Last updated: Jun 16, 2022
All good things come to an end. This applies to your company whether it had a successful existence or had no use and never traded. You may be trying to decide either to keep the company alive as a non-trading entity or if it is time to close it down. Section 731 of the Companies Act 2014 gives the directors the right to strike off the company and we will look at that process here.
Whatever your reason for deciding to close down the company, so long as certain conditions are met the directors may choose to request that the Companies Registration Office (CRO) strike the company from the register.
As a firm of Chartered Accountants, Incorpro can close your Irish Limited Company (Voluntary Strike-Off) at a cost of only €199 + VAT, which includes the National Daily Newspaper Advertisement and CRO Fees. To proceed with closing your Irish company, please complete our Voluntary Strike Off Form or click on the button below.
To strike off the company, the shareholders must pass by way of special resolution (not less than 75% of votes) that:
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:
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.
Before commencing the strike off procedure several items could need to be taken care of. These may include the following:
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.
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:
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.
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.
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 email@example.com:
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.
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.
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.
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.
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.
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