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Failure to file an annual return is one of the reasons a company may be involuntarily struck-off the register.

A company is also at risk of strike-off under the following circumstances:

  • where the company receives notice in writing from Revenue that the company has failed to deliver a statement (under section 882 Taxes Consolidation Act 1997 (Revenue strike off).
  • the Registrar has reasonable cause to believe that section 137(1) is not being complied with in relation to the company; (no EEA resident director or bond in place)
  • the company is being wound up and the Registrar has reasonable cause to believe that no liquidator is acting;
  • the company is being wound up and the Registrar has reasonable cause to believe that the affairs of the company are fully wound up and that the returns required to be made by the liquidator have not been made for a period of 6 consecutive months;
  • there are no persons recorded in the office of the Registrar as being current directors of the company.

At present the CRO generally allows up to one year for an annual return to be submitted later before a strike off notice is issued (after the original annual return date). Once the strike off noticed has been issued the company has a final 28 days to submit the return before being struck-off.

A number of consequences of involuntary company strike offs are as follows:

  • The assets of the company become the property of the State on dissolution of the company;
  • Following the strike-off of a company, it ceases to exist as a legal entity as and from the date on which notice of its strike-off is published in the CRO Gazette. The date of this publication is the date on which the company is dissolved pursuant to the Companies Act 2014.
  • The protection of limited liability is lost with effect from that date, and if the business formerly carried on through the company is continued, the owners are trading in their personal capacity;
  • Banks should be unwilling to lend money to an entity which has, effectively, ceased to exist;
  • Directors of such companies are at risk of a disqualification order that may be made against them by the High Court on the application of the Director of Corporate Enforcement

Please feel free to contact Philip Collie [email protected] in our Company Secretarial Department if you require any assistance on the above or any other company secretarial matters.