COMPANY STRIKE OFF How to Close an Irish Limited Company?

How does a company decide to request strike off?

To strike off the company, the shareholders must pass by way of special resolution (not less than 75% of votes) that:

• the company will be struck off the register on the grounds that it has either
  • never carried on business or
  • ceased to carry on business; and
• the company will not carry on business or incur any liabilities pending the strike off.

The company has 3 months from the date of the special resolution to apply for strike off.

The procedure to strike off a company voluntarily cannot be used where the company is carrying, or potentially carrying, debts. In more detail, that means:

• The company must have outstanding liabilities (contingent or prospective) of no more than €150. It is not possible to net off the assets with the liabilities to satisfy this test.
• The company must not be party to any ongoing or pending litigation.

In these cases, voluntary strike off is not appropriate and you should instead take professional advice about your obligations as a director from an insolvency practitioner.

What must a company do before requesting strike off?

Before commencing the strike off procedure several items could need to be taken care of. These may include the following:

1. Make staff redundant and finalise payroll
2. Notify the Revenue Commissioners of your decision to strike off the business and the date of cessation. Prepare and file all outstanding Tax Returns up to the date of cessation and pay any tax due.
3. Distribute any business assets between the shareholders. The amount of gross assets of the company cannot exceed €150 on winding up.
4. Transfer website domain names.
5. Close the company bank accounts.

As it can take time to prepare the company for closure, the procedure should be started well in advance of the company's Annual Return Date. If the company's Annual Return Date has passed, then a Form B1 and, if necessary, financial statements would need to be filed with the CRO. If you need help preparing the annual returns and financial statements, we provide this service. You can also check the company's Annual Return Date and filing deadline using our Annual Return Filing Deadline and CRO Late Filing Fee Calculator.

How does a company request strike off?

In order to request that the company be struck off, it must file a Form H15 with the CRO within 3 months of its Special Resolution to wind up the company.

The Form H15 must include:

1. A Letter of No Objection from the Revenue Commissioners dated not more than 3 months before the CRO receive the H15. See below on how to obtain this letter.
2. The page of a newspaper advertisement published in an Irish newspaper not more than 30 days before the request for strike off. (See the CRO Guidelines for examples of how to layout the newspaper advertisement.)
3. Confirmation that all annual returns have been filed by the company and relevant fees and any applicable late filing penalties have been paid.
4. Payment of €15 filing fee to the CRO.

The Form H15 must be signed (in pen) and dated by all the directors of the company and then submitted to the CRO along with the attachments above.

Change of Company Name or Registered Address

If a company has changed its name or registered address within 12 months of applying for strike off, then the advertisement must include its former name and address along with its current name and address.

Obtaining a Letter of No Objection from the Revenue Commissioners

To obtain the Letter of No Objection from the Revenue Commissioners it is necessary that ALL tax returns for ALL periods up to and including the date of cessation be filed and that ALL tax liabilities have been fulfilled. This includes notifying Revenue of the company's cessation and requesting that they make available on ROS the final tax returns up to the date of cessation. Once all tax returns are filed, the following details should be emailed to nationalcompaniesunit@revenue.ie:

• CRO number (mandatory)
• Company name (mandatory)
• Tax Registration Number (mandatory where company has registered or traded)
• Exact date of cessation of company (mandatory)
• A statement to the effect that the company has no assets or outstanding liabilities (mandatory)
• If the company has never traded, the application should confirm that the company is not or was not in receipt of any income which would give rise to a liability under the taxes acts. (mandatory)
• Address for correspondence (mandatory)
• Telephone number (mandatory)
• e-mail address

Revenue will then confirm that they have issued a Letter of No Objection to the correspondence address. See Revenue's page on Voluntary Strike Off.

When using our Voluntary Strike Off Service, Incorpro can file your company's tax returns and cease tax registration and will quote in advance for this.

What happens after I've notified the CRO?

Once the Form H15 has been accepted, the CRO will update the company's status to "Strike Off Listed". The CRO will publish a notice in the weekly CRO Gazette of its intention to strike the company off the register. The company will then be dissolved within 90 days of this notice unless an objection is received.

Can I cancel the strike off of my company?

The company can request the cancellation of the strike off, by delivering to the CRO, notice in Form H17 along with the €15 filing fee. The request must be submitted within the 90 days of the date of the publication of the notice of strike off.

Can I object to the strike off of a company?

Any person may deliver to the Registrar within 90 days of the date of publication of the strike off notice an objection to the striking off of the company in the Form H16. The objection must be confined to the ground that one or more of the strike off requirements above have not been satisfied.

Can I keep the company open but not trade?

If you decide to keep the company open but not trade, then the non-trading company must remain compliant with Company Law obligations in Ireland. It should continue to file its Annual Returns with the CRO and include financial statements (see our note on CRO Annual Returns). Annual General Meetings (AGMs) need to be held and registers should be kept up to date. Tax returns need to be filed with the Revenue Commissioners up until the date the company ceased trading and tax registrations should be cancelled.

If you need help with keeping a non-trading company compliant or with closing down your company, please contact us on +353 1 442 9409 or email info@incorpro.ie. For updates, follow us on twitter.