Restoration
Companies Act
CHAPTER 2
Restoration of company to register
Application of Chapter
736. This Chapter applies to a company that has been struck off the register under Chapter 1.
Restoration on application to Registrar
737. (1) On an application by a person specified in subsection (4), the Registrar may restore a company to the register if—
(a) the Registrar has reasonable cause to believe that the strike off of the company has disadvantaged the applicant,
(b) the application is made in the prescribed form,
(c) the application is received by the Registrar within the period of 12 months after the date of dissolution of the company, and
(d) the requirements of subsection (2) have been satisfied within the period of 15 months after the date of dissolution of the company.
(2) Subject to subsection (3), the requirements referred to in subsection (1)(d) are the following:
(a) the Registrar has received from the company all annual returns outstanding, if any, being annual returns prepared in accordance with Part 6 ;
(b) the Registrar is satisfied that section 137 (1) is being complied with in relation to the company; and
(c) the Registrar is satisfied that no notification required by section 149 (8) remains outstanding in relation to the company.
(3) If the ground, or one of the grounds, on which the company had been struck off the register is that referred to in section 726 (b), subsection (2) shall have effect as if the following paragraph were inserted after paragraph (a) of that subsection:
“(aa) the Registrar has received written confirmation from the Revenue Commissioners that they have no objection to the company being restored to the register under this section;”.
(4) The Registrar may restore a company to the register on the application of a person who was a member or an officer of the company at the date of its dissolution.
(5) On the registration of an application under this section and on payment of such fee as may be prescribed, the Registrar shall restore the company to the register and the company shall be deemed to have continued in existence as if it had not been struck off the register.
(6) Subject to any order made by the court in the matter, the restoration of a company to the register under this section shall not affect the rights and liabilities of the company in respect of any debt or obligation incurred, or any contract entered into, by, to, with or on behalf of the company between the date of its dissolution and the date of restoration.
Restoration on application to court
738. (1) On an application in accordance with section 739 by a person specified in subsection (2), the court may order that a company that has been struck off the register be restored to the register if—
(a) the striking off of the company has disadvantaged the applicant,
(b) the application is made within the period of 20 years after the date of dissolution of the company; and
(c) it is just and equitable to do so.
(2) The court may make the order on the application of—
(a) the company;
(b) a creditor of the company;
(c) a person who was a member or an officer of the company at its date of dissolution; or
(d) a person who, at the date of its dissolution, had an entitlement (disregarding any right of the directors to decline to register the person as such) to be registered as a member of the company by virtue of—
(i) the execution, in the person’s favour, of an instrument of transfer of a share; or
(ii) the transmission, by operation of law, to the person of a right to a share.
(3) Subject to a supplementary order made under section 742 (c), the company shall be deemed to have continued in existence as if it had not been struck off the register upon the Registrar receiving a certified copy of the order under subsection (1) within 28 days after the date of its perfection.
Requirements for application to court under section 738
739. (1) An application under section 738 shall be made on notice to the Registrar, the Minister for Public Expenditure and Reform and the Revenue Commissioners.
(2) In the case of an application under section 738 by a creditor, the application shall in addition be made on notice to—
(a) such officers of the company at the date of dissolution whose names are known, or ought reasonably to be known, by the creditor; and
(b) such other members or officers of the company at the date of dissolution as the Registrar, the Revenue Commissioners or the Minister for Public Expenditure and Reform, upon being notified of the application, indicate in writing should be joined as notice parties to the application.
Terms of court order on application under section 738
740. (1) In making an order under section 738 on the application of a member or an officer of the company, the court shall, unless reason to the contrary is shown to the satisfaction of the court, make it a term of the order that the order shall not have effect unless, within a specified period, there is done each of the things (save where it has already been done) that are set out in subsection (2).
(2) Those things are—
(a) all outstanding annual returns in relation to the company are delivered, in accordance with Part 6 , to the Registrar;
(b) all outstanding statements as required by section 882 of the Taxes Consolidation Act 1997 in relation to the company are delivered to the Revenue Commissioners;
(c) the company appoints a director and delivers to the Registrar the notification and consent required by section 149 (8) and (10), respectively, and—
(i) the person so appointed is resident in an EEA state; or
(ii) unless a certificate under section 140 in relation to the company has been granted by the Registrar and is in force, the company provides the Registrar with a bond in accordance with section 137 .
(3) For the avoidance of doubt, subsection (1) requires, unless reason to the contrary there mentioned is shown, the order of the court to specify that a thing set out in subsection (2) is to be done (save where it has already been done) notwithstanding that the ground on which the company had been struck off the register did not relate to that thing.
