Voluntary Strike Off

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A company that ceases to trade and has no outstanding creditors can request the Registrar to strike off the company.

Section 311 Companies Act 1963 (as amended) gives the Registrar power to strike companies off the register. However, it is a discretionary power which he will use only if a director of a company makes a formal request to him on the form H15 to strike the name of his/her company off the register. Form H15 has no filing fee.

Such request is conditional on the following being received:

  • All outstanding annual return and payment of relevant fees and penalties
  • A letter of no objection from the Revenue Commissioners dated within 6 months of the Form H15
  • The entire page of the newspaper containing the advertisement paragraph, photocopies not accepted. NOTE: (the advertisement is placed within four weeks prior to receipt by the Companies Registration of the Form H15).

Step One
All outstanding annual returns must be filed by the company at least two weeks before the request for strike-off is made and relevant fees and any applicable late filing penalties in respect of such filings must be paid.

Step Two
A letter of no objection can be obtained from the Revenue Commissioners.

Step Three
An advertisement, is placed in one daily newspaper published and circulated nationwide in the Republic of Ireland, and attached to Form H15. The advertisement can be published in the Irish Independent, Irish Daily Mail, Irish Daily Mirror, Irish Daily Star, Irish Times, Irish Examiner, Evening Herald or The Sun (Irish Edition).

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This advertisement should appear in a newspaper published not more than four weeks prior to the delivery to the CRO of the application for voluntary strike off. The entire newspaper page on which the advertisement appears should be submitted to the CRO with Form H15, as it is essential that both the name of the newspaper and the date of publication are displayed with the advertisement.

Step Four
A director of the company currently recorded as such with CRO, submits a request for strike-off of the company using Form H15.

As it can take some time to complete steps 1 and 2 above the advertisement should not be placed until these steps have been completed.

Up-to-date Annual Returns
The Registrar strikes off companies voluntarily on a regular basis. Please note that in order to qualify for voluntary strike off, a company must be up to date with its annual filing requirements as at the date it lodges with the CRO an application for voluntary strike off which application satisfies all the requirements set out above. This means that in the event that a voluntary strike off application does not comply with any of these requirements and is returned to the presenter, that company will have to ensure that it is up-to-date with its annual return filing requirements as at the date it re-lodges an application which does satisfy all CRO requirements.

Provided all outstanding annual returns are filed before the complete application for voluntary strike-off is received, no further returns are required to be filed with the CRO. For example, where a company’s Annual Return Date is 30th September and a complete application for voluntary strike-off, that satisfies all the requirements set out above, is received and registered on 10th September, the annual return due to made up to 30th September is not required to be filed.

The strike off process is a lengthy one and the company will be formally asked on two separate occasions, a month apart, if it still wishes to be struck off. The Registrar will then advertise his intention to strike the name of the company off the register and finally, a further month later, the company will be struck off and dissolved.

EXAMPLE FORMS OF ADVERTISEMENTS TO BE PLACED IN DAILY NEWSPAPER

Requirements as of February 2009

Where the advertisement is published within one year after the company has changed its name, the former name as well as the existing name of the company should be included in the advertisement.

Also, any business name being used by the company or which was used by it during the 12 month period prior to the date of publication of the advertisement should be included in the advertisement.

Where the advertisement is published within one year after the company has changed its registered office, the former registered office as well as the existing registered office, must also be included in the advertisement.

TYPE 1- For one company.

XY Limited [formerly EFG Limited], trading as Z, [and formerly having traded as W], having ceased to trade/never traded (as applicable) having its registered office at [ ] and formerly having its registered office at [] and its principal place of business at [ ], and having no assets or liabilities, has resolved to notify the Registrar of Companies that the company is not carrying on business and to request the Registrar on that basis to exercise his powers pursuant to section 311 of the Companies Act 1963 to strike the name of the company off the register.

By Order of the Board

Name of director/secretary (as applicable)

TYPE 2 – For two or more related companies (maximum 6) – (same registered office and same principal place of business)

(a) XY Limited, [formerly ABC Limited], [trading as D], having ceased to trade/never having traded (as applicable) and

(b) VW Limited, [formerly EFG Limited], trading as Z, [and formerly having traded as W], having ceased to trade/never traded (as applicable) both having their registered office at [ ] and formerly having their registered offices at [] and their principal place of business at [ ], and each of which has no assets or liabilities, has each resolved to notify the Registrar of Companies that the company is not carrying on business and to request the Registrar on that basis to exercise his powers pursuant to section 311 of the Companies Act 1963 to strike the name of the company off the register.

