Strike Off
Companies Act
When Registrar may strike company off register
725. (1) Except in the case of an application by a company to be struck off the register, the Registrar may strike a company off the register if—
(a) there exists one or more of the grounds for striking off set out in section 726 — “involuntary strike off”, and
(b) the Registrar has followed the procedure set out in sections 727 , 728 , 730 and 733 (1).
(2) In the case of an application by a company to be struck off the register, the Registrar may strike the company off the register if—
(a) the conditions for striking off set out in section 731 have been satisfied — “voluntary strike off”, and
(b) the Registrar has followed the procedure set out in sections 732 and 733 (2).
Grounds for involuntary strike off
726. The grounds referred to in section 725 (1)(a) are:
(a) the company has failed to make an annual return as required by section 343 ;
(b) the Revenue Commissioners have given a notice under section 882 (3) of the Taxes Consolidation Act 1997 to the Registrar of the company’s failure to deliver the statement required under section 882 of that Act;
(c) the Registrar has reasonable cause to believe that section 137 (1) is not being complied with in relation to the company;
(d) the company is being wound up and the Registrar has reasonable cause to believe that no liquidator is acting;
(e) the company is being wound up and the Registrar has reasonable cause to believe that the affairs of the company are fully wound up and that the returns required to be made by the liquidator have not been made for a period of 6 consecutive months;
(f) there are no persons recorded in the office of the Registrar as being current directors of the company.
Registrar’s notice to company of intention to strike it off register
727. (1) The Registrar may give notice in accordance with section 728 of the Registrar’s intention to strike a company off the register on a ground set out in any of paragraphs (a) to (f) of section 726 .
(2) The Registrar shall send the notice by registered post—
(a) except where paragraph (b) applies, to the company at its registered office,
(b) if the ground for striking off is that set out in section 726 (d) or (e) and an individual is recorded in the office of the Registrar as the liquidator of the company, to the liquidator.
(3) The Registrar shall also send a copy of the foregoing notice by prepaid ordinary post to such persons, if any, as are recorded in the office of the Registrar as being current directors of the company but non-compliance with this subsection does not affect the validity of a notice that otherwise complies with subsection (1); the address to which a notice under this subsection is sent shall be the usual residential address, as recorded in the office of the Registrar, of the addressee concerned.
(4) Instead of giving a notice under subsection (1), the Registrar may publish a notice in the CRO Gazette containing the information required by section 728 if—
(a) the company has not, for 20 or more consecutive years, made an annual return as required by section 343 or the corresponding provision of the Act of 1963, and
(b) no notice of the situation of the registered office of the company has been given to the Registrar as required by section 50 or the corresponding provision of the prior Companies Acts.
Contents of Registrar’s notice to company
728. (1) The Registrar’s notice under section 727 shall—
(a) state that the issue of the notice is the first step in a process that may lead to the company being struck off the register;
(b) state the ground or grounds for striking off being invoked by the Registrar;
(c) state that the company will be dissolved if it is struck off the register;
(d) if subsection (3) applies, set out the information required by that subsection;
(e) specify the remedial step;
(f) specify the date on or before which the remedial step must be taken; and
(g) state that failure to take the remedial step on or before the date so specified may result in the Registrar giving public notice of an intention to strike the company off the register.
(2) The date to be specified for the purposes of subsection (1)(f) shall be a date falling not less than 28 days after the date of the notice.
(3) Except where the ground for striking off is that set out in section 726 (d), (e) or (f), the notice shall also state that each director of the company at the date that the notice is sent is liable for disqualification under section 842 (h) if the company is struck off the register.
Meaning of remedial step
729. For the purposes of sections 728 , 730 and 733 , the remedial step is whichever of the following applies:
(a) in the case of the ground for striking off set out in section 726 (a), the delivery to the Registrar of all annual returns as required by section 343 that the company has failed to make;
(b) in the case of the ground for striking off set out in section 726 (b), the delivery to the Revenue Commissioners of the statement that the company is required to deliver under section 882 (3) of the Taxes Consolidation Act 1997 ;
(c) in the case of the ground for striking off set out in section 726 (c), the provision to the Registrar of evidence that section 137 (1) is being complied with in relation to the company;
(d) in the case of the ground for striking off set out in section 726 (d) or (e), the provision to the Registrar of the details of the liquidator and of up to date periodic statements having been furnished under section 681 ;
(e) in the case of the ground for striking off set out in section 726 (f), the notification to the Registrar under section 149 (8) of the appointment of a director of the company.
