How to Close a Company in Ireland
Are you thinking of closing your company in Ireland? Whether you want to retire, relocate, or start a new venture, closing a company is not as simple as shutting the doors and walking away. There are legal, financial, and tax implications that you need to consider before you can dissolve your company.
However, with the right guidance and understanding of the steps involved, you can navigate through it smoothly. In this comprehensive guide, we’ll walk you through the process of closing a company in Ireland, focusing on voluntary strike-off, a commonly chosen method for winding up solvent companies.
What are the Options for Closing a Company in Ireland?
There are two main ways to close a company in Ireland. Each option has its requirements, costs, and consequences.
- voluntary strike-off
- liquidation
Voluntary Strike Off
Voluntary strike-off is the simplest and cheapest way to close a company in Ireland. It involves applying to the Companies Registration Office (CRO) to have your company removed from the register of companies.
Once your company is struck off, it ceases to exist as a legal entity and no longer has to file annual returns or accounts. voluntary strike-off offers a relatively straightforward and cost-effective way to dissolve a company.
Generally, it can take up to 3 months to get all the paperwork together and an additional three months for your company to be fully closed, i.e. “dissolved”, once you have filed all the correct paperwork with the CRO and Revenue.
Eligibility Criteria for Voluntary Strike-Off
Before proceeding with voluntary strike-off, it’s essential to ensure that your company meets certain eligibility criteria:
Ceased Trading:
Your company must have ceased all trading activities for at least three months leading up to the application for strike-off.
No Outstanding Liabilities:
There should be no outstanding liabilities, including debts, taxes, or legal obligations. All creditors must be settled, and any assets distributed appropriately.
Consent of Shareholders:
The majority of shareholders must agree to the company’s dissolution through voluntary strike-off.
Tax Compliance:
The company must be up to date with its tax filings and payments to the Revenue Commissioners.
No Legal Proceedings:
There should be no ongoing or pending legal proceedings involving the company.
Steps to Dissolve a Company Through Voluntary Strike-Off
If your company meets the above criteria, you can apply for a voluntary strike-off by following these steps:
1. Hold a board meeting
The first step is to have a meeting of the directors where they vote on whether to close the company or not.
This meeting can be held face-to-face or online, but it has to happen at least three months before you apply for a Voluntary Strike-Off.
The company secretary is usually responsible for taking the minutes of the meeting and preparing all the necessary documents, but you can also hire a company secretarial service, like Peak Accounting Solutions. We will take care of the whole Strike-Off process for you, ensuring that everything is done correctly and efficiently.
By using our company secretarial service, you can be sure that all the legal procedures are followed with accuracy and professionalism, making the process smooth and hassle-free.
2. Ensure all Annual Return filings are up to date
The next step is to check that all your Annual Returns to the CRO are filed and updated. You can use the CRO CORE Search Function to find out your company’s Annual Return Date or contact our Client Services Team for assistance.We are happy to help.
If you have never filed Annual Returns or missed your last Annual Return, you have to file all the outstanding Annual Returns before you can proceed with the Voluntary Strike Off process.
This may be the longest and most expensive part of the process, depending on your situation, so we advise you to get in touch with our Client Services Team as soon as possible so we can help you.
3. Apply for a Letter of No Objection from Revenue
A Letter Of No Objection is a document that shows that the Irish Revenue Commissioner has no problem with you closing your company and that your company has met all its statutory filing obligations.
Some of the reasons why Revenue might object to your application for Voluntary Strike-Off are an unpaid tax bill, late filing penalties, or missing tax returns.
If you need help applying for a Letter of No Objection, you can rely on our professional service. We have helped many companies to get this letter, and we can handle this whole process for you.
4. Place a notice in a daily newspaper
Before we submit your Voluntary Strike-Off application to the CRO, you have to publish an advertisement in a national daily newspaper that announces your intention to close your company.
The advertisement has to be published within 30 days of submitting your Voluntary Strike Off application, so you have to complete all the previous steps before you put this notice in the newspaper.
Once the advertisement is published, you have to keep the original cut-out of the strike-off notice, which will be part of the Voluntary strike-off application to the CRO.
The main thing to remember here is that this is a time-sensitive step and usually the last thing you do before you send all the documents to the CRO.
5. Complete paperwork – Form G1-H1 and Form H15
Prepare the necessary documentation for strike-off, including a completed Form H15 (Application for Voluntary Strike Off) and a letter of no objection from the Revenue Commissioners confirming that all tax matters are in order.
All the directors have to sign Form H15, which states that the company is requesting a Voluntary Strike Off.
The CRO will review your application and, if approved, will publish a notice in the CRO Gazette, stating that your company will be struck off in three months unless an objection is received. If no objection is received, your company will be struck off and dissolved.
Advantages of voluntary strike-off
The advantages of voluntary strike-off are:
- It is quick and easy to apply for.
- It is inexpensive and does not require professional fees.
- It does not affect the personal liability of the shareholders or directors.
Disadvantages of voluntary strike-off
The disadvantages of voluntary strike-off are:
- It is not available for companies that have assets, liabilities, creditors, or ongoing business activities.
- It does not release the company from any debts or obligations that may arise after the strike-off.
- It does not prevent the CRO from restoring the company to the register if there is a valid reason to do so.
Frequently Asked Questions
Are there any alternatives to voluntary strike-off for closing a company?
Yes, there are alternative methods for closing a company in Ireland, such as liquidation or dissolution through court proceedings. The most suitable option will depend on the company’s circumstances, including its financial position and the preferences of shareholders.
How long does the voluntary strike-off process take?
The timeframe for voluntary strike-off can vary depending on factors such as the completeness of documentation and any potential objections. On average, the process typically takes around two to three months from the submission of the application to final dissolution.
Can a company with outstanding liabilities apply for voluntary strike-off?
No, voluntary strike-off is only suitable for solvent companies with no outstanding liabilities. If your company has outstanding debts or obligations, you must address these before proceeding with the strike-off process.
Can a company be restored after being struck off the register?
Yes, it is possible to apply for the restoration of a company that has been struck off the register. However, this process can be complex and may require court intervention, especially if the company was struck off voluntarily. It’s best to seek legal advice if you’re considering restoring a struck-off company.
Ready to close your company in Ireland? Let us help you navigate the process smoothly and efficiently.
If your company has ceased trading and has no assets or liabilities, you can apply for a voluntary strike-off and save on annual fees and compliance costs. But you need to act fast and follow the right steps. Contact us today and we will guide you through the process and handle all the paperwork for you. Don’t miss this opportunity to close your company in Ireland quickly and easily. Get in touch with us now!
