Closing an Ireland Company – Ireland Company Dissolution

An Irish Company can request that the Registrar strike off the company, under the Companies Act 2014, if it has no outstanding creditors and if the assets and liabilities are not more than €150.

Voluntary strike off is the easiest and fastest way to have your company dissolved.

There are many reasons a company may need to file for liquidation beyond simply ceasing trading or maybe not even getting started.

Other reasons include a retirement, merging with another company or being acquired.

Irrespective of the reason, it is very important to take the necessary steps to dissolve the company correctly, don’t just leave it and walk away.  As a Director you need to comply with regulations as well as protect yourself from potential risk and fines.

Ireland Company Dissolution fees

Ireland Voluntary Strike-Off fee:

• €1000 – including Strike off and Newspaper Announcement
• Company Search €40 – at the Registry so we can advise the CRO penalty fees and filings
• Annual Returns €240 – Preparation and filing of outstanding Annual Returns
• There are also additional Audit and accounting fees

Ireland Members Voluntary Liquidation fee:

• from £2000 – including the appointment of a licensed liquidator

Irish Company Dissolution

We can carry out all necessary steps on your behalf to ensure your company is closed correctly in the fastest possible timeframe in accordance with the Irish Companies Act 2014.

In Ireland there are two options the Voluntary Liquidation and Voluntary Strike off.

Members Voluntary Liquidation

A Members Voluntary Liquidation is a process used to wind up solvent Irish companies that have ceased trading or are dormant. If your company selects Members Voluntary Liquidation option for dissolution overdue accounts and annual returns are not required.

The Members Voluntary Liquidation route can be done even when annual returns are overdue. Accounts would not be required in this instance.

Members voluntary liquidation is initiated by the shareholders and there is no creditor involvement. A Declaration of Solvency must be signed by the directors stating that the company can pay any remaining debts in full within 12 months. The company is dissolved following completion of the liquidation.

Voluntary Strike off

Under the Companies Act 2014 a company may apply to the Registrar to be struck off the register.

The required steps to have the company voluntary struck-off are:

• Filing of all outstanding Annual Returns so they are up to date
• File the annual Report and Accounts
• Payment of relevant fees and penalties
• Draft a Director’s statement that the company has ceased trading or has never traded and has no assets or liabilities
• Draft minutes of Board Meeting for directors and shareholders consent to the dissolution of the company
• Send a statement of dissolution to the Irish Revenue Commissioners
• The Registrar has received a letter of no objection confirming the Revenue Commissioners do not object to the company being struck off the register
• The company has advertised its intention to apply to be struck off the register which was published in at least 1 daily newspaper circulating in the State
• Preparation and filing of form H15 with the Companies Registration Office
• The company has by special resolution resolved to apply to the Registrar to be struck off the register on the ground that it has never carried on business or has ceased to carry on business; and resolved that pending the determination of its application to be struck off, the company will not carry on any business or incur any liabilities
• The company has delivered to the Registrar a certificate signed by each director certifying that the amount of any assets of the company does not exceed €150, the amount of any liabilities of the company does not exceed €150, and the company is not a party to ongoing or pending litigation

Company’s Corporate Enforcement Bill 2021

This new bill will pass into Law this year –

One target is all the insolvent companies involuntary struck off – Directors can no longer walk away-

Section 819 Restriction of directors of insolvent companies

On the application of a person referred to in section 820(1) and subject to subsection (2), the court shall declare that a person who was a director of an insolvent company shall not, for a period of 5 years, be appointed or act in any way, directly or indirectly, as a director or secretary of a company, or be concerned in or take part in the formation or promotion of a company, unless the company meets the requirements set out in subsection (3).

The court shall make a declaration under subsection (1) unless it is satisfied that—

(a) the person concerned has acted honestly and responsibly in relation to the conduct of the affairs of the company in question, whether before or after it became an insolvent company,

Benefits of Dissolving your Irish Company

If a company has ceased trading, or has never traded and is not going to do so, it should be removed from the Register of Companies.

Having your Ireland company voluntarily dissolved rather than struck off by Companies House Registrar has many advantages:

• Maintains the company’s directors and shareholders reputation for future business ventures
• Your Irish company, whether trading or not, has to file an Annual Return with the Registrar of Companies with accounts
• Directors of a company that do not file the Returns with the Companies Office on time, leave themselves open to a potential fine by the Companies Office €2000 plus late filing fees which are enforced and are costly and unnecessary
• It avoids formal investigation into the conduct of the directors as required in liquidation or receivership
• You may be due a tax refund when closing the company

If you have decided to wind up your company it is important to start the process as soon as possible as winding up a company can take up to 6 weeks.