Court Order Restoration

 Where a company has been struck off for a period exceeding 12 months, an application for restoration must be made to court. It is advisable that legal advice be obtained in relation to any proposed application to court for restoration.

A company that has been dissolved via strikeoff, for a period in excess of 12 months and not more than 20 years, may apply to the High Court to be restored.

Voluntary strike off

If the company was struck off voluntarily and it is intended to apply to the Court pursuant to section 311(8) Companies Act 1963 to have it restored, the applicant should:

  • Submit a letter, signed by a Director of the Company or by a Solicitor acting on behalf of a Director of the Company, to Enforcement Section, Companies Registration Office, requesting confirmation that the Registrar of Companies has no objection to the restoration of the company to the Register.
  • Obtain a letter from the Chief State Solicitors Office (on behalf of Minister for Finance) stating that there is no objection to the restoration of the company;
  • File all outstanding annual returns together with the accounts which are required to be annexed to same pursuant to the provisions of the Companies Acts 1963-2009. These accounts must relate to an individual financial year and may not be amalgamated with the accounts for another financial year or years. (Fees €40 per return plus the relevant late filing penalties). These returns must be filed at the CRO before the restoration application is heard by the Court.
  • Amalgamated accounts are not accepted by CRO with annual returns. As and from 1 January 2012, a separate set of accounts is required to be filed in respect of each financial year of a company. This is in order to ensure compliance with the 4th Company Law Directive 78/660/EEC of 25th July 1978 which contemplates individual sets of accounts for each financial year.  The effect of the foregoing is that each annual return received by CRO on or after 1 January 2012 is required to be accompanied by a set of accounts for a financial year ending not earlier than nine months before the effective date of the return, which set of accounts covers the period since the end of the period covered by the accounts that were annexed to the company's preceding annual return. It is no longer possible to file multiple annual returns with CRO and have accepted with those returns a set of amalgamated accounts covering a number of financial years. Each annual return must have its own set of accounts annexed in order to comply with the requirements of the Companies Acts 1963-2009 as to accounts preparation and filing. It should be noted that the foregoing applies from 1 January 2012 to dissolved companies being restored to the register, whether on Form H1/H1R or via court application for restoration, where the restoration is pending as at 31 December 2011.

Involuntary strike off

If the company was struck off involuntarily, the application for restoration is made under section 12B(3), Companies (Amendment) Act 1982. The applicant should:

  • Submit a letter, signed by a Director of the Company or by a Solicitor acting on behalf of a Director of the Company, to Enforcement Section, Companies Registration Office, requesting confirmation that the Registrar of Companies has no objection to the restoration of the company to the Register.
  • Obtain a letter from the Chief State Solicitors Office (on behalf of the Minister for Finance), stating there is no objection to the restoration of the company to the register;
  • Obtain a letter of no objection from Revenue.

The Registrar will furnish a letter of no objection to an application pursuant to section 12B(3) to restore a company to the register, subject to compliance with the following:

  • If all outstanding annual returns (including the accounts which are required to be annexed to same pursuant to the provisions of the Companies Acts 1963-2009) and these accounts must relate to an individual financial year and may not be amalgamated with the accounts for another financial year or years. are delivered to the CRO, and same are in order. In this situation, a restoration order will be effective following delivery of same to the CRO.
  • Amalgamated accounts are not accepted by CRO with annual returns. From 1 January 2012, a separate set of accounts is required to be filed in respect of each financial year of a company. This is in order to ensure compliance with the 4th Company Law Directive 78/660/EEC of 25th July 1978 which contemplates individual sets of accounts for each financial year.  The effect of the foregoing is that each annual return received by CRO on or after 1 January 2012 is required to be accompanied by a set of accounts for a financial year ending not earlier than nine months before the effective date of the return, which set of accounts covers the period since the end of the period covered by the accounts that were annexed to the company's preceding annual return. It is no longer possible to file multiple annual returns with CRO and have accepted with those returns a set of amalgamated accounts covering a number of financial years. Each annual return must have its own set of accounts annexed in order to comply with the requirements of the Companies Acts 1963-2009 as to accounts preparation and filing. It should be noted that the foregoing applies from 1 January 2012 to dissolved companies being restored to the register, whether on Form H1/H1R or via court application for restoration, where the restoration is pending as at 31 December 2011.

or

  • If all outstanding annual returns (including the accounts which are required to be annexed to same pursuant to the provisions of the Companies Acts 1963-2009) are delivered in final draft format* to the CRO, and same are in order, together with the applicants personal undertaking to file signed returns and accounts in identical form following the making of the restoration order. (See ! below as to the effectiveness of the High Court order in these circumstances.)

