Companies Unit Functions
Company Restorations
The consequences of strike-off/dissolution for a company are serious and these include:
- It ceases to exist as a legal person,
- If it continues to trade, its shareholders and officers are trading without the protection of limited liability,
- The assets of the company are vested in the Minister for Finance and are therefore the property of the state by virtue of Section 28 of the State Property Act, 1954.
Companies that wish to continue trading and deal with their assets will therefore require restoration to the register. The procedure will depend on how long has elapsed since dissolution viz. less than 12 months or in excess of 12 months. There is no provision to restore a company that has been dissolved in excess of 20 years.
A company that has been dissolved for a period of less than 12 months, as a result of strike off by CRO, may apply to the CRO for restoration pursuant to Section 311(A) of the Companies Act, 1963 without recourse to the courts. Form H1 (Fee 300.00 €s) to be submitted to the Registrar of Companies. The application can be made by a member or officer of the company.
Where struck-off for failure to deliver required particulars to the Revenue Commissioners the following criteria apply:
Form H1R (Fee €300.00) together with written confirmation from Revenue that company has complied with Sec 882 TCA 1997 (submitted Form 11F CRO). This documentation to be submitted before the expiration of 12 months from the publication in Iris Oifigiuil of the notice striking the company name off the register.
A company that has been dissolved for a period in excess of 12 months and not more than 20 years may be restored to the register by way of a petition to the High Court by an officer, member or creditor of the company. The notice parties to the petition are the Companies Office, the Chief State Solicitors Office, the Minister for Finance, State Property Section and the Revenue Commissioners. In the case of the Revenue, true copy petitions must be served on both the Revenue Solicitor and the Company Restoration Section, Companies Unit.
Before the Revenue Solicitor can issue a letter of no objection to the application on behalf of the Revenue Commissioners, all outstanding returns under all taxheads for both the pre-dissolution period and the period of dissolution, together with accounts and computations to vouch the returns must be submitted and service of the Motion, Petition and Affidavit completed. The affidavit of the petitioner must contain averments that (a) the outstanding returns have been made and are in order and (b) the petitioner undertakes on his/her own behalf and on behalf of the company to pay all outstanding taxes within one month of the restoration order being granted. The company remains unrestored until the order is delivered (to the Registrar of Companies) within three months from the date of the granting of the order by the court.
Creditor's Petition:
A creditor can apply to the High Court or Circuit Court to have a company restored at any time from date of dissolution until the expiry of 20 years.
Voluntary Strike-Off
Under Section 311 of the Companies Act 1963, a company that ceases to trade and has no outstanding creditors can request the Registrar of Companies to strike-off the company. As part of the process of Voluntary Strike-Off, the company has to provide a letter of no objection from the Revenue Commissioners.
Application for the letter of no objection, irrespective of the company's registered and/or business address should be made in writing to the Companies Unit, at the above address and should include the following information:
- Company Name
- CRO Number
- Tax Registration Number
- Exact date of cessation. If the company has never traded, the application should confirm that the company is not or was not in receipt of any income which would give rise to a liability under the taxes acts.
- A statement to the effect that the company has no assets or outstanding liabilities.
The letter of no objection should only be requested when tax returns for all periods up to and including the cessation date have been filed and processed and no tax liabilities remain outstanding.
Once issued, the letter of no objection is valid for 6 months.
For more information regarding the issue of letter of no objection you can contact the Companies Unit at phone number 01 8655000 Ext: 32989 / 32991 / 32993 / 32994 / 32995 / 32997. Alternatively you can email to citycoy@revenue.ie
Application for Statement under Section 44(5) Companies (Amendment) (No. 2) Act 1999
Section 43 Companies (Amendment) (No. 2) Act 1999 states that a company incorporated in the state must have at least one director resident in the state and, in the absence of this prerequisite, must provide for a bond in the sum of €25,395. Section 44 of that Act provides that a bond is not required if the company holds a certificate from the Registrar of Companies stating that the company has a real and continuous link with one or more economic activities that are being carried on in the state. The Registrar will only grant such a certificate on receipt of proof of such a link. A statement from the Revenue Commissioners that they have reasonable grounds to believe that the company has such a link shall be deemed to be such proof. Applications for a statement under Section 44(5) should, in all cases, include details of the nature and duration of the link and the nature of the economic activity being carried on in the state. The statement is invalid if application for a certificate is not made to the Registrar of Companies within a period of 2 months from the date of same.
Form 11F CRO (Statement of Particulars)
Every company which is incorporated in the state or which commences to carry on a trade in the state, must supply certain information to the Revenue Commissioners:
- Within 30 days of commencing to carry on a trade' profession or business in the state, or
- Within 30 days of a material change in information already provided, or
- Within 30 days of the giving of a notice to the company by an inspector to provide such information. In this instance, the fully completed form should be returned irrespective of whether company details have already been supplied to a Revenue Office or it is intended to supply such details at some time in the future.
The information required is set out in 
Form 11F CRO - Statement of Particulars (PDF, 71KB) - and the relevant legislation is contained in Section 882 Taxes Consolidation Act 1997.
