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Voluntary Strike-Off

Strike off is not always involuntary. A company that ceases to trade and has no outstanding creditors can request the Registrar to strike off the company.

Section 311 Companies Act 1963 (as amended) gives the Registrar power to strike companies off the register. However, it is a discretionary power which she will use only if a director of a company makes a formal request to her on the form H15 to strike the name of his/her company off the register. Form H15 has no filing fee.

The company can request voluntary strike-off provided:

  • The company has ceased trading/has never traded and that it will not re-commence or commence trading, as applicable, in the period prior to its being struck off the register.
  • As at the date of the application -
  1. the amount of any assets of the company does not exceed €150
  2. the amount of any liabilities of the company (including contingent and prospective liabilities) does not  exceed €150.

Please see clarification note on issued share capital

Such request is conditional on the following being received:

  • All outstanding annual returns and payment of relevant fees and penalties.
  • A letter of no objection from the Revenue Commissioners (dated within six months of the Form H15)
  • The entire page of the newspaper containing the advertisement paragraph (photocopies not accepted). (The advertisement is placed within the six weeks prior to receipt by the CRO of the Form H15)

Step One

All outstanding annual returns must be filed by the company at least two weeks before the request for strike-off is made and relevant fees and any applicable late filing penalties in respect of such filings must be paid.

Step Two

A letter of no objection can be obtained from the Revenue Commissioners. This should be requested in writing from:

Office of the Revenue Commissioners, Companies Unit, City Centre Revenue District, 9/15 Upper O'Connell Street, Dublin 1. Telephone: 01 865 5000 ext 32989/32991/32993/32994/32997. Link to Revenue WebsiteLinks to external website.

Once issued, the letter of no objection is valid for six months.

Step Three

An advertisement, along the lines of the sample text below, is placed in one daily newspaper published and circulated nationwide in the Republic of Ireland, and attached to Form H15. The advertisement can be published in the Irish Independent, Irish Daily Mail, Irish Daily Mirror, Irish Daily Star, Irish Times, Irish Examiner, The Herald or The Sun (Irish Edition).

This advertisement should appear in a newspaper published not more than six weeks prior to the delivery to the CRO of the application for voluntary strike off. The entire newspaper page on which the advertisement appears should be submitted to the CRO with Form H15, as it is essential that both the name of the newspaper and the date of publication are displayed with the advertisement. Please note that the one advertisement may be used to advertise the intended voluntary strike off of up to a maximum of six companies. In such cases, a separate Form H15 is required for each company.

Step Four

A director of the company currently recorded as such with CRO, submits a request for strike-off of the company using Form H15pdf logo H15 form (0.25 MB, Adobe PDF) , pdf logoH15 form fillable (0.27 MB, Adobe PDF)  

As it can take some time to complete steps 1 and 2 above the advertisement should not be placed until these steps have been completed.

Up-to-date Annual Returns

The Registrar strikes off companies voluntarily on a regular basis. Please note that in order to qualify for voluntary strike off, a company must be up to date with its annual filing requirements as at the date it lodges with the CRO an application for voluntary strike off which application satisfies all the requirements set out above. This means that in the event that a voluntary strike off application does not comply with any of these requirements and is returned to the presenter, that company will have to ensure that it is up-to-date with its annual return filing requirements as at the date it re-lodges an application which does satisfy all CRO requirements.

Provided all outstanding annual returns are filed before the complete application for voluntary strike-off is received, no further returns are required to be filed with the CRO. For example, where a company's Annual Return Date is 30th September and a complete application for voluntary strike-off, that satisfies all the requirements set out above, is received and registered on 10th September, the annual return due to made up to 30th September is not required to be filed.

The strike off process is a lengthy one and the company will be formally asked on two separate occasions, a month apart, if it still wishes to be struck off. The Registrar will then advertise her intention to strike the name of the company off the register and finally, a further month later, the company will be struck off and dissolved.

EXAMPLE FORMS OF ADVERTISEMENTS TO BE PLACED IN DAILY NEWSPAPER

Requirements as of February 2009

Where the advertisement is published within one year after the company has changed its name, the former name as well as the existing name of the company should be included in the advertisement.

Also, any business name being used by the company or which was used by it during the 12 month period prior to the date of publication of the advertisement should be included in the advertisement.

Where the advertisement is published within one year after the company has changed its registered office, the former registered office as well as the existing registered office, must also be included in the advertisement.

TYPE 1- For one company.

XY Limited [formerly EFG Limited], trading as Z, [and formerly having traded as W], having ceased to trade/never traded (as applicable) having its registered office at [ ] and formerly having its registered office at [] and its principal place of business at [ ], and having no assets exceeding €150 and/or having no liabilities exceeding €150, has resolved to notify the Registrar of Companies that the company is not carrying on business and to request the Registrar on that basis to exercise her powers pursuant to section 311 of the Companies Act 1963 to strike the name of the company off the register.

By Order of the Board

Name of director/secretary (as applicable)

TYPE 2 - For two or more related companies (maximum 6) - (same registered office and same principal place of business)

(a) XY Limited, [formerly ABC Limited], [trading as D], having ceased to trade/never having traded (as applicable) and

(b) VW Limited, [formerly EFG Limited], trading as Z, [and formerly having traded as W], having ceased to trade/never traded (as applicable) both having their registered office at [ ] and formerly having their registered offices at [] and their principal place of business at [ ], and each of which has no assets exceeding €150 and/or having no liabilities exceeding €150, has each resolved to notify the Registrar of Companies that the company is not carrying on business and to request the Registrar on that basis to exercise her powers pursuant to section 311 of the Companies Act 1963 to strike the name of the company off the register.

By Order of the Board

Name of director/secretary (as applicable)

TYPE 3 - For two or more unrelated companies (maximum 6) - (different registered offices and different principal place of business)

(a) XY Limited, [formerly ABC Limited], [trading as D], having its registered office at [ ] and formerly having its registered office at [] and having its principal place of business at [ ] having ceased to trade/never having traded (as applicable) and

(b) VW Limited, [formerly EFG Limited], trading as Z, [and formerly having traded as W], having its registered office at [ ] and formerly having its registered office at [] and having its principal place of business at [ ] having ceased to trade/never traded (as applicable) and each of which has no assets exceeding €150 and/or having no liabilities exceeding €150, have each resolved to notify the Registrar of Companies that the company is not carrying on business and to request the Registrar on that basis to exercise her powers pursuant to section 311 of the Companies Act 1963 to strike the name of the company off the register.

By Order of the Board

Name of director/secretary (as applicable)

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