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.
- 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.
- 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.
- The company places an advertisement of intention to strike off in one national daily newspaper.
- 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.
- 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.
- After 90 days CRO publishes a notice of strike off and the company is removed from the register.