High Court Company Restoration

Companies office file

The priority is to file all annual returns and accounts and to bring the companies files up to date. Once these returns have been filed the registrar will then issue a letter stating that they have no objection to the company being restored.

Revenue commissioners

All companies applying to be restored to the Companies Office Register must now apply for a Letter of no Objection from the Revenue Commissioners.

To enable the Revenue to consider an application we will forward the following documents to the Dissolved Companies Section of the Chief Inspector of Taxes:

• Any outstanding tax returns and statements for the period prior to the dissolution of the company and the period during which the company was dissolved. As if the company had continued to be registered during this period
• Any outstanding returns in relation to Corporation Tax, Income Tax, Capital Gains Tax, Value Added Tax
• Copies of accounts and tax calculations with the tax returns
• An undertaking from the company that any taxes will be paid within one month from the date of the application

The Revenue will not be in a position to consent to the petition unless these matters are complied with prior to the service of the petition.

Preparation and signature of affidavit and petition

Once the letters from the CRO and the Revenue have been issued, our solicitor will prepare an affidavit setting out the facts surrounding the dissolution of the company. He will also prepare a petition seeking the restoration of the company. These documents are sworn before a Commissioner for Oaths by a director of the company. A letter from the Chief State solicitors office, on behalf of the Minister for Enterprise, Trade and Employment, and the Revenue Commissioners, stating that they have no objection to the restoration is also obtained and attached to the petition. A date for the hearing in the High Court is then sought.

High court hearing

Our Solicitors, accompanied by a Barrister attend the High Court and present the affidavit and petition. The judge then grants the petition for the restoration of the company. The legal effect of this is that the company is deemed never to have been dissolved and any acts taken in the company's name during the time when it was dissolved are valid.

Issue of high court order

Two weeks after the High Court Hearing the Court Office issues the Order restoring the company. This is immediately delivered by us to the Companies Registration Office. The registrar then amends the records and a day later the company is restored. The timescale involved from the time the Companies Office register the outstanding documents to the Order being issued is usually around three to six months.

Late filing fees

In addition to the standard annual return filing fee, a late filing penalty of €100 is levied in respect of late filing returns which are presented for filing to the CRO together with a penalty of €3 per day, for each additional day the return is late. Companies can face a substantial penalty. Therefore the Registration Office decided to cap the late filing penalty by charging a maximum of three years on a restoration application.