Public notice of intention to strike company off register
730. (1) If the Registrar has given a notice under section 727 and the remedial step has not been taken on or before the date specified in that notice for the purposes of section 728 (1)(f), the Registrar may, by publishing a notice in the CRO Gazette that complies with subsection (2), give public notice of the Registrar’s intention to strike the company off the register.
(2) The notice shall—
(a) specify the ground for striking the company off the register;
(b) specify the remedial step;
(c) specify the date on or before which the remedial step must be taken; and
(d) state that, unless that remedial step is taken on or before the date so specified, the Registrar may strike the company off the register and, if the Registrar does so, the company will be dissolved.
(3) The date to be specified for the purposes of subsection (2)(c) shall be a date falling not less than 28 days after the date of publication of the notice.
Conditions for voluntary strike off
731. (1) 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—
(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 prescribed form 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.
(2) 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 referred to in subsection (1)(f).
Public notice in case of voluntary strike off
732. (1) As soon as practicable after the receipt of an application by a company to be struck off that satisfies the conditions set out in section 731 , the Registrar shall, by publishing a notice in the CRO Gazette that complies with subsection (2), give public notice of the Registrar’s intention to strike the company off the register.
(2) The notice shall—
(a) state that the company has applied to be struck off the register;
(b) state—
(i) that any person may deliver to the Registrar an objection to the striking off of the company in the prescribed form; and
(ii) that any such objection must be confined to the ground that one or more of the conditions set out in section 731 have not been satisfied;
(c) specify the period within which such an objection may be delivered to the Registrar; and
(d) state that, unless the Registrar has received—
(i) an objection to the striking-off of the company within that period, being an objection that the Registrar sustains; or
(ii) a request for the cancellation of the process of strike off in accordance with subsection (4);
the Registrar may strike the company off the register and, if the Registrar does so, the company will be dissolved.
(3) The period to be specified for the purposes of subsection (2)(c) shall be the period ending 90 days after the date of publication of the notice.
(4) Within the period specified for the purposes of subsection (2)(c), the company may request of the Registrar, by delivering to the Registrar a notice in that behalf in the prescribed form, the cancellation of the process of its being struck off the register.
Striking off (involuntary and voluntary cases) and dissolution
733. (1) If the Registrar has given a notice under section 730 and the remedial step has not been taken on or before the date specified in that notice for the purposes of section 730 (2)(c), the Registrar may strike the company off the register.
(2) If the Registrar has given a notice under section 732 and—
(a) no objection referred to in section 732 (2)(b) has been delivered to the Registrar within the period specified in that notice for the purposes of section 732 (2)(c) or the Registrar is of opinion that there is no reasonable basis to such an objection that has been so delivered, and
(b) the company has not requested, in accordance with section 732 (4), the cancellation of the process of its being struck off the register,
the Registrar may strike the company off the register.
(3) The Registrar shall publish in the CRO Gazette a notice of the striking of a company off the register.
(4) The company is dissolved on the date of publication by the Registrar of the notice in the CRO Gazette of its being struck off the register and that date is referred to subsequently in this Part as the “date of dissolution”.
Effect of removal and dissolution
734. (1) The liability, if any, of a director, other officer or a member of a company that has been dissolved under section 733 (4) shall continue and may be enforced as if the company had not been dissolved.
(2) Nothing in this section or in section 733 shall affect the power of the court to wind up a company that has been struck off the register or dissolved under that section.
(3) For the purposes and the purposes only of—
(a) an application for the restoration of the company to the register under section 737 or 738 , or
(b) in so far as is necessary for the making of such an application (or the doing of anything required by or under Chapter 2 to be done consequent on the making of it),
a company shall be deemed not to have been dissolved under section 733 .
(4) Subsection (3) shall not be read as authorising the dealing with, or the exercising of control over, any property that has become the property of the State pursuant to Part III of the State Property Act 1954 .
Power of Director to obtain information
735. (1) Where a company has been struck off the register under section 733 (1) on any of the grounds set out in section 726 (a) to (c), the Director may, by notice to the directors of the company, require those persons to produce to the Director a statement of affairs of the company in accordance with this section.
