The Companies Bill 2012 (the Bill) brings together the many diverse provisions in the Companies Acts dealing with strike off and restorations, introduces a clear distinction between voluntary and involuntary strike off and gives voluntary strike off statutory recognition.
The Bill details specific grounds that must exist before a company can be struck off involuntarily and the conditions that need to be satisfied for a company to avail of the voluntary strike off process.
The Bill also sets out the procedure that the Registrar must comply with where he intends to strike a company off the Register. It provides that:
- at the commencement of the strike off process the Registrar should write to the directors of the company enclosing a copy of the strike off notice however non-compliance with this provision does not affect the validity of a notice that otherwise complies with the Bill;
- in the case of involuntary strike off where a company has not taken the remedial step required of it to avoid strike off the Registrar may publish notice in the CRO Gazette of his intention to strike off the company; and
- the Registrar is required to publish notice of the striking off of a company and the company will be considered dissolved on the date of publication of the CRO Gazette.
This section of the Bill is an amended re-enactment of the current legislation regarding the restoration of a company to the Register. As was the case previously the Bill provides for restoration in certain cases on application to the Registrar, and in other cases on application to the court.
The Bill provides that in cases of restoration by application to the Registrar such an application may be made by “a person who was a member or an officer of the company at the date of its dissolution.” This differs from current legislation which provides that an application may be made by a company that “feels aggrieved by having been struck off the Register”.
The provisions in the Bill relating to the restoration of a company on application to the court remain largely unchanged.
These changes are welcome developments, particularly the statutory recognition be given to voluntary strike off. The Bill is intended to make it easier and cheaper to operate a company in Ireland. Practical changes such as this are an example of that aim being put into practice.