Voluntary Strike-Off

Introduction of formal Voluntary Strike-off procedure

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.

Form H15 - Request for Voluntary Strike-off is completed and has a filing fee of €15. Form H15 is usually submitted together with the required resolution of the company (G1-H15) - filing fee €15. H15 and G1-H15 are not the same document. Both the application and the resolution of the company are required. Using our Company Search Facility, you can view company information and document status once a form H15 request has been filed with the CRO.

Conditions for Voluntary Strike-off

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:

  • (a) the circumstances relating to the company are such as to give the Registrar reasonable cause to believe that it has never carried on business or has ceased to carry on business;
  • (b) the company has, within 3 months before the date of the application, by special resolution G1-H15 (special resolution has fee of €15 (paper) or can be completed for free online (at www.cro.ie) - 

 (i) resolved to apply to the Registrar to be struck off the register on the ground that it has never carried on business or has ceased to carry on business; and 
(ii) resolved that pending the determination (or, should it sooner occur, the cancellation, at its request, of this process) of its application to be struck off, the company will not carry on any business or incur any liabilities;

  • (c) the company has delivered to the Registrar all annual returns required by section 343 that are outstanding in respect of the company as at the date of the application;
  • (d) the company has delivered to the Registrar a certificate in the Form H15 (filing fee €15) signed by each director certifying that as at the date of the application -  
  • (i) the amount of any assets of the company does not exceed €150; 
  • (ii) the amount of any liabilities of the company (including contingent and prospective liabilities) does not exceed €150; and 
  • (iii) the company is not a party to ongoing or pending litigation;
  • (e) the Registrar has received from the Revenue Commissioners written confirmation dated not more than 3 months before the date on which the Registrar receives the application that the Revenue Commissioners do not object to the company being struck off the register; and
  • (f) the company has caused an advertisement, in the prescribed form, of its intention to apply to be struck off the register to be published within 30 days before the date of the application in at least 1 daily newspaper circulating in the State. (Newspapers which can be used for the advertisement of the strike-off request - Irish Independent, Irish Daily Mail, Irish Daily Star, Irish Daily Mirror, Irish Times, Irish Examiner, The Herald, The Sun (Irish edition)

VSO Clarification
On foot of requests for clarification regarding assets and liabilities certification for the Voluntary Strike-off request under section 731 Companies Act 2014, a company cannot simply net off the two (assets and liabilities) in a balance sheet exercise to assert that it has "no assets or liabilities in excess of €150". The values for assets and for liabilities in this respect are not a net summation as per a Balance Sheet layout. Only where a company liabilities have been discharged in full and/or written off by its creditors, can a company confirm to the CRO that it has no liabilities. Where its outstanding liabilities (including contingent and prospective liabilities) do not exceed €150, only then is a company able to confirm to CRO that it has no liabilities in excess of €150.
Issued share capital is not to be reckoned when confirming that the amount of the assets of the company do not exceed €150.

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 –

  • (a) the former name of the company, as well as the existing name of the company; or
  • (b) the former address, as well as the current address, of the company’s registered office; or
  • (c) both its former name and the former address of its registered office, as well as the existing name of the company and the current address of its registered office, shall be stated in the advertisement.

Procedure

  • Step One: A special resolution G1-H15 must be passed, resolving to apply to the Registrar for the company to be struck off the register on the ground that it has never carried on business or has ceased to carry on business and has also resolved that pending the determination of its application to be struck off, that the company will not carry on any business or incur any liabilities. The resolution must be made within the 3 months before the application and filed with the CRO. A resolution form G1-H15 is not the same document as the form H15. Form H15 is the formal request for strike-off sent to the Registrar.
  • Step Two: All outstanding annual returns have been filed by the company before the request for strike-off is made and relevant fees and any applicable late filing penalties in respect of such filings have been paid.
  • Step Three: A letter of no objection from the Revenue Commissioners is required to be attached to Form H15 - Request for Strike-off and dated not more than three months before the date of the receipt of this application. 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.
  • Step Four: An advertisement, in the format 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 - Request for Strike-off. This advertisement should appear in a newspaper published not more than 30 days prior to the delivery to the CRO of the application for voluntary strike off. The entire newspaper page (original) on which the highlighted 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. (Photocopies will not be accepted). Please note that a single advertisement may be used to advertise the intention to apply for voluntary strike off of up to a maximum of six companies. In such cases, a separate Form H15 is required for each company. (Newspapers which can be used for the advertisement of the strike-off request - Irish Independent, Irish Daily Mail, Irish Daily Star, Irish Daily Mirror, Irish Times, Irish Examiner, The Herald, The Sun (Irish edition)
  • NOTE: As it can take some time to complete steps 1 and 2 above, the advertisement should not be placed until the company is certain that it will have filed the Form H15, the Revenue letter of no objection and the outstanding annual returns.

EXAMPLE FORMS OF ADVERTISEMENTS TO BE PLACED IN DAILY NEWSPAPER

TYPE 1- For one company.

XY Limited [formerly EFG Limited*], trading as Z, [and formerly having traded as W**], having ceased to trade/never having traded (delete as applicable) having its registered office at [ ] {and formerly having its registered office at [ ]***} and having its principal place of business at [ ], and has 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 his/her powers pursuant to section 733 of the Companies Act 2014 to strike the name of the company off the register.

By Order of the Board

{Name} 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 his/her powers pursuant to section 733 of the Companies Act 2014 to strike the name of the company off the register.

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 his/her powers pursuant to section 733 of the Companies Act 2014 to strike the name of the company off the register.

By Order of the Board

Name of director/secretary (as applicable)

* Where the company has changed its name within the period of 12 months prior to the date of publication of the advertisement, the former name as well as the current name must appear in the advertisement.
** 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, is required to 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 address as well as the current registered office address must appear in the advertisement.

CRO Gazette - Public notice in case of voluntary strike-off

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 Forms page.

Objection to Voluntary Strike-off

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.

Company requests that application be cancelled

The company can request the cancellation of the strike-off, by delivering to the Registrar, notice in Form H17. The request must be submitted within the 90 days of the date of the publication of the notice of strike-off.

Link to Forms page.

Please refer to Information Leaflet 28 for format of the Advertisement to be used in Voluntary Strike-off Application.