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. Where a company has been struck off for a period not exceeding 12 months, see Administrative Restoration.
Where a company has been struck off and dissolved for a period exceeding 12 months, administrative restoration by the Registrar of Companies is not possible. However, provided that 20 years has not elapsed from the date of its dissolution, the company or any member may make an application to the High Court for restoration where the company was struck off voluntarily at the request of the company, or by any officer or member of the company where the company was struck
off for non-filing of annual returns or at the request of Revenue for non-delivery of a statement to it.
It is advisable that legal advice be obtained in relation to any proposed application to court for restoration.
A restoration application must be made on notice to the Registrar of Companies, the Minister for Public Expenditure and Reform and the Revenue Commissioners, each of whom has various procedural requirements before a letter of no objection to the restoration can be issued. The Chief State Solicitor’s Office represents the CRO and the Minister for Public Expenditure and the Revenue Solicitor represents Revenue.
Payment must be made by bank draft or postal money order. Payment by credit/debit card is accepted at the Public Office in Dublin. Cheques are no longer an accepted method of payment for restoration applications. This also applies to cheques lodged to CRO Customer Account holders
The CRO introduced mandatory electronic filing for the submission of the following documents since 1 June 2017 in accordance with S.I. No. 458 of 2016 and Section 897, Companies Act 2014.: ◾B1 - Annual Return (including financial statements and electronic payment) ◾B2 - Change of registered office ◾B10 - Change of director and/or secretary, or a change in their particulars ◾B73 - Nomination of a new annual return date.
Change of Name/Change of Company Type requirement
Every company being restored to the register must be in compliance with the provisions of the Companies Act 2014. Old unconverted private limited by shares companies become LTD companies and guarantee companies and unlimited companies must be accord with the name requirements imposed by the Act. See Restoration and Company Type for more information.
A company that has been dissolved for a period of less than 20 years may apply to the High Court to be restored. The company will generally opt for administrative restoration when less than 12 months has expired since the company was dissolved, as this is a speedier and cheaper option than a High Court application.
The application for court restoration is made under section 738 Companies Act 2014. The director, member or solicitor acting on behalf of the company 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, CRO, requesting confirmation that the Registrar of Companies has no objection to the restoration of the company to the Register.
The Registrar will furnish a letter of no objection to an application pursuant to section 739(1) to restore a company to the register, subject to compliance with the following:
All outstanding annual returns (including the financial statements which are required to be annexed pursuant to the provisions of the Companies Act) are delivered to the CRO, and are in order. Non-trading companies (dormant companies) must submit with each annual return an auditor’s report and a balance sheet reflecting the share capital. Where a company has been struck off following default in compliance with Revenue Commissioner requirements, CRO require written confirmation from Revenue that all outstanding, if any, statements required by section 882 Taxes Consolidation Act 1997 have been delivered to them by the company.
When the annual returns have been filed and checked, a letter of no objection to the restoration application will issue from CRO, subject to the restoration order including a provision that it will lapse unless it is delivered by the applicant to the Registrar of Companies within 28 days after the date of its perfection. In the event that it is not complied with within the period specified, the company will remain dissolved.
Where good cause is shown why the finalised returns cannot be submitted prior to the court hearing, the Registrar of Companies may issue a letter of no objection which is strictly conditional upon the restoration order sought including a provision that the order will lapse in the event of annual returns and accounts not being delivered by the applicant to the Registrar of Companies pursuant to the Companies Act 2014, within the timeline specified in the order. This letter will clearly state that the CRO is not in receipt of outstanding annual returns and it will be a matter for the court to decide whether or not a restoration order may be made in these circumstances.
A restoration order made by the Court will not have effect unless all outstanding returns, including financial statements, are delivered to the CRO within the period specified in the court order. A certified copy of the court order must be filed within 28 days after the date of perfection of the order. In the event that it is not complied with within the period specified, the company will remain dissolved.
Following the lodgement of the court order in the CRO, the company’s designation is changed from “Dissolved” to “Normal”, effective from the date of receipt of the court order in CRO. Notice of the restoration of the company will be published by CRO in CRO Gazette in due course. A company search carried out at http://search.cro.ie/company/ will also show that the company has been re-instated. The date of re-instatement will also appear on a company printout.
Submission of Court Order
A certified 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 and within 28 days of its perfection.
The name of the company cannot be restored to the register unless the Order is lodged in a timely fashion with CRO. If the order is not lodged on time, a fresh restoration application will be necessary.
1st December 2016 - End of Transition Period
Once the transition period has elapsed on 1st December 2016, any company being restored to the register must be in compliance with the provisions of the Companies Act 2014. Old unconverted private limited by shares companies become LTD companies and guarantee companies and unlimited companies must be accord with the name requirements imposed by the Act. See Restoration and Company Type for more information.
Circuit/High Court restoration applications by a creditor
A creditor cannot use the H1 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 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 Circuit Court/High Court pursuant to section 738 Companies Act 2014 for the restoration of the company. The applicant should obtain letters from:
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 738 Companies Act 2014, and should obtain letters from:
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 740 Companies Act 2014, 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. Please see information leaflet 11 for more information.
The names and addresses of the last-recorded officers of the company, according to the CRO register, may be ascertained from CRO Enforcement Unit, Bloom House, Gloucester Place Lower, Dublin 1.
Submission of Court Order
A certified 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 28 days from the date of its perfection. If the order is not lodged on time, a fresh restoration application will be necessary.
Change of Company Name/Change of Company Type
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 708 of the Companies 2014 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.
All documentation is now been scanned, so please refrain from using binders, dividers, tape etc. when sending material to the CRO. Your cooperation in appreciated in this matter.
Copyright 2017 Public Office Address: Companies Registration Office, Bloom House, Gloucester Place Lower, Dublin 1. Phone: +(353 1) 8045200
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