By Order of the Board

Name of director/secretary (as applicable)

TYPE 3 – For two or more unrelated companies (maximum 6) – (different registered offices and different principal place of business)

(a) XY Limited, [formerly ABC Limited], [trading as D], having its registered office at [ ] and formerly having its registered office at [] and having its principal place of business at [ ] having ceased to trade/never having traded (as applicable) and

(b) VW Limited, [formerly EFG Limited], trading as Z, [and formerly having traded as W], having its registered office at [ ] and formerly having its registered office at [] and having its principal place of business at [ ] having ceased to trade/never traded (as applicable) and each of which has no assets or liabilities, have each resolved to notify the Registrar of Companies that the company is not carrying on business and to request the Registrar on that basis to exercise his powers pursuant to section 311 of the Companies Act 1963 to strike the name of the company off the register.

By Order of the Board

Name of director/secretary (as applicable)

Voluntary Strike-Off clarification on issued share capital

Update note in respect of the administrative Voluntary Strike-Off scheme operated under s311 CA 1963 by CRO

“On foot of requests for clarification recently from certain accountancy and legal firms, the CRO earlier this year re-published as follows the criteria applicable to a request for Voluntary Strike-Off (VSO) from the companies’ register under the administrative VSO scheme that is operated by the CRO :

The CRO, when clarifying the VSO eligibility criteria earlier this year, took the opportunity to align its administrative VSO scheme with the relevant provision of the draft Companies Bill, Pillar A of which has been recently published by the Department of Jobs, Enterprise and Innovation. In particular, we clarified that that the threshold limits of €150 in respect of assets and liabilities apply separately to these respective headings. That is, the text clarified that where a company has, for example, undischarged liabilities of €40,000 but also has assets of €40,000 (typically “called up share capital not paid” (item B.11.5 in the formats in the scheduled to CAA86) of €40,000), it cannot simply net off the two in a balance sheet exercise to assert that it has “no assets or liabilities in excess of €150”. The values for assets and for liabilities in this respect are not a net summation as per a Balance Sheet layout. Only where a company’s liabilities have been discharged in full and/ or written off by its creditors, can a company validly confirm to CRO that it has no liabilities. Where its outstanding liabilities (including contingent and prospective liabilities) do not exceed €150, only then is a company able to confirm to CRO that it has no liabilities in excess of €150.

In the above example, the company’s undischarged liabilities exceed €150, while its assets also exceed €150. Such a company is not eligible for VSO as it does not satisfy the requirement that it have no assets in excess of €150, nor does it satisfy the separate and independent requirement that the amount of its liabilities (including contingent and prospective liabilities) does not exceed €150.

Issued Share Capital Criterion

A further criterion set out in the voluntary strike off provision contained in Pillar A of the draft Companies Bill, which has also applied to the operation of the administrative VSO scheme, relates to a threshold on issued share capital. This criterion required that in the case of a limited company requesting VSO, the amount of issued share capital for the applicant company could not exceed €150.

After the conditions applying to the CRO VSO scheme were re-published, a number of stakeholders made submissions to the CRO asserting that the fact that the assets and liabilities criteria were now clarified as separate requirements meant that the issued share capital threshold requirement was redundant.  Issued share capital should not have any separate significance if neither the assets nor the liabilities of the applicant company could each exceed €150 at the date of VSO application.

The CRO has considered these submissions and accepts that they have merit. Accordingly, we propose to remove the third qualifying condition for VSO as to issued share capital from the published guidelines in respect of the administrative scheme operated by CRO, and we will clarify that issued share capital is not to be reckoned when confirming (1) that the amount of the assets of the company do not exceed €150 as well when confirming (2) that the amount of the liabilities of the company do not exceed €150. We will amend our administrative Form H15 accordingly. Further, the CRO is focussing efforts on inputting to the forthcoming Companies Bill and will engage in consideration of whether, in putting the VSO scheme on a statutory footing, an appropriate safeguard should be introduced to ensure that redress may be available in the context of any inappropriate use of the VSO procedure, including by the possible application of the “summary approval procedure”, which is utilised in other instances in the Bill, to the VSO procedure. (This may apply to attach personal liability to directors who turn out to have made a false statement in relation to the assets and liabilities of the company at the time of application for VSO).

Please note that if a company applying for VSO is also the owner of a registered business name, the business nameregistration should be ceased by the company before the VSO process is completed. Form RBN3 ought to be completed by such company prior to strike off.  Form RBN3 has no filing fee.  It can also be completed online at www.core.ie.

Finally, it should be noted that it is good practice for a company to have a Members’ Resolution in place sanctioning the application for VSO of a company before a company proceeds to file Form H15 with CRO.”