Global menu

Our global pages

Close

Involuntary Dissolution – If You’re Struck Off you Strike Out!

  • Ireland
  • Corporate secretarial services
  • Litigation and dispute management

28-06-2022

Approximately 7,000 companies are struck off each year. The involuntary strike off procedure is used by the Companies Registration Office (the “CRO”) in its efforts to increase the level of compliance by Irish registered companies. This programme is continuing after the temporary suspension of enforcement action taken in response to COVID-19, and is being supplemented with a programme of prosecutions of companies and directors.

The Companies Act 2014 allows the Registrar of Companies (the “Registrar”), under certain circumstances, to initiate strike off procedures against a company including where:

(i) the company has failed to file its annual return;

(ii) the Revenue has given notice to the Registrar that the company has failed to deliver certain returns as obliged to under the Taxes Consolidation Act 1997;

(iii) the Registrar has reasonable cause to believe that the company does not have (i) a director who is resident in the European Economic Area; (ii) a non-EEA resident director bond in place; or (iii) a real and continuous link with economic activity in the State;

(iv) the company is being wound up and the Registrar has reasonable cause to believe that no liquidator is acting or her/her returns have not been made for six consecutive months; or

(v) there are no persons recorded as being current directors of the company.

Procedure for involuntary strike off

The process for involuntary strike off is simple and quick:

(i) As a courtesy, the CRO will issue non-statutory reminder letters to non-compliant companies;

(ii) A statutory strike off notice will be issued to the company's registered office;

(iii) A notice of impending strike off will be inserted in the CRO Gazette; and

(iv) The company will be struck off the register and a notice dissolving the company will be published in the CRO Gazette.

What are the consequences of an involuntary strike off?

The consequences of strike off are very serious for a company and its directors, including:

(i) The assets of the company become the property of the State;

(ii) The company ceases to exist as a legal entity;

(iii) The protection of limited liability is lost and, if the business is continued, the owners are trading in their personal capacity and take on personal liability;

(iv) The liability of directors and members of the company will continue and may be enforced;

(v) The company’s bank accounts will be frozen and banks may be unwilling to lend; and

(vi) The company and its directors may suffer reputational damage and the directors may be disqualified from acting as directors of any company.

How can we help?

As involuntary strike off proceedings can happen quickly, you may need to act urgently. At Eversheds Sutherland LLP, we have a highly skilled company secretarial team who can provide assistance and advice on this and on all aspects of company law and corporate governance.

We can help your company avoid being involuntarily struck off by advising on your company’s compliance requirements and director training to help with good corporate governance.

Restoration applications can be expensive and time-consuming. If your company has already been struck off, we can help get it restored to the register by assisting with the preparation of all outstanding annual returns and ancillaries and, in the case of a company dissolved less than 12 months, making an application to the CRO for restoration or in the worst (and more expensive) case, if the company has been dissolved for more than 12 months, making an application to the High Court.

For more information, please contact:

Aidan Rafferty, Company Secretary - AidanRafferty@eversheds-sutherland.ie