(2) The persons to whom a notice is sent under subsection (1) shall, within the period specified in the notice in that behalf, produce to the Director a statement of affairs of the company that complies with subsection (3).
(3) The statement of affairs shall—
(a) be in the prescribed form (if any);
(b) be verified by an affidavit;
(c) contain the following information in respect of the company as at the date of dissolution:
(i) particulars of its assets, debts and liabilities;
(ii) the names and addresses of its creditors;
(iii) particulars of securities given by the company, including the name of the secured creditor in each case and the date on which the security was given;
(iv) such further or other information as may be prescribed or that the Director may reasonably require.
(4) On the application of the Director, the court may require a person who has made a statement under subsection (2) to appear before it and answer on oath any question relating to the content of the statement.
(5) A person who fails to comply with subsection (2) shall be guilty of a category 3 offence.
Strike off and restoration
Power of Registrar to strike PLC off register
1124. (1) In addition to the cases mentioned in section 725 , a PLC may be struck off the register in the circumstances and under the conditions specified in the following provisions.
(2) Where a PLC, registered as such on its original incorporation, has not been issued with a certificate under section 1010 within one year after the date on which it was registered, the Registrar may employ the following procedure.
(3) That procedure consists of there being sent by the Registrar, by registered post, the notice referred to in subsection (5) to the PLC at its registered office.
(4) The Registrar shall also send a copy of the foregoing notice by prepaid ordinary post to such persons, if any, as are recorded in the office of the Registrar as being current directors of the PLC but non-compliance with this subsection does not affect the validity of a notice that otherwise complies with subsection (3); the address to which a notice under this subsection is sent shall be the usual residential address, as recorded in the office of the Registrar, of the addressee concerned.
(5) The Registrar’s notice referred to in subsections (3) and (4) shall—
(a) state that the issue of the notice is the first step in a process that may lead to the PLC being struck off the register;
(b) state the ground for striking off being invoked by the Registrar, namely, that the PLC has not been issued with a certificate under section 1010 within one year after the date on which it was registered;
(c) state that the PLC will be dissolved if it is struck off the register;
(d) specify the remedial step, namely the procuring by the PLC of the issue to it of a certificate under section 1010 ;
(e) specify the date on or before which that certificate must be issued to the PLC; and
(f) state that failure to have that certificate issued to it on or before the date so specified may result in the Registrar giving public notice of an intention to strike the PLC off the register.
(6) The date to be specified for the purposes of subsection (5)(e) shall be a date falling not less than 28 days after the date of the notice.
(7) If the Registrar has given a notice under subsection (3) and the remedial step referred to in subsection (5)(d) has not been taken on or before the date specified in that notice for the purposes of subsection (5)(e), the Registrar may, by publishing a notice in the CRO Gazette that complies with subsection (8), give public notice of the Registrar’s intention to strike the PLC off the register.
(8) The notice referred to in subsection (7) shall—
(a) specify the ground for striking the PLC off the register, namely, that the PLC has not been issued with a certificate under section 1010 within one year after the date on which it was registered;
(b) specify the remedial step, namely the procuring by the PLC of the issue to it of a certificate under section 1010 ;
(c) specify the date on or before which that remedial step must be taken; and
(d) state that unless that remedial step is taken on or before the date so specified the Registrar may strike the PLC off the register and, if the Registrar does so, the PLC will be dissolved.
(9) The date to be specified for the purposes of subsection (8)(c) shall be a date falling not less than 28 days after the date of publication of the notice.
(10) If the Registrar has given a notice referred to in subsection (8) and the remedial step referred to in paragraph (b) of that subsection has not been taken on or before the date specified in that notice for the purposes of paragraph (c) of that subsection, the Registrar may strike the PLC off the register.
(11) section 733 (3) and (4), section 734 and sections 738 to 743 shall apply to a PLC which has been struck off the register in accordance with subsection (10) as those provisions apply to a company struck off the register in accordance with section 733 (1).
Reinstatement as PLC confined to company which had such status before dissolution
1125. Where a company has been dissolved under this Act or under any of the prior Companies Acts, it may not be restored to the register as a PLC unless it was a PLC immediately before such dissolution.
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.