Ireland Company Restoration
If a dissolved company still holds assets, or wishes to continue trading, directors or shareholder can apply to have their company restored.
Where a company has been struck off for a period exceeding 12 months, an application for restoration must be made to court.
Provided that 20 years has not elapsed from the date of its dissolution, the company or any member may make an application to the High Court for restoration.
A restoration application must be made on notice to the Registrar of Companies and the Revenue Commissioners, each of whom has various requirements before a letter of no objection to the restoration can be issued.
The Chief State Solicitor’s Office represents the Companies Registration Office and the Revenue Solicitor represents the Revenue.
A certified copy of the court order restoring the company, together with the filing fee, should be delivered to the CRO within 28 days of its perfection and upon receipt by the registrar of the restoration order, the company is deemed to have continued in existence as if it had not been struck off.
Ireland Company Restoration Fees
- Our Assistance Fee to Restore Irish Company – £600
- Irish Government Restoration Fee – €300
- Solicitors Fees – £500
- Chief State Solicitors fee – £320
- Treasury Solicitor Fees – £300
- Revenue Commissioners Solicitors Fees – £320
- Court Fees, Stamp Duty and Oaths Fees – £325
- Barrister Fee – £400
- Our Service Fee for Fast-Track Court Restoration – £600
- Payment of all the outstanding Government Fees
- Payment of all unpaid Registered Agent fees
- Due Diligence Fee – per Director & Shareholder – £80
- Company Search – £64
- Directors Register Maintenance – £120
- Preparation and filing of Annual Returns – £160 per year
- Provision of Registered Office – £320
- Company Secretary – £400
- 1.6 % Transfer fee – for penalties, fees and charges to Ireland – to cover exchange rate changes, bank charges and fees
When all the fees and penalties are paid, the Registrar shall restore the name of the company to the register and upon the restoration the company shall be deemed never to have been struck off.
Legal Costs & Expenses on Company Restoration
- obtain a company search
- obtaining and perusing relevant filings and various related documents
- drafting and completing the documents necessary for the application
- drafting the restoration order
- serving documents and communicating with on the Registrar of Companies
- advertisement if required
- filing the application with the Court if necessary
- attending court hearing
Disbursements or Expenses:
- outstanding filing fees on annual returns
- penalty for late filings and other penalties
- court filing fees
- filing fees to the Companies Registry on the restoration application
Company Restoration Process
A company may be restored to the register on the application of:
• An officer of the company at the date of its dissolution, defined in the Companies Act as a director or secretary.
• A member or person who had an entitlement to be registered as a member at the date of dissolution.
The restoration application will be served on:
• The Registrar of Companies
• The Minister for Public Expenditure and Reform
• The Chief State Solicitor
• The Revenue Commissioners
The application for court restoration is made under section 738 Companies Act 2014. The director or member should submit a letter, signed by a Director of the Company to Enforcement Section, CRO, requesting confirmation that the Registrar of Companies has no objection to the restoration of the company to the Register.
The Registrar will furnish a letter of no objection to an application pursuant to section 739(1) to restore a company to the register, subject to compliance with the following:
All outstanding annual returns, including the financial statements which are required to be annexed pursuant to the provisions of the Companies Act, are delivered to the CRO.
Non-trading companies and dormant companies must submit, with each annual return, an auditor’s report and a balance sheet.
Where a company has been struck off following default in compliance with Revenue Commissioner requirements, CRO require written confirmation from Revenue that all outstanding, if any, statements required by section 882 Taxes Consolidation Act 1997 have been delivered.
A restoration order made by the Court will not have effect unless all outstanding returns, including financial statements, are delivered to the CRO within the period specified in the court order. A certified copy of the court order must be filed within 28 days after the date of the order.
Following the lodgement of the court order in the CRO, the company’s designation is changed from Dissolved to Normal, effective from the date of receipt of the court order in CRO.
Company Directors and Shareholders
When an Irish company is restored, the previous Directors, Company Secretary, Shareholders and Registered Office are automatically assumed to have continued.