There are two forms of company strike off involving striking the company off the Register of Companies at the Companies Registration Office (CRO)-voluntary and involuntary.
It is important to understand the difference.
Voluntary strike off
Section 311 of the Companies Act 1963 allows the Registrar of Companies to remove companies from the Registrar as part of an administrative voluntary strike off scheme operated by the Companies Registration Office (CRO).
To request a strike off a company director must file a request on a form H15 requesting removal and the power to strike off is a discretionary one.
Voluntary Strike Off Criteria
To avail of the voluntary strike off mechanism a company must
- Have ceased trading or never traded
- The assets of the company must not exceed €150
- The liabilities of the company must not exceed €150
- Have filed all annual returns and paid any outstanding penalties up to the date of application for strike off
- Obtain a letter of No Objection from the Revenue Commissioners (dated within 6 months of the application)
- Advertise it’s intention to be struck off in a national newspaper within 6 weeks prior to the application.
This voluntary strike off procedure, whilst relatively straightforward, is slow and the Registrar of Companies will write to the Company on two separate occasions a month apart to confirm the request for strike off.
The Registrar of Companies must then advertise her intention to strike off the company and a month after this advertisement the company will be struck off and no longer exist.
Consequences of strike off
It is important to note that a company that is struck off, whether voluntarily or involuntarily ceases to exist as a legal entity.
If this occurs then a company which continues to trade could have far reaching and serious consequences for company directors such as-
- Company property becomes property of the State on dissolution
- Directors may be held personally liable for company debts as limited liability protection no longer exists
- Possible application by the Director of Corporate Enforcement to have the directors disqualified or restricted as directors.
Involuntary strike off
Involuntary strike off of companies can occur in number of different scenarios. Involuntary strike off is looked at in greater detail elsewhere on this site.