The New Act introduces a formal Voluntary Strike-off procedure. Voluntary strike-off is now set in legislation instead of an administrative procedure and there are new prescribed forms under the Act. No voluntary strike-off notices are required to be issued under the new legislation.
Strike-off is not always involuntary. A company that ceases to trade, or has never traded, and has no outstanding creditors can request that the Registrar strike off the company. Under the Companies Act 2014, this procedure has been placed on a formal setting.
Section 731 of the Companies Act 2014 sets out the conditions for the voluntary strike-off application. A company may apply to the Registrar to be struck off the register if the following conditions are satisfied:
Where an application under this section by a company to be struck off the register is made within one year after the date on which the company has changed its name or its registered office (or both), then, as the case may be –
As soon as is practicable after the receipt of an application by a company to be struck off, that
satisfies the conditions, the Registrar shall, by publishing a notice in the CRO Gazette, give public
notice of the Registrar’s intention to strike the company off the register. The CRO Gazette is
published every week on the CRO’s website. The company will be dissolved within 90 days of the date of this notice unless
an objection is received.
An objection to the strike-off, using Form H16 (member of public) or Form H17 (the company itself), must be received within 90 days of the notice in the CRO Gazette. Link to page.Forms CRO
Any person may deliver to the Registrar 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 conditions set out at (a) to (f) above that
have not been satisfied. The period to object ends 90 days after the date of publication of the notice of strike-off. The Registrar will strike off the company if no valid objection is made and the company will be dissolved.
The company may request, by delivering to the Registrar a notice in Form H17, the cancellation of the process of its being struck off the register. The request must be submitted within the 90 days of the date of the publication of the notice of strike-off.
Please refer to Information Leaflet 28 for format of the Advertisement to be used in Voluntary Strike-off Application.
There are several grounds for the strike-off of a company from the register involuntarily. The grounds are:
Companies should note that a company may be struck off the register if it has failed to file an annual return for one year.
The consequences are very serious for a company that is still trading:
In accordance with section 728 of the Companies Act 2014, the registrar may give notice of the Registrar’s intention to strike a company off the register on one of the grounds set out above.
It is the policy of the CRO to issue non-statutory reminder letters to non-compliant companies. These notices are issued by email where an address has been supplied or where the previous annual return was submitted electronically. The strike-off process commences with the issue of the statutory strike-off notice.
The Registrar will send the notice by registered post - to the company at its registered office as recorded on the register or if an individual is recorded in the office of the Registrar as the liquidator of the company, to the liquidator.
The Registrar will also send a copy of the foregoing notice by prepaid ordinary post to such persons, if any, as are recorded in the office of the Registrar as being current directors of the company but non-compliance with this subsection does not affect the validity of the process. The address to which a notice under this subsection is sent shall be the usual residential address, as recorded in the office of the Registrar, of the addressee concerned.
Where a company does not have a registered office notified to the CRO, instead of giving a notice under section 727(1), the Registrar will publish a notice in the CRO Gazette containing the information required by section 728 where -
(a) the company has not, for 20 or more consecutive years, made an annual return as required by section 343; and (b) no notice of the situation of the registered office of the company has been given to the Registrar as required by section 50.
The Registrar’s notice under section 727(1) will -
The date to be specified for the purposes of subsection (1)(f) shall be a date falling not less than 28 days after the date of the notice.
The remedial step to have a company removed from the strike-off process is whichever of the following applies:
If the Registrar has given a notice and the remedial step has not been taken on or before the date specified in that notice, the Registrar may, by publishing a notice in the CRO Gazette that gives public notice of the Registrar’s intention to strike the company off the register. The CRO Gazette is published on the CRO website each week - www.cro.ie. The date shall be a date falling not less than 28 days after the date of publication of the notice.
For more information please go to Leaflet No. 28
Copyright 2016 Public Office Address: Companies Registration Office, Parnell House, 14 Parnell Square, Dublin 1, Eircode: D01 E6W8. DX Number: 145001. Phone: +(353 1) 8045200
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