How to close an Irish Limited company?

Deciding to close your company

All good things come to an end. This applies to your company whether it had a successful existence or had no use and never traded. You may be trying to decide either to keep the company alive as a non-trading entity or if it is time to close it down. Section 731 of the Companies Act 2014 gives the directors the right to strike off the company and we will look at that process here.
Whatever your reason for deciding to strike off the company, so long as certain conditions are met the directors may choose to request that the Companies Registration Office strike off of the company. Once struck off, the company legally no longer exists and that fact can be checked by searching against the company name at the CRO website
The procedure to strike off a company voluntarily cannot be used where the company is carrying, or potentially carrying, debts. In more detail, that means:
  • The company must have outstanding liabilities (contingent or prospective) of no more than €150. It is not possible to net off the assets with the liabilities in order to satisfy this test.
  • The company must not be party to any ongoing or pending litigation.
In these cases voluntary strike off is not appropriate and you should instead take professional advice about your obligations as a director from an appropriate professional experienced with handling insolvency situations

How does a company decide to request strike off?

In order to strike off the company, the shareholders must pass by way of special resolution (not less than 75% of votes) that:
  1. the company will be struck off the register on the grounds that it has (a) never carried on business or (b) ceased to carry on business; and
  2. the company will not carry on business or incur any liabilities pending the strike off.
Special Resolutions such as this must be notified to the CRO within 15 days of the vote using a Form G1-H15. Separately, the company has 3 months from the date of the Special Resolution to apply for strike off.

What must a company do before requesting strike off?

Before commencing the strike off procedure, there can be a number of items that need to be taken care of. These may include the following:
  1. Making staff redundant and finalise payroll
  2. Notify the Revenue Commissioners of your decision to strike off the business and the date of cessation. Prepare and file all outstanding Tax Returns up to the date of cessation and pay any tax due.
  3. Distribute any business assets between the shareholders. The amount of gross assets of the company cannot exceed €150 on winding up.
  4. Transfer website domain names.
  5. Close the company bank accounts.

How does a company request strike off?

In order to request that the company be struck off, it must file a Form H15 with the CRO within 3 months of its Special Resolution to wind up the company. The Form H15 must include:
  1. A letter of no objection from the Revenue Commissioners dated not more than 3 months before the CRO receive the H15. See below on how to obtain this letter.
  2. Confirmation that the Form G1-H15 has been filed.
  3. The page of a newspaper advertisement published in an Irish newspaper not more than 30 days before the request for strike off. (See the CRO Guidelines for examples of how to layout the newspaper advertisement.
  4. Confirmation that all annual returns have been filed by the company and relevant fees and any applicable late filing penalties have been paid.
  5. A cheque, postal order or bank draft of €15 made payable to the Companies Registration Office
The Form H15 must be signed and dated by all the directors of the company and then posted to the CRO along with the attachments above.

Obtaining a letter of no objection from the Revenue Commissioners

In order to obtain the letter of no objection from the Revenue Commissioners it is necessary that ALL tax returns for ALL periods up to and including the date of cessation be filed and that ALL tax liabilities have been fulfilled. This includes notifying Revenue of the company's cessation and requesting that they make available on ROS the final tax returns up to the date of cessation. Once all tax returns are filed, the following details should be emailed to nationalcompaniesunit@revenue.ie:
  • Company name (mandatory)
  • Companies Registration Office (CRO) number (mandatory)
  • Tax Registration Number (mandatory where company has registered or traded)
  • Exact date of cessation of company (mandatory)
  • A statement to the effect that the company has no assets or outstanding liabilities (mandatory)
  • 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. (mandatory)
  • Address for correspondence (mandatory)
  • Telephone number (mandatory)
  • e-mail address
Revenue will then confirm that they have issued a letter of no objection to the correspondence address. See Revenue's page on Voluntary Strike Off.

What happens after I've notified the CRO?

The CRO will publish a notice in the weekly CRO Gazette its intention to strike the company of the register. The company will then be dissolved within 90 days of this notice unless an objection is received.

Can I cancel the strike off of my company?

The company can request the cancellation of the strike-off, by delivering to the CRO, notice in Form H17 along with the €15 filing fee. The request must be submitted within the 90 days of the date of the publication of the notice of strike-off.

Can I object to the strike off of a company?

Any person may deliver to the Registrar within 90 days of the date of publication of the strike off notice an objection to the striking off of the company in the Form H16. The objection must be confined to the ground that one or more of the strike off requirements above have not been satisfied.