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Ireland Company Dissolution – Voluntary Strike Off

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,

An Irish Company may be voluntarily struck off the register if the assets and liabilities are no more than €150.

Voluntary strike-off is the easiest and fastest way to have your company dissolved.

Company Dissolution fee

The fee is €540, with the additional cost of a newspaper announcement (a legal requirement) costing around €140.

Process for Irish Company Dissolution

We can carry out all necessary steps on your behalf to ensure your company is closed correctly in the fastest possible timeframe in accordance with the Irish Companies Act 2014.

The required steps to have the company voluntary struck-off in are:

  • Filing of all outstanding Annual Returns so they are up to date
  • File the annual Report and Accounts
  • Payment of relevant fees and penalties
  • Draft a Director’s statement that the company has ceased trading or has never traded and has no assets or liabilities
  • Draft minutes of Board Meeting for directors and shareholders consent to the dissolution of the company
  • Send a statement of dissolution to the Irish Revenue Commissioners requesting a letter of no objection
  • Advertise in an Irish national daily newspaper
  • Preparation and filing of form H15 with the Companies Registration Office

Once we submitted the above, it takes approximately 4 to 6 weeks for the company to be struck off the register.

Advantages of Voluntary Dissolution

  • It is a quick and clean removal of a dormant or zero liability company from the Companies House Register.
  • Dissolution is a lot less costly than liquidation in terms of fees and expenses.
  • It avoids formal investigation into the conduct of the directors as required in liquidation or receivership.

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 delivered to the Registrar a Form H15 certificate 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;​
  • (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, 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 of its application to be struck off, the company will not carry on any business or incur any liabilities;
  • (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)

Closing up a Company

If a company has ceased trading, or has never traded and is not going to do so it should be removed from the Register of Companies.

For three reasons:

  • You may be due a tax refund when closing the company.
  • A company, whether trading or not, has to file an Annual Return with the Registrar of Companies with a set of accounts.
  • Directors of a company that do not file the Returns with the Companies Office on time, leave themselves open to a potential fine by the Companies Office €2000 plus late filing fees which are enforced and are costly and unnecessary.

If you have decided to wind up your company it is important to start the process as soon as possible as winding up a company can take up to 6 weeks.