Court Order Restoration

Where a company has been struck off for a period exceeding 12 months, an application for restoration must be made to court. It is advisable that legal advice be obtained in relation to any proposed application to court for restoration. Where a company has been struck off for a period not exceeding 12 months, please see Administrative Restoration.

Where a company has been struck off and dissolved for a period exceeding 12 months, administrative restoration by the Registrar of Companies is not possible. However, 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 where the company was struck off voluntarily at the request of the company, or by any officer or member of the company where the company was struck off for non-filing of annual returns or at the request of Revenue for non-delivery of a statement to it.

A restoration application must be made on notice to the Registrar of Companies, the Minister for Public Expenditure and Reform and the Revenue Commissioners, each of whom has various procedural requirements before a letter of no objection to the restoration can be issued. The Chief State Solicitor’s Office represents the Companies Registration Office (CRO) and the Minister for Public Expenditure and the Revenue Solicitor represents Revenue.

Since 1 June 2017, in accordance with S.I. No. 458 of 2016 and Section 897 of the Companies Act 2014, the CRO introduced mandatory electronic filing through CORE for the following documents:

• Form B1 – Annual Return (including financial statements and electronic payment)
• Form B2 – Change of registered office
• Form B10 – Change of director and/or secretary, or a change in their particulars
• Form B73 – Nomination of a new annual return date.

 
Payment for a Court Order must be made by bank draft or postal money order.

Cheques are no longer an accepted method of payment for restoration applications. This also applies to cheques lodged to CRO Customer Account holders.

Change of Name/Change of Company Type requirement
Every company being restored to the register must be in compliance with the provisions of the Companies Act 2014. Old unconverted private limited by shares companies become LTD companies and guarantee companies and unlimited companies must be accord with the name requirements imposed by the Act. See Restoration and Company Type for more information.

File Online

Company/member/officer & restoration
A company that has been dissolved for a period of less than 20 years may apply to the High Court to be restored. The company will generally opt for administrative restoration when less than 12 months has expired since the company was dissolved, as this is a speedier and cheaper option than a High Court application.

The application for court restoration is made under Section 738 Companies Act 2014. The director, member or solicitor acting on behalf of the company should submit a letter, signed by a Director of the Company or by a solicitor acting on behalf of a Director of the Company, to the CRO’s Enforcement Section 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) Companies Act 2014 to restore a company to the register, subject to compliance with the following:

• All outstanding annual returns together with the financial statements which are required to be annexed to same pursuant to the provisions of the Companies Act 2014. These financial statements must relate to an individual financial year and may not be amalgamated with the accounts for another financial year or years and must be in order.
• Non-trading companies (dormant companies) must submit with each annual return an auditor’s report and a balance sheet reflecting the share capital. 
• 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 to them by the company. When the annual returns have been filed and checked, a letter of no objection to the restoration application will issue from CRO, subject to the restoration order including a provision that it will lapse unless it is delivered by the applicant to the Registrar of Companies within 28 days after the date of its perfection. In the event that it is not complied with within the period specified, the company will remain dissolved.

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 perfection of the order. In the event that it is not complied with within the period specified, the company will remain dissolved.

Following the lodgment 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. 

Submission of Court Order
A certified copy of the Court Order restoring the company, together with the €15 filing fee, should be delivered to the CRO for registration by the applicant as soon as it is available from the Court Office and within 28 days of its perfection.

Restoration of old Companies
Since the transition period elapsed on 1st December 2016, any company being restored to the register must be in compliance with the provisions of the Companies Act 2014. Old unconverted private limited by shares companies become LTD companies and guarantee companies and unlimited companies must be accord with the name requirements imposed by the Act.

See Restoration and Company Type for more information.