The voluntary strike-off process is a useful and often more cost effective alternative to dissolving a company by way of a members’ voluntary liquidation. It is often used in circumstances where a company has not commenced trading and is unlikely to have incurred material liabilities to third parties.
Procedure – Formal notification must be given to the Registrar of Companies that the company:
- Has ceased trading or has never traded
- Does not have assets or liabilities (including contingent and prospective liabilities) exceeding a value of €150
- Requests its name to be struck-off the register
- Will not commence trading in the period prior to it being struck-off the register
On receipt of certain documents, the Registrar advertises the intention to strike the company off the company register in the Companies Registration Office Gazette. In the ordinary course, the company will be formally struck off and dissolved a month later.
Documents to be filed with the Registrar –
- CRO Form H15
- All outstanding annual returns and relevant fees
- A letter of no objection from the Revenue Commissioners
- A copy of an advertisement of the company’s intention to apply to be struck off the register, as published in one daily national newspaper
Business name – Any registered business name of the company should also be ceased by completing and filing a CRO Form RBN3.
Timing – The process can take up to fourteen weeks.
Aggrieved parties – If a company or any member or creditor is “aggrieved” by the strike-off, he can apply to the High Court to have the company restored to the register. Any such application must be made within 20 years of the publication of the notice to strike-off in the Companies Registration Office Gazette. If the company is restored, it is deemed to have continued in existence as if it had never been struck-off, with the result that a creditor can pursue a claim against the company.
Continuing obligations – Until such time as the company is formally struck-off, all obligations under the Companies Acts continue. The company and its directors continue to be responsible for keeping the company’s records up to date and filing its annual returns and financial statements.
Contributed by Laura Dunne and Colm Manning.
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