to believe that no liquidator is acting where one is required
• the Registrar has reasonable cause to believe that the affairs of the company are fully wound up and that the returns required to be made by the liquidator have not been made for a period of 6 consecutive months
• there are no persons recorded in the office of the Registrar as being current directors of the company

The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 has also brought about additional new grounds under S.726including;

• failure of a company to deliver the details of the registered office of the company
• where no secretary of the company is recorded on the Register of Companies
• and failure of a company to notify the Registrar of Beneficial Ownership of certain information in relation to the beneficial owner of a company

These above grounds were commenced on 3rd December 2024.

The Involuntary Strike-Off process

An involuntary strike-off process follows these steps:

• The CRO typically sends non-statutory reminder letters to the registered office address or next available address such as that of a Director or emails to non-compliant companies, provided an email address has been supplied
• It is likely for those relating to RBO filing that this will come from the RBO instead however that it to be confirmed
• If the remedial steps in the Notice are not taken the CRO will commence enforcement action and issue a strike-off notice to the registered office of the company
• The formal strike-off process begins with the issuance of a statutory strike-off notice, which is sent to the company’s registered office as per CRO records (or next available address such as that of a Director)
• This notice outlines the grounds for strike-off and the steps required to remedy the situation.
• If the company does not address the issue within 28 days, a notice of impending strike-off will be published in the CRO Gazette
• If the issue remains unresolved 28 days after publication in the Gazette, the company will be struck off the register
• Once a company is struck off, a dissolution notice will be published in the CRO Gazette.

It is important to note that even after a company is dissolved, the liability of its directors, officers, and members remains and can still be enforced as if the company had not been dissolved.

If you would like to discuss any of the above with a member of our team please contact a member of staff at 0539100000.

The contents of this article are meant as a guide only and are not a substitute for professional advice. The authors accept no responsibility for any action taken, or refrained from, as a result of the material contained in this document. Specific advice should be obtained before acting or refraining from acting, in connection with the matters dealt with in this article.