The CRO has currently put all involuntary strike offs on hold. However it is intended to recommence them in due course.
A director has a legal duty to dispose of a company properly as not doing so is a statutory offence.
The CRO can strike a company off if:
- The company has failed to file an annual return – even if only for one year.
- The company has failed to file Form 11F with Revenue.
- It has reasonable cause to believe a company does not have an EEA-resident director, a S137 Bond in place or a continuous economic link with the State.
- The company is being wound up and the Registrar has reasonable cause to believe no liquidator has been appointed.
- It has reasonable cause to believe the company’s affairs are fully wound up and the liquidator has not made the required returns for a period of six consecutive months.
- No one is recorded in the CRO as acting as a current director of the company.
If struck off a company ceases to exist; its limited liability protection is lost and its assets become the property of the State.
Directors of a company that has been involuntarily struck off can face disqualification as the Corporate Enforcement Authority (CEA) can make an application to the High Court to issue an order to disqualify one or all the directors.
Disqualification means a person is disqualified from being appointed or acting as a director or other officer, statutory auditor, receiver, liquidator or examiner or being in any way, whether directly or indirectly, concerned or taking part in the promotion, formation or management of any company.
A person is automatically disqualified by the court, if that person is convicted on indictment of:
- any offence under the Companies Act or
- any offence involving fraud or dishonesty.
A person disqualified by the court is subject to a disqualification order for a period of 5 years or other period as specified by the court. The court is obliged to send details of the disqualification order to the CRO so that the details supplied are included in the public register of disqualified persons.
The CEA can also apply to the court seeking the disqualification of any person if found:
- guilty of two or more offences in relation to accounting records offences
- guilty of persistent defaults under the Companies Act
- guilty of fraudulent or reckless trading while an officer of a company.
The above does not constitute legal advice.