How to Close an Irish Limited Company?

In the dynamic life cycle of a business, closure is an inevitable chapter that many companies face. Whether your Irish Limited Company has flourished over the years or remained inactive without trading, deciding its future is a significant step. As a Director, you may be weighing the options between keeping the company as a dormant entity or permanently closing its doors.

Our comprehensive guide is designed to navigate you through this process. It outlines the essential conditions and procedures for Directors who are considering requesting the Companies Registration Office (CRO) to Strike Off their company from the register. Understanding the right course of action can ensure a smooth and compliant closure, safeguarding your business legacy and personal responsibilities.

The Right to Close an Irish Limited Company

Under Section 731 of the Companies Act 2014, Directors hold the legal right to initiate the Strike Off process for their Irish Limited Company. This process, while straightforward, requires adherence to specific legal procedures and filings. As experienced Chartered Accountants, Incorpro specialises in facilitating this process through our Voluntary Strike-Off service.

At Incorpro, we streamline the closure of your Irish Limited Company, ensuring compliance with all legal requirements. We offer this service, which includes the necessary National Daily Newspaper Advertisement and the CRO Fees, for only €199 + VAT. To start the process of closing your company, simply fill out our Voluntary Strike-Off Form available on our website.

In the following sections, we will delve into how to close an Irish Limited Company step by step. We'll cover the essential requirements and Key Steps to ensure a smooth and legally compliant closure process.

How does a company decide to request a Strike Off?

Deciding to request a Strike Off is a significant move for any company. This process begins when the Shareholders agree, through a Special Resolution (requiring at least 75% of votes), on two key points:

• The company will be struck off the register on grounds that it has either never carried on business or has ceased to carry on business; and
• The company will not carry on business or incur any liabilities pending the Strike Off.

The company has 3 months from the date of the Special Resolution to apply for Strike Off.

The procedure to Strike Off a company voluntarily cannot be used where the company is carrying, or potentially carrying, debts. Specifically, 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 to satisfy this test.
• Not be a party to any ongoing or pending litigation.

In instances where these conditions are not met, Voluntary Strike Off is not an appropriate course of action. Directors in such situations are advised to consult with an Insolvency Practitioner to understand their obligations and explore alternative solutions.

To gain a deeper understanding of how Written Resolutions play an important role in this process, visit our comprehensive Library. You can also find more information about Shareholders and the associated Decision Making and Voting Practices in this section of the Library.

What must a company do before requesting a Strike Off?

Prior to initiating the Strike Off procedure, a company must diligently address several key tasks to ensure a smooth transition. These essential steps include:

1. Make staff redundant and finalise payroll
2. Inform the Revenue Commissioners about the decision to Strike Off the business, including the date of cessation. Prepare and submit all outstanding Tax Returns up to the cessation date and settle any due taxes.
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.

Given the time-sensitive nature of these tasks, it's advisable to start the closure process well ahead of the company's Annual Return Date. If the Annual Return Date has elapsed, the filing of a Form B1 and, where applicable, Financial Statements with the CRO becomes necessary.

Use our Annual Return and CRO Late Filing Tool to check your company's Annual Return Date, Key Dates, and respective filing deadlines, ensuring compliance and avoiding penalties.

Incorpro offers preparing both Annual Returns and Financial Statements. To learn more about Annual Returns, visit our detailed CRO Annual Return Ireland Guidance article, or explore our Library for a wealth of resources.

How does a company request Strike Off?

To initiate a Strike Off, a company is required to file a Form H15 with the Companies Registration Office (CRO) within three months following its Special Resolution to wind up. The Form H15 submission must include the following documents:

1. A Letter of No Objection from the Revenue Commissioners dated not more than 3 months prior to the CRO receiving the H15. The next section will go into detail on how to obtain this letter.
2. The page of a Newspaper Advertisement published in an Irish Newspaper not more than 30 days before the request for Strike Off. (Please refer to the CRO Guidelines for examples of how to layout the Newspaper Advertisement.)
3. Confirmation that all Annual Returns have been filed by the company and relevant fees and any applicable Late Filing Penalties have been paid.
4. Payment of €15 filing fee to the CRO.

