A company can be struck from the Register of Companies in 3 ways
- Voluntary Strike
- Involuntary Strike Off by CRO
- Involuntary Strike Off by Revenue
Some examples of where we have used Voluntary Strike offs:
- Company has ceased to trade
- Company is dormant and has never traded
- Company wants to set up as a different company (e.g. private to guarantee)
Voluntary Strike Off
The Companies Acts provide that a company may apply to the Registrar of Companies to have the company voluntarily struck off the Register. Voluntary Strike Off is at the discretion of the Registrar of Companies.
If a company has ceased to trade or never traded, has assets or liabilities that don’t exceed €150 and will not re-commence trading before the company is struck off, the company is in a position to apply for voluntary strike off.
New regulations in to the Voluntary Strike off provides that at the time that an application is made, the company must satisfy the following conditions:
- The amount of any assets of the company does not exceed €150
- The amount of any liabilities of the company (including contingent and prospective liabilities) does not exceed €150 and
- All outstanding returns to the Companies Registration Office and Revenue Commissioners must be up to date.
The Directors must pass a number of resolutions before the company applies for a Voluntary Strike Off. It is best practice to have the members resolve to give the power to the directors to apply for voluntary strike off. A letter of no objection must be obtained from the Revenue Commissioners. The company must place an advertisement in a national newspaper about the company’s intention to apply for voluntary strike off. The final step is to file the H15 form with the CRO.
Involuntary Strike Off by CRO
A company may be involuntarily struck off the Register of Companies if the company does not file an annual return with the filing deadlines at the CRO. The CRO issues reminder letters to companies that fail to file on time before they take steps to strike off the company.
The strike off process will commence with the issue of a strike off notice. 1 month from the issue of this letter the CRO will advertise their intention to strike off the company in the Registrar of Companies. 1 month after this the CRO will strike off the Company from the Register of Companies.
Involuntary Strike off by Revenue Commissioners
A company may be involuntarily struck off by the Revenue Commissioner of the Company has failed to deliver a Statement Form 11F CRO which is required to be filed under section 882 Taxes Consolidation Act 1997. The Company in question will receive notice from the Revenue Commissioners that the company is to be struck off.
If the company files the outstanding Form 11F CRO within 1 month of receiving the initial strike off notice, it will avoid being involuntarily struck off. If the company fails to file this form, it will be struck off within 1 month from the original notice of intention to have the company involuntarily struck off.
The consequences of strike off are very serious for a company that is still trading:
- The assets of the company become the property of the State on dissolution of the company;
- The company ceases to exist as a legal entity with effect from the date of strike off and dissolution;
- The protection of limited liability is lost with effect from that date, and if the business formerly carried on through the company is continued, the owners are trading in their personal capacity;
- Banks should be unwilling to lend money to an entity which has, effectively, ceased to exist;
- There can also be unpleasant consequences for directors of such companies in that a disqualification order may be made against them by the High Court on the application of the Director of Corporate Enforcement.
While it is possible in most instances to have a company restored to the register, this can be an expensive procedure.
Head of Company Secretarial,
Unit 3, South Court,
Wexford Road Business Park,