When the CRO strikes a company off the register, it ceases to exist as a legal entity. Its assets (if any) vest in the State. Here is how the process works and what it means for directors, creditors, and employees.
Voluntary vs Involuntary Strike-Off
Voluntary strike-off (Section 733) — Directors apply to dissolve the company. The company must have no liabilities, no assets, and not have traded in the previous 3 months. A notice is published in the CRO Gazette giving 30 days for objections.
Involuntary strike-off (Section 726) — The CRO initiates the process, usually because the company failed to file annual returns for two consecutive years. The CRO sends a warning letter, then publishes a notice. If no response is received, the company is dissolved after approximately 6 months.
The Strike-Off Process Timeline
- Warning letter — CRO sends a letter to the registered office
- Strike-Off Listed — Company status changes to "Strike-Off Listed" on the register
- CRO Gazette notice — Published giving notice of intended dissolution
- Dissolution — If no objection, the company is dissolved and removed from the register
Consequences for Directors
- Directors may be restricted from acting as directors for 5 years unless they can show the company's failure to file was not due to their default
- Directors remain personally liable for any debts incurred while knowing the company was being struck off
- The restriction applies to all companies, not just the struck-off one
Consequences for Creditors
Once dissolved, creditors cannot pursue the company for debts. However, they can apply to the High Court to have the company restored to the register within 20 years of dissolution. Restoration revives all liabilities.
Can a Struck-Off Company Be Restored?
Yes. There are two routes:
- Administrative restoration (Section 738) — Available within 12 months of dissolution. The company must file all outstanding returns and pay penalties.
- Court restoration (Section 740) — Available for up to 20 years. Requires a High Court application and is more expensive.
How to Check if a Company Is Facing Strike-Off
Search the company on Businesses.ie. If the status shows "Strike-Off Listed", the CRO has initiated proceedings. Add the company to your watchlist (subscriber feature) to receive alerts if the status changes.
Summary
Strike-off removes a company from the Irish register. It most commonly happens due to failure to file annual returns. Directors face potential 5-year restriction. Restoration is possible within 12 months administratively or 20 years via the courts.