The Companies Act 2014 brings together provisions dealing with the strike off of companies previously disbursed across various Companies Acts, and for the first time puts voluntary strike off on a statutory basis.  Set out below are the conditions which apply to, and the steps to achieve, voluntary strike off.

Conditions

  • The company has never carried on business or has ceased to carry on business.
  • All annual return filings are up to date.
  • The company’s assets do not exceed €150 (issued share capital is not included in this figure).
  • The company’s liabilities (including contingent and prospective liabilities) do not exceed €150.  (note: 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 company’s  liabilities in excess of €150 must  been discharged in full and/or written off by its creditors).
  • The company must obtain a letter of no objection from the Revenue Commissioners.

Steps

  1. The company passes a special resolution to apply to be struck off and that pending such strike off it will not carry on any business or incur any liabilities.
  2. The company places an advertisement of intention to strike off in one national daily newspaper.
  3. No more than three months after the date of the special resolution and no more than 30 days after the date of the newspaper advertisement a Form H15(application for strike off) is completed and signed by every director and filed in the CRO, together with the special resolution, advertisement and Revenue Commissioners’ letter of no objection.
  4. CRO publishes in the CRO Gazette a notice of intention to strike off – any person who objects to the strike off has 90 days from the date of such notice to make such objection.
  5. After 90 days CRO publishes a notice of strike off and the company is removed from the register.