The Companies Registration Office (CRO) can have a company struck off its Register if:
- The company has failed to make an Annual Return.
- The CRO believe that the company does not have:
- A European Economic Area (EEA) resident director or
- A Section 137 Bond if the director is non resident in the EEA or
- A real continuous economic link to the State.
- The company is being shutdown and the CRO believes that no liquidator is acting.
- The company is being shutdown and the CRO believes the company is fully shutdown and returns by the liquidator have not been made for a period of six consecutive months.
- There are no persons recorded in the Register as being current directors of the company.
- The Revenue has given notice to the CRO that the company has failed to file Form 11F under Section 882 Taxes Consolidation Act 1997.
Strike Off Process
The CRO issue non-statutory reminder letters to non-compliant companies as a courtesy only.
However the strike off process will only commence on the issue of the statutory strike off notice which is sent to the Registered Office as per the CRO Register. This notice will state the reasons for the strike off and what steps can be undertaken to remedy the position.
If all the outstanding returns have not been filed within 28 days of the notice the CRO will publish in the CRO Gazette an impending strike off notice.
The company will be struck off 28 days after the CRO Gazette notice if all outstanding returns have not been filed or Form 11F CRO has not been filed with Revenue.
Once the company has been struck off a dissolving notice will be published in the CRO Gazette.
After the company has been dissolved the liability, if any, of any director, officer or member of the company will continue as if the company has not been dissolved.
Strike Off Consequences
Following strike off the company ceases to exist as a legal entity as and from the date on which the dissolving notice is published in the CRO Gazette. This means that:
- The assets, if any, of the company becomes the property of the State.
- Limited liability is removed so that if the business continues the owners will be personally liable.
- Any company bank accounts will be frozen and no transactions can be undertaken on the accounts until the company has been reinstated with the CRO.
- The Director of Corporate Enforcement may apply to the High Court under the Companies Act 2014 for the company directors to be disqualified from acting as directors or having an involvement in the management of a company. The ODCE costs will be levied on the directors individually.
If a company has been dissolved for less than 12 months it can be reinstated by bringing all its returns up to date with the CRO and paying any penalties that have been levied.
If a company has been dissolved from more than 12 months an application to the Hight Court must be made.
High Court Process
All returns must be filed with the CRO who will then issue a letter stating they have no objection to the CRO being restored.
An application to the Revenue for a letter of no objection must be filed. For this application to be successful:
- All outstanding tax returns must be filed for the period prior to the dissolution of the company and for the period during which the company was dissolved as if it had been properly registered.
- An undertaking must be provided by the applicants that any outstanding taxes will be discharged within one month from the application date.
An affidavit must be prepared setting out the facts on the dissolution of the company when the no objection letters have been received. When the documents have been notarised the company’s legal advisor will apply for a High Court hearing.
High Court Hearing
The Judge will grant a petition for reinstatement of the company if satisfied that everything is in order. This means that the company is deemed never to have been dissolved and any acts undertaken after the dissolution are legally valid.
The High Court office issues an order reinstating the company which is filed with the CRO who will update the Register records that the company has been reinstated.