A company can be dissolved either through liquidation or through the strike-off process. Please also find links to information on Examinership and Receivership.
Dissolved Company Assets: Once a company has been dissolved, the assets of the dissolved company become State property. Where an application relates to Real or Leasehold Property it is dealt with by: The Office of Public Works. Applications in writing to - Property Management Services, The Office of Public Works, Head Office, Jonathan Swift Street, Trim, Co. Meath. Where an application relates to Personal Property this is dealt with by: Property Section, Department of Expenditure & Reform, Government Buildings, Merrion Street, Dublin 2.
Dissolved Company Liabilities: Pre-dissolution liabilities of a company remain as liabilities of the company following its dissolution. Since a dissolved company does not have legal existence, however, the company is required to be restored to the register, in order for a creditor to maintain proceedings in respect of a liability incurred by that company or to enforce a judgment obtained against that company prior to its dissolution. Strikeoff and dissolution of a company does not retrospectively remove the protection of limited liability from that company.
If a company is struck off but the business continues to trade and to incur liabilities post-dissolution, such trade is made in a personal capacity by the individual(s) running the business as the company has no legal existence at the date on which the liability is incurred. It is however possible to restore a dissolved company to the register within 20 years of its dissolution following strikeoff. The Act provides that on restoration, the restored company is deemed to have continued in existence as if it had not been struck off. Where a company is struck off and dissolved and the business continues post-dissolution, the officers and/or members of that company are in a position to apply to have the company restored to the register and if restored, the benefit of limited liability will be retrospectively conferred in respect of the activities of the company for the duration of the period when it was not on the register.
There is one exception to this - section 742 Companies Act 2014 allows for an 'alternative order' to be made whenever a company is restored by the High or Circuit Court pursuant to section 738, which order can make officers of the company liable in whole or in part for any debt or liability incurred while that company was dissolved. It is necessary for a creditor to attend the restoration hearing and to apply for such order to be made by the Court hearing the restoration application. When a company is administratively restored within 12 months of dissolution via section 737 Companies Act 2014 (Form H1), the company is deemed by the Act to have continued in existence as if its name had not been struck off, and there is no possibility of having an 'alternative order' made.
Liquidation involves the dissolution of a company, where its affairs are tidied up and assets realised and distributed to the owed parties. A company can be wound up by:
A liquidator is a person independent of the company. The Act states who can't be the liquidator of a company in a Winding Up rather than who can.
Please see Statutory Declarations page regarding irish forms which must be sworn abroad and may require further authentication.
A company can have a receiver appointed to its property. A receiver is usually appointed over a registered charge or by court order in order to take receipt of an asset to satisfy the monies due to the creditor of the company.
Examinership information is also available. Examinership is where a company is under the protection of the court so that prospects for its survival can be ascertained. If the examinership is unsuccessful, the company is usually placed in Court Liquidation.
A company can be struck off the register both involuntarily and voluntarily.
Please see Restoratation by Administrative Action or Restoration by court order for information on the processes for restoring a company to the register of companies. Since 1st December 2016, companies being restored may have to comply with the Companies Act 2014 requirements regarding company type.
Copyright 2023 Public Office Address: Companies Registration Office, Bloom House, Gloucester Place Lower, Dublin 1. Phone: +(353 1) 8045200
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