Closing Down An Irish Company
If you have a company in Ireland which you no longer need – what is the easiest way to close it down?
If the company has ceased trading or if it has never traded then the simplest (and cheapest) option to close the Company is to have it “voluntarily struck off” the Companies Register.
This guide will outline the conditions and process of a voluntary strike-off that could be the most efficient way to close a company in Ireland.
Checklist For Voluntary Strike Off
A company must have satisfied these initial requirements to apply for voluntary strike-off;
- The Company has ceased business or it has never carried on business;
- The Company has no assets in excess of €150;
- The Company has no liabilities in excess of €150;
- The company is not a party to ongoing or pending litigation;
- All Annual Returns (Form B1’s) are filed up to date with the Companies Registration Office;
- All Tax Filings (if tax registered) have been made.
A voluntary strike off can be carried out once all these conditions are met and you can start the strike off process to close your company.
Voluntary Strike Off Process
Special Resolution
For a company to apply to the Companies Registration Office to be struck off the Register of Companies, its members (or where there is only one member the sole member) must first pass a special resolution approving the company strike off. The special resolution must be made within 3 months of an application for voluntary strike off.
Board Meeting and CRO
The company directors will convene a board meeting to deal with the formalities of the strike off and approve the execution of the Companies Registration Office filing – being the Form H15.
Letter of no objection
The directors or company secretary will then request a letter of no objection from the Revenue Commissioners confirming it has no objection to the company being removed from the Register of Companies.
Legal notice/Advertisement
The company may then arrange to have the required legal notice / advertisement placed in a daily newspaper.
It is important to note that there are specific deadlines to meet when obtaining the letter of no objection and having the legal advert placed in the daily newspaper.
Application to the CRO
The Companies Registration Office Form along with the letter of no objection and the advertisement are then submitted to the Companies Registration Office to initiate the Strike Off.
The status of the Company will change to “Strike Off Listed” once the Companies Registration Office has approved the Strike Off documents. The Companies Registration Office also publish a notice in the Companies Registration Office Gazette ( the gazette is published every week on the CRO’s website)
No Objection to Strike off
If no objection to the voluntary strike off is made the status of the Company will change to “Dissolved” 90 days after the date in which it appeared in the notice in the CRO Gazette. The company is struck off the register and is the company will be officially closed.
What happens if company not struck off?
If the Company is left to remain on the register it will accumulate costs (CRO filing fees / Accountant fees etc. ) and will lose its entitlement to claim Audit Exemption if any annual return are missed. It may also affect the company’s compliance history and could result in it being selected by the CRO for enforcement measures such as involuntary strike off or prosecution of the directors. Obtaining a good Company Secretarial service is key to ensuring that the company has been struck off correctly and is no longer on the company register.
Conditions For Administrative Restoration
A company can be restored to the Register after being struck off if certain conditions are met:
- The Registrar has reasonable cause to believe that the strike off of the company has disadvantaged the applicant seeking to restore the Company;
- The application is being made within 12 months from the date the Company was struck off the Register;
- All outstanding annual returns have been received by the CRO;
Where an Owners Management Company has been struck off under Section 733 of the Companies Act 2014, it has six years, rather than the usual one year, where it may apply for an Administrative Restoration.
If you would like to request for your company to be voluntary struck off, please contact us. We have years of experience and knowledge in the company strike off application and will guide you through the process and get your company off the register. Let us take the hassle out of closing your company!
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Disclaimer: Specific advice should be obtained in relation your company as the above advice is general in form. All our blogs are provided for educational and practical purposes and should not be treated as professional / legal advice. For any specific queries you may have please contact our office.