(4) In making an order under section 738 on the application of a creditor of the company, the court shall direct that, within a specified period (save where the particular thing has already been done)—
(a) there is procured by one or more specified members or officers of the company the delivery by the company of all outstanding annual returns, in accordance with Part 6 , to the Registrar;
(b) there is delivered by such specified members or officers all outstanding statements as required by section 882 of the Taxes Consolidation Act 1997 in relation to the company to the Revenue Commissioners;
(c) such specified members or officers take all reasonable steps to ensure that the company appoints a director and delivers to the Registrar the notification and consent required by section 149 (8) and (10), respectively, and either that—
(i) the person so appointed is resident in an EEA state; or
(ii) unless a certificate under section 140 in relation to the company has been granted by the Registrar and is in force, the company provides the Registrar with a bond in accordance with section 137 .
(5) For the avoidance of doubt, subsection (4) requires the order of the court to specify that a thing set out in that subsection is to be done (save where it has already been done) notwithstanding that the ground on which the company had been struck off the register did not relate to that thing.
(6) In making an order under section 738 on the application of a creditor of the company, the court may award the applicant the costs of the application against the company.
Court order for restoration on application of Registrar
741. (1) On an application by the Registrar in accordance with subsection (2), the court may order that a company that has been struck off the register be restored to the register if—
(a) the application is made within the period of 20 years after the date of dissolution of the company, and
(b) it is just and equitable to do so.
(2) An application under this section shall be made on notice to each person who, to the knowledge of the Registrar, was an officer of the company at the date of its dissolution.
(3) On the making of the order, the company shall be deemed to have continued in existence as if it had not been struck off the register.
(4) In making an order under this section, the court may award the Registrar the costs of the application against the company restored to the register.
Supplementary court orders
742. In ordering that a company be restored to the register under section 738 or 741 , the court may—
(a) except to the extent that the court makes an order under paragraph (c), give such directions as it thinks fit for placing the company and all other persons as nearly as possible in the same position as if the company had not been struck off the register;
(b) direct the company to change its name if the name of the company is too similar to the name of another company already on the register or a name that has been reserved in accordance with section 28 ;
(c) if and to the extent that it thinks fit, order that the officers of the company, or any one or more of them as specified in the order, shall be liable for a debt or liability incurred by or on behalf of the company during the period when it stood struck off the register;
(d) make any other order that it thinks fit.
Meaning of court
743. (1) For the purposes of an application under section 738 or 741 by a creditor or the Registrar, in this Chapter “court” means either the High Court or the Circuit Court.
(2) In the case of an application under section 738 by a creditor to the Circuit Court, the application shall be made to the judge of the Circuit Court—
(a) for the circuit in which the registered office of the company was situated immediately before the company was struck off the register, or
(b) if there was no registered office of the company at that time, for the circuit in which the creditor resides, or
(c) if there was no registered office of the company at that time and the creditor resides outside the State, for the Dublin Circuit.
(3) An application under section 741 to the Circuit Court shall be made to the judge of the Circuit Court for the Dublin Circuit.
Transitional provision for companies struck off register before commencement of this Chapter
744. (1) Subject to subsection (3), sections 736 to 743 shall apply to a company that has been struck off the register under any former enactment relating to companies (within the meaning of section 5 ) before the commencement of this Chapter.
(2) For that purpose—
(a) references in the foregoing provisions of this Chapter to a company that has been struck off the register under Chapter 1 shall be read as references to a company that has been struck off under the former enactment relating to companies (within the foregoing meaning),
(b) references in the foregoing provisions of this Chapter to the date of dissolution of the company shall be read as references to the date of its dissolution under the former enactment relating to companies (within the foregoing meaning), and
(c) the foregoing provisions of this Chapter shall apply with other necessary modifications.
(3) Neither subsections (1) and (2) nor any other provision of this Chapter applies if, before the date of the commencement of this Chapter, an application has been made under any former enactment relating to companies (within the foregoing meaning) to restore the company to the register and, in such a case, that former enactment shall apply notwithstanding the repeal of it by section 4 .
CHAPTER 3
Miscellaneous
Disclosure of information by Revenue Commissioners to Registrar
745. (1) This section applies if the Registrar, for the purpose of exercising any of his or her powers under this Part, is required to determine whether a statement that a company has failed to deliver to the Revenue Commissioners in accordance with section 882 (3) of the Taxes Consolidation Act 1997 has or has not been subsequently delivered to them.
(2) In any case to which this section applies, the Revenue Commissioners may, notwithstanding any obligations as to secrecy or other restriction upon the disclosure of information imposed by or under statute or otherwise, disclose to the Registrar any information in their possession required by the Registrar for making the determination.
The text in italics on this page is sourced from the Irish Statute Book and is re-published under the Licence for Re-Use of Public Sector Information made pursuant to Directive 2003/98/EC Directive 2013/37/EU of the European Parliament and of the Council on the re-use of public sector information transposed into Irish law by the European Communities (Re-Use of Public Sector Information) Regulations 2005 to 2015.