All Company Directors must sign and date the Form H15 (in pen) before its submission to the CRO, along with the attachments mentioned above.

Change of Company Name or Registered Address

In cases where a company has Changed Its Name or Registered Address within 12 months prior to applying for Strike Off, the Newspaper Advertisement must reflect both the former and current names and addresses.

To learn more about the whole Strike Off process and how to do it, in-depth information can also be found in our comprehensive Library.

Obtaining a Letter of No Objection from the Revenue Commissioners

Acquiring a Letter of No Objection from the Revenue Commissioners is a critical step in the Strike Off process. To be eligible for this letter, a company must meet several Tax-related criteria:

1. Complete Tax Returns: File all Tax Returns for every period up to and including the company's date of cessation.
2. Settle Tax Liabilities: Ensure that all Tax Liabilities have been met in full.
3. Notification of Cessation: Inform the Revenue Commissioners about the company’s cessation and request the final Tax Returns up to that date on ROS (Revenue Online Service).

Incorpro provides Tax Returns filing services at competitive rates. For more details on our Tax Compliance service, please visit our Tax Compliance Service page.

Once all Tax Returns are filed, the following details should be emailed to [email protected]:

• CRO Number (Mandatory)
• Company Name (Mandatory)
• Tax Registration Number (Mandatory if registered/traded)
• Exact Date of Company Cessation (Mandatory)
• Confirmation Statement indicating the company has no assets or liabilities (Mandatory)
• Non-Trading Confirmation, 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)
• Correspondence Address (Mandatory)
• Telephone Number (Mandatory)
• E-mail Address

Following submission, Revenue will issue a Letter of No Objection to your provided Correspondence Address. For more information, visit Revenue's page on Voluntary Strike Off.

Leveraging Incorpro’s Voluntary Strike Off Service simplifies this process. We handle the filing of your company’s Tax Returns and manage the cessation of Tax Registration. We provide a quote in advance for these services, ensuring transparency and ease in your company's closure process.

Additional Considerations in the Strike-Off Process

What happens after notifying the CRO?

Once the CRO accepts your Form H15, they will mark the company's status as "Strike Off Listed". Subsequently, the CRO publishes a notice in the CRO Gazette about its intention to remove the company from the register. The company will be officially dissolved 90 days after this notice unless there is an objection.

Cancelling the Strike Off Request

Should the company decide to cancel the Strike Off, it must submit a Form H17 to the CRO, accompanied by a €15 filing fee. This cancellation request needs to be made within 90 days from the date the Strike Off notice was published.

Objecting to a Company’s Strike Off

Any individual can object to the Strike Off of a company. This can be done by submitting an objection in Form H16 to the Registrar within 90 days following the Strike Off notice's publication. The objection must specifically state that the criteria for striking off, as previously outlined, have not been met.

To learn more about the whole Strike Off process, much of this information can also be found in great detail in our comprehensive Library.

Can I keep the company open but not trade?

If you choose to keep your company open without trading in Ireland, it's important to meet ongoing Company Law obligations. This includes filing Annual Returns and Financial Statements with the CRO. More information about Annual Returns can be found in our CRO B1 Annual Return Guidance article. Incorpro offers these services for Dormant Companies as well, and if you wish to avail of our service simply fill out our Non-Trading Annual Return Online Form.

Annual General Meetings (AGMs) need to be held and registers should be kept up to date as well. Tax returns need to be filed with the Revenue Commissioners up until the date the company has ceased trading and Tax Registrations should be cancelled. To learn more about the AGMs, visit our extensive Library.

Further Guidance and Assistance

Should you have any queries or require assistance with your Accounting and Tax needs, our dedicated team at Incorpro is here to help. Connect with us by calling 01-4429409, or visit our Contact Page for more ways to get in touch. Stay updated and engaged by following our Social Media Pages on Twitter, Facebook, LinkedIn and Instagram.

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