A restoration order made by the Court will not have effect unless all outstanding returns  together with the accounts which are required to be annexed to same pursuant to the provisions of the Companies Acts 1963-2009 are delivered to the CRO within one month from the date of the making of the order. In the event that this is not complied with within this period the company will remain dissolved.

 * this means that returns (including accounts) must be in their final format, subject only to same being signed (and certified where necessary) in accordance with the requirements of the Companies Acts. The above documentation ought to be sent to Enforcement Unit, CRO, Parnell House, 14 Parnell Square, Dublin 1.

Submission of Court Order

An official copy of the Court Order restoring the company, together with the €15 filing fee, should be delivered to the CRO for registration by the applicant as soon as it is available from the Court Office.

The name of the company cannot be restored to the register unless the Order is lodged in a timely fashion with CRO. In practice this means that an office copy of the Restoration Order must be received by the CRO within three months from the date of its pronouncement by the Judge. If the order is not lodged on time, a fresh restoration application will be necessary.

Creditors Restoration

Circuit/High Court restoration applications by a creditor

A creditor cannot use the H1 or H1R procedure, but may apply to the Court at any time from the date of dissolution of the company (i.e. there is no requirement that the creditor has to wait until the 12 month H1/H1R period has expired before bringing his restoration application) until the expiry of 20 years from the date of dissolution of the company.

Voluntary strike off (creditor restoration)

If the company was struck off voluntarily, a creditor may apply to the High Court pursuant to section 311(8) Companies Act 1963 for the restoration of the company. The applicant should obtain letters from:

  • CRO - Submit a letter to Enforcement Section, Companies Registration Office, requesting confirmation that the Registrar of Companies has no objection to the restoration of the company to the Register, and
  • Chief State Solicitors Office (on behalf of the Minister for Finance) stating that there is no objection to the restoration of the company to the register.

Involuntary strike off (creditor restoration)

If the company was struck off involuntarily, a creditor may apply to the Circuit Court or the High Court pursuant to section 12B(3) Companies (Amendment) Act 1982, and should obtain letters from:

  • CRO - Submit a letter to Enforcement Section, Companies Registration Office, requesting confirmation that the Registrar of Companies has no objection to the restoration of the company to the Register,
  • Revenue, and
  • Chief State Solicitors Office (on behalf of Minister for Finance)

stating that there is no objection to the restoration of the company to the register.

This letter of no objection from the Registrar will be conditional upon the applicant putting the officers of the company on notice of the application, and in particular of the terms of section 12B(6) Companies (Amendment) Act 1982, which provides that the Court shall, in making a restoration order on the application of a creditor, direct one or more specified members or officers of the company to deliver all outstanding annual returns to the registrar within a specified period.

The names and addresses of the last-recorded officers of the company, according to the CRO register, may be ascertained from CRO Enforcement Unit, Parnell House, 14 Parnell Square, Dublin 1.

Submission of Court Order

An official copy of the Court Order together with the relevant filing fee (€15) should be delivered to the CRO for registration by the creditor as soon as it is available from the Court Office.

The name of the company cannot be restored to the register unless the Order is lodged in a timely fashion with CRO. In practice, this means that an office copy of the Restoration Order must be received by the CRO within three months from the date of its pronouncement by the Judge. If the order is not lodged on time, a fresh restoration application will be necessary.

Dissolution following Liquidation

If a company was dissolved following Liquidation, a court order is necessary to restore the company. The restoration can be made under section 310 of the Companies 1963 within two years of the dissolution. This would have the effect of voiding the dissolution of the company and restoring it to a status of Liquidation.

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