Court Proceedings

Every company, whether trading or not, is obliged to file an Annual Return (Form B1) with the CRO once at least in every year.

Companies and their advisers should note that a company may be struck off the register by the Registrar of Companies if it has failed to file an annual return in respect of any ONE year.

Voluntary Strike-Off
In relation to a voluntary strike-off request by the company to the registrar, (where the company has filed a Form H15), the request for strike-off can be stopped where the company requests to do so by submitting Form H17.

Any other party can request that the Voluntary Strike-Off be halted by submitting Form H16 and stating the grounds on which the strike-off is being objected to. Only a request under one of these grounds will be acceptable to prevent to the strike-off. The form must be submitted within 90 days of the strike-off being initiated in order to prevent the completion of the strike-off process.

The grounds for objection stem from Section 732 of the Companies Act 2014 and one of the grounds for the application for voluntary strike-off must not have been satisfied.

In relation to an involuntary strike-off being initiated by the Registrar – strike-off may be temporarily deferred by the Registrar, notwithstanding a company’s failure to deliver its outstanding annual returns to CRO.
For instance:

Where court proceedings have been initiated by a third party against a company, a temporary block against strike-off at the request of that third party may be allowed by the Registrar on a case-by-case basis, a certified copy of the ongoing court proceedings being furnished by the requester to CRO for verification purposes.

Where a company is involved in litigation and the issues that are being litigated are preventing it from filing its annual returns, a temporary block against strike-off may be allowed by the Registrar, strictly subject to up-to-date certified copy court papers in the relevant litigation being furnished to CRO for verification purposes.

 

Please note that in instances where strike-off action has been temporarily blocked by CRO, a company’s obligation to file annual returns continues and late-filing penalties will continue to accrue where a filing deadline has been missed, notwithstanding that the company has been temporarily blocked against strike off. In addition, the CRO is not precluded by the temporary strike-off block from initiating other Enforcement action(s) against the company and/or its Directors as long as its annual returns remain outstanding, in breach of Section 343 of the Companies Act 2014 .
 

Objection to Voluntary Strike-off (Form H16)
Any person may deliver to the Registrar an objection to the voluntary striking off a company in the Form H16. This form has a filing fee of €15.

Please note a from H16 form cannot be used for involuntary strike off.

The objection must be confined to the ground that one or more of the conditions for voluntary strike off as set out in Section 733 of the Companies Act 2014 .

The period to object ends 90 days after the date of publication of the notice of strike-off in the 1st Gazette.

The Registrar will strike off the company if no valid objection is made and the company will be dissolved.

Should a Form H16 be received the CRO may contact the applicant and request further proof. Proof should accompany the Form H16 when it is filed.

If a Form H16 application has been registered the company must file a new Form H15 if and when the objection has been withdrawn.
 

Company Request to Cancel a H15 by an Officer of the Company (Form H17)
A Company may request that their Form H15 application be cancelled through submitting a Form H17 (This form has a filing fee of €15). A Form H17 can only be completed by an officer of the company.

The request must be submitted within the 90 days of the date of the publication of the notice of strike-off in the first Gazette.