Voluntary Strike-Off

Strike-off is not always involuntary. A company that ceases to trade and has no outstanding creditors can request the Registrar to strike off the company.

Section 733 of the Companies Act 2014 gives the Registrar power to strike companies off the register. However, it is a discretionary power which the Registrar will use only if a director/s of a company makes a formal request on the Form H15 to strike the name of his/her company off the register.

All Form H15s must be completed online on CORE, and has a filing fee of €15.

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:

• 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
• the company has delivered to the Registrar a certificate in the Form H15 (filed online with the fee €15) signed by each director certifying that as at the date of the application
(i) The company has passed a resolution dated not more than 3 months prior to the receipt of the H15;
(ii) the amount of any liabilities of the company (including contingent and prospective liabilities) does not exceed €150;
(iii) the company is not a party to ongoing or pending litigation;
(iv) The amount of any assets of the company does not exceed €150.
• the company has delivered to the Registrar all the annual returns required by Section 343 of the Companies Act 2014 that are outstanding in respect of the company as at the date of the application.
(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 (or should it sooner occur, the cancellation, at its request, of this process) of its application to be struck off, the company will not carry on any business or incur any liabilities
• 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;
• 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 one daily newspaper circulating in the State.
• The newspapers which can be used for the advertisement of the strike-off request are:
(1) The Irish Independent
(2) The Irish Daily Mail
(3) The Irish Daily Star
(4) The Irish Daily Mirror
(5) The Irish Times
(6) The Irish Examiner
(7) The Herald
(8) The Sun (Irish edition)

On foot of requests for clarification regarding assets and liabilities certification for the Voluntary Strike-off request under Section 731 of the Companies Act 2014, a company cannot simply net off the two (assets and liabilities) 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 company liabilities have been discharged in full and/or written off by its creditors, can a company confirm to the 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 the CRO that it has no liabilities in excess of €150.

Issued share capital is not to be reckoned when confirming that the amount of the assets of the company do not exceed €150.

Where an application under this section by a company to be struck off the register is made within one year after the date on which the company has changed its name or its registered office (or both), then, as the case may be:

• the former name of the company, as well as the existing name of the company; or
• the former address, as well as the current address, of the company’s registered office; or
• both its former name and the former address of its registered office, as well as the existing name of the company and the current address of its registered office, shall be stated in the advertisement.

• Step One: A special resolution must be passed, resolving to apply to the Registrar for the company to be struck off the register on the ground that it has never carried on business or has ceased to carry on business and has also resolved that pending the determination of its application to be struck off, that the company will not carry on any business or incur any liabilities. The resolution must be made within three months of the application. This resolution must then be included in the relevant section on the Form H15.
• Step Two: All outstanding annual returns have been filed by the company before the request for strike-off is made and relevant fees and any applicable late filing penalties in respect of such filings have been paid.
• Step Three: A letter of no objection from the Revenue Commissioners is required to be uploaded in PDF format to the Form H15 and dated not more than three months before the date of the receipt of this application. This should be requested in writing from:
  National Companies Unit
  Office of the Revenue Commissioners
  Collector General’s Division
  Sarsfield House
  Francis Street
  Limerick
  V94 R972

  See also the Revenue website for more details.

• Step Four: An advertisement, in the format of the sample text below, is placed in one daily newspaper published and circulated nationwide in the Republic of Ireland, and uploaded to the Form H15 – Request for Strike-off in PDF format. This advertisement should appear in a newspaper published not more than 30 days prior to the delivery to the CRO of the application for voluntary strike off. The entire newspaper page (original) on which the highlighted 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. Please bear in mind the PDF copy of the newspaper should be easily readable and the advertisement clearly marked for the CRO. Please note that a single advertisement may be used to advertise the intention to apply for voluntary strike off of up to a maximum of six companies. In such cases, a separate Form H15 is required for each company.

  The Newspapers which can be used for the advertisement of the strike-off request are:

  – The Irish Independent
  – The Irish Daily Mail
  – The Irish Daily Star
  – The Irish Daily Mirror
  – The Irish Times
  – The Irish Examiner
  – The Herald
  – The Sun (Irish edition)
• Note: As it can take some time to complete steps 1 and 2 above, the advertisement should not be placed until the company is certain that it will have filed the Form H15, the Revenue letter of no objection and the outstanding annual returns.

Type 1 – For one company
XY Limited [formerly EFG Limited*], trading as Z, [and formerly having traded as W**], having ceased to trade/never having traded (delete as applicable) having its registered office at [ ] {and formerly having its registered office at [ ]***} and having its principal place of business at [ ], and has no assets exceeding €150 and/or having no liabilities exceeding €150, 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/her powers pursuant to section 733 of the Companies Act 2014 to strike the name of the company off the register.

By Order of the Board

{Name} Director/Secretary (as applicable)

Type 2 – For two or more related companies (maximum 6) with the 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 exceeding €150 and/or having no liabilities exceeding €150, 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/her powers pursuant to section 733 of the Companies Act 2014 to strike the name of the company off the register.

By Order of the Board

{Name} Director/Secretary (as applicable)

Type 3 – For two or more unrelated companies (maximum 6) with 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 exceeding €150 and/or having no liabilities exceeding €150, 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/her powers pursuant to section 733 of the Companies Act 2014 to strike the name of the company off the register.

By Order of the Board

Name of director/secretary (as applicable)

Notes
* Where the company has changed its name within the period of 12 months prior to the date of publication of the advertisement, the former name as well as the current name must appear in the advertisement.
** 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, is required to 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 address as well as the current registered office address must appear in the advertisement.

As soon as is practicable after the receipt of an application by a company to be struck off, that satisfies the conditions, the Registrar shall give public notice of the Registrar’s intention to strike the company off the register by publishing a notice in the CRO Gazette. The company will be dissolved within 90 days of the date of this notice unless an objection is received.

The CRO Gazette is published every week on the CRO’s website.

Please visit the CRO Forms page to access the relevant Forms.

Please note:

• Any voluntary strike off application is at the discretion of the Registrar

As stated, the Registrar will strike off the company after 90 days if no valid objection is made, and the company will be dissolved.

Any person may deliver to the Registrar an objection to the striking off of the company in the Form H16.

Please note : Form H16s cannot be used for involuntary strike-off.

The objection must be confined to the ground that one or more of the conditions for voluntary strike off as set out in Section 733 of the Companies Act 2014.

The period to object ends 90 days after the date of publication of the notice of strike-off in the 1st Gazette.

Should a Form H16 be received, the CRO may contact the applicant and request further information along with the information provided in the H16 form when filed.

If a Form H16 application has been registered, the company must file a new Form H15 if and when the objection has been withdrawn.

A Company may submit a request to cancel their (Form H15) application be struck-off. The company can make the request by delivering to the Registrar notice in a Form H17.

Objections to a strike-off, using either a Form H16 or a Form H17 must be be submitted within the 90 days of the date of the publication of the notice of strike-off in the CRO Gazette.