Involuntary Company Strike Off-Potentially Serious Consequences for Company Directors

The striking off of a company from the Register of Companies can be voluntary or involuntary.

company-strike-off
Company strike off can be messy for directors

Elsewhere on this site you can read about the voluntary strike off scheme; in this piece we will take a look at involuntary strike off of a company and how to restore it to the register of companies.

Serious consequences

When a company is struck off the Register of Companies it is dissolved and no longer exists.

This means that

  • Company directors could be held personally liable for debts of the company incurred after strike off;
  • Limited liability protection no longer exists;
  • The company’s property becomes the State’s property.

Involuntary strike off

Involuntary strike off can happen if the Registrar of Companies strikes off for failure to file returns for example; the Revenue Commissioners can also apply to have a company struck off.

If the company has been struck off for less than 12 months then it can apply to the Registrar to have the company restored.

However if the company has been struck off for more than 12 months then an application will have to be made to the High Court to have the company restored to the Register.

This can be a costly exercise.

When making this application by way of Petition you will have to notify

  • The Registrar of Companies
  • The Chief State Solicitor’s Office
  • The Revenue Commissioners
  • The Revenue solicitors
  • The Minister for Finance.

As in the case of the voluntary strike off scheme a restoration application can only be made where all returns are up to date and all penalties and late filing fees paid.

The first step in the application is to obtain a Letter of No Objection from the Companies Registration Office.

Then the application to the High Court will have to be made and if successful the Order of the High Court permitting restoration of the company must be served on the Registrar of Companies within 3 months.

The application to the High Court will be by way of Petition and will involve a grounding affidavit, notice of motion and petition. If successful a further Letter of No Objection will need to be obtained-this time from the Revenue Commissioners.

Conclusion

Company strike off and restoration can be a costly exercise, particularly where an application to the High Court is necessary and all company returns will need to be brought up to date and penalties paid as a starting point.

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