Annual Return Default I
The CRO can strike off companies for failure to make annual returns. If a company has failed to make one or more annual returns, the CRO may notify it, that unless all returns are made within one month, the company will be struck. The company may be struck off unless cause is shown to the contrary, within a limited time period.
The notice by the CRO states that unless all outstanding returns are made within one month, a notice will be published in the Gazette with a view to striking off. After the time limit expires, the Registrar may strike off the company unless good reason to the contrary is shown.
Unless the returns are received, or an answer is given to the effect that the company is not carrying on business, a notice will usually be published in the Gazette. One month after publication, the company is struck off. Notice of the strike off is published in the Gazette. Upon publication of the notice of strike off, the company is dissolved.
Annual Return Default II
There is a similar procedure which may commence if a company does not make the requisite return to the Revenue within 30 days of commencing to trade. If the return is not made, the Revenue may give notice to the CRO. Where the Registrar receives notice, it may write to the company stating that unless the returns are made within one month, the procedure for striking off will commence.
Where a company is struck off, the directors and controllers have no principal and may be personally liable for obligations which they undertake. The court may wind up the company.
- which is no longer carrying a business;
- if it is being wound up and no liquidator has been appointed;
- if it has been wound up, and liquidator’s returns have not been made for a six month; or
- if it does not have at least one Irish director.
A company which commences to carry out a trade must make a return to the Revenue giving details of its trade and other matters within 30 days. A company may be struck off for failing to make this return.
The requisite return requires
- the name of the company;
- the registered office;
- address and principal place of business;
- the name of secretary;
- date of commencement of the trade;
- details of the nature of the trade profession or business;
- the dates to which accounts are made up; and
- other information as required by Revenue.
Revenue Return for External Companies
Where a company is incorporated in the State but is not tax resident, it must notify certain details to the Revenue. The company must furnish details of its place of residence and details of the ultimate beneficial owners of the company.
Where a company is neither resident nor incorporated in the State, but carries on a business or trade profession within it, it must furnish details to the Revenue of
- its place of business;
- name of its agent, manager, factor or representative in the State; and
- date of commencement of a trade, profession or business in the State.
The Revenue may notify the CRO if the obligation has not been complied with. The CRO may initiate a procedure for strike off, by writing to the company giving notice that it will be struck off unless the requisite returns are made within one month.
An application can be made to reinstate a company that has been struck off. A shareholder or creditor may apply.
Notice must be given to the Revenue, the Minister Department of Finance and the CRO. The outstanding annual returns must be made up to date. Outstanding Revenue requirements must be dealt with.The application must be notified to persons who have been directors within the previous 20 years.
Once the company is reinstated, it is deemed retrospectively never to have been struck off. Where a company is restored, the court may make orders as seem just with a view to placing the company and other persons in the same position, in which they would have been, if it had not been struck off. Officers may be relieved from personal liability for transactions entered after strike off.
A court order for restoration must be delivered to the CRO within three months, in order to effect reinstatement. Where a reinstatement order has been made, the court may make an order specifying that the officers are to be liable for the whole or part of any debt incurred during the period when it was struck off.
The CRO may restore a company within 12 months of it being struck off. After that, the restoration must be by way of an application to the court. A longer period is allowed for owners’ management companies in multiunit residential development.
All outstanding returns must be made. Confirmation must be available from the Revenue Commissioners the that outstanding returns have been delivered to them.
References and Sources
Companies Act 2014 S.725 – S.745 (Irish Statute Book)
Companies Act 2014: An Annotation (2015) Conroy
Law of Companies 4th Ed. (2016) Ch.27 Courtney
Keane on Company Law 5th Ed. (2016) Ch.29 Hutchinson
Other Irish Sources
Tables of Origins & Destinations Companies Act 2014 (2016) Bloomsbury
Introduction to Irish Company Law 4th Ed. (2015) Callanan
Bloomsbury’s Guide to the Companies Act 2015 Courtney & Ors
Company Law in Ireland 2nd Ed. (2015) Thuillier
Pre-2014 Legislation Editions
Modern Irish Company Law 2nd Ed. (2001) Ellis
Cases & Materials Company Law 2nd Ed. (1998) Forde
Company Law 4th Ed. (2008) Forde & Kennedy
Corporations & Partnerships in Ireland (2010) Lynch-Fannon & Cuddihy
Companies Acts 1963-2012 (2012) MacCann & Courtney
Constitutional Rights of Companies (2007) O’Neill
Court Applications Under the Companies Act (2013) Samad
Company Law – Nutshell 3rd Ed. (2013) McConville
Questions & Answers on Company Law (2008) McGrath, N & Murphy
Make That Grade Irish Company Law 5th Ed. (2015) Murphy
Company Law BELR Series (2015) O’Mahony
Companies Act 2006 (UK) (Legilsation.gov.uk)
Statute books Blackstone’s statutes on company law (OUP)
Gower Principles of Modern Company Law 10th Ed. (2016) P. and S. Worthington
Company Law in Context 2nd Ed. (2012) D Kershaw
Company Law (9th Ed.) OUP (2016) J Lowry and A Dignam
Cases and Materials in Company law 11th Ed (2016) Sealy and Worthington
UK Practitioners Services
Tolley’s Company Law Handbook
Gore Browne on Companies
Palmer’s Company Law