If you have discovered that your company has been struck for whatever reason, we will assist you in the preparation of paperwork including Accounts, Annual Returns and other Forms required to bring the file up to date.
We will guide in the process and partner with your solictor, if required, when a court hearing is held to have the company restored.
Below we set out the requirements and procedures you are required to follow in having a company restored.
A company can be restored to the register of companies in a number of ways depending on the period of time that has elapsed since the company was struck off:
Where a company has been struck off for a period not exceeding 12 months, an application for restoration may be made by the company to the Registrar of Companies.
The format of the application is dependent on the ground upon which the company was struck off i.e. for failure to (a) file an annual return or (b) deliver required particulars to Revenue.
Failure to file a return
Where a company has been struck off voluntarily under section 311 Companies Act 1963 or was struck off under section 12(3) Companies (Amendment) Act 1982 for failure to file annual returns, it may apply for restoration by filing within 12 months of the date of dissolution:
- FORM H1;
- All outstanding annual returns.
It is possible, in circumstances of urgency to expedite the process.
Failure to deliver required particulars to Revenue
Where a company is struck off under section 12A of the Companies (Amendment) Act 1982 (Revenue strike off), a member or officer may apply for restoration by filing within 12 months of the date of dissolution:
- FORM H1R
- Written confirmation from Revenue that all outstanding statements required by section 882 Taxes Consolidation Act 1997 have been delivered to Revenue;
- All outstanding annual returns.
It is possible, in circumstances of urgency to expedite the process.
Administrative restoration is not possible if more than 12 months has elapsed since the date of the company's dissolution.
Where a company or any member, officer or creditor of the company feels aggrieved by the company having been struck off the register, the court may, within 20 years of the date of dissolution of the company, order that the company be restored to the register.
If you require more information please consult your tax advisor or email us at tax@fixmytax.com.
Where a company has been struck off for a period exceeding 12 months, an application for restoration must be made to court.
It is advisable that legal advice be obtained in relation to any proposed application to court for restoration.
High Court restoration applications by company/member/officer
A company that has been dissolved for a period in excess of 12 months and not more than 20 years may apply to the High Court to be restored.
Voluntary strike off
If the company was struck off voluntarily and it is intended to apply to the Court pursuant to section 311(8) Companies Act 1963 to have it restored, the applicant should:
- Obtain a letter from the Registrar and the Chief State Solicitors Office (on behalf of Minister for Finance) stating that there is no objection to the restoration of the company;
- File all outstanding annual returns at the CRO before the restoration application is heard by the Court.
Involuntary strike off
If the company was struck off involuntarily, the application for restoration is made under section 12B(3), Companies (Amendment) Act 1982. The applicant should:
- Obtain a letter from the Registrar and the Chief State Solicitors Office (on behalf of the Minister for Finance), stating there is no objection to the retoration of the company to the register;
- Obtain a letter of no objection from Revenue.
The Registrar will furnish a letter of no objection to an application pursuant to section 12B(3) to restore a company to the register, subject to compliance with the following:
- If all outstanding annual returns (including the accounts which are required to be annexed to same pursuant to the provisions of the Companies Acts 1963-2003) are delivered to the CRO, and same are in order. In this situation, a restoration order will be effective following delivery of same to the CRO.
or
- If all outstanding annual returns (including the accounts which are required to be annexed to same pursuant to the provisions of the Companies Acts 1963-2003) are delivered in final draft format* to the CRO, and same are in order, together with the applicants personal undertaking to file signed returns and accounts in identical form following the making of the restoration order. (See ! below as to the effectiveness of the High Court order in these circumstances.)
A restoration order made by the Court will not have effect unless all outstanding returns (including accounts) are delivered to the CRO within one month from the date of the making of the order. In the event that this is not complied with within this period the company will remain dissolved.
This means that returns (including accounts) must be in their final format, subject only to same being signed (and certified where necessary) in accordance with the requirements of the Companies Acts.
The above documentation ought to be sent to Enforcement Unit, CRO, Parnell House, 14 Parnell Square, Dublin 1.
Finally an official copy of the Court Order restoring the company, together with the €12 filing fee, should be delivered to the CRO for registration by the applicant as soon as it is available from the Court Office. The name of the company cannot be restored to the register unless the Order is lodged in a timely fashion with CRO. In practice this means that an office copy of the Restoration Order must be received by the CRO within three months from the date of its pronouncement by the Judge. If the order is not lodged on time, a fresh restoration application will be necessary.
Circuit/High Court restoration applications by a creditor
A creditor cannot use the H1 or H1R procedure, but may apply to the Court at any time from the date of dissolution of the company (i.e. there is no requirement that the creditor has to wait until the 12 month H1/H1R period has expired before bringing his restoration application) until the expiry of 20 years from the date of dissolution of the company.<//a>
Voluntary strike off
If the company was struck off voluntarily, a creditor may apply to the High Court pursuant to section 311(8) Companies Act 1963 for the restoration of the company. The applicant should obtain letters from:
- Registrar of Companies, and
- Chief State Solicitors Office (on behalf of the Minister for Finance)
stating that there is no objection to the restoration of the company to the register.
Involuntary strike off
If the company was struck off involuntarily, a creditor may apply to the Circuit Court or the High Court pursuant to section 12B(3) Companies (Amendment) Act 1982, and should obtain letters from:
- Registrar of Companies,
- Revenue, and
- Chief State Solicitors Office (on behalf of Minister for Finance)
stating that there is no objection to the restoration of the company to the register.
This letter of no objection from the Registrar will be conditional upon the applicant putting the officers of the company on notice of the application, and in particular of the terms of section 12B(6) Companies (Amendment) Act 1982, which provides that the Court shall, in making a restoration order on the application of a creditor, direct one or more specified members or officers of the company to deliver all outstanding annual returns to the registrar within a specified period. The names and addresses of the last-recorded officers of the company, according to the CRO register, may be ascertained from CRO Enforcement Unit, Parnell House, 14 Parnell Square, Dublin 1.
An official copy of the Court Order together with the relevant filing fee should be delivered to the CRO for registration by the creditor as soon as it is available from the Court Office. The name of the company cannot be restored to the register unless the Order is lodged in a timely fashion with CRO. In practice, this means that an office copy of the Restoration Order must be received by the CRO within three months from the date of its pronouncement by the Judge. If the order is not lodged on time, a fresh restoration application will be necessary.
A company may avail of the fast track process for restoration of a dissolved company provided an officer of the company (the secretary or a director) presents himself/herself at the CRO cash office and remains in the office until such time as all documentation has been examined and processed to restoration.
The following procedures must be adhered to:
- The company officer must present himself/herself to the CRO cashier between 10am and 11 am or between 14:15 and 15:15 with all outstanding documentation and relevant fees;
- The company officer must inform the cashier that he/she wishes to avail of the fast track process;
- The company officer will be asked to complete a form applying for the fast track process (the form will ask for the name of the officer and his/her position in the company);
- The company officer will be required to remain in the CRO until the company is restored to the register. This could mean a wait of up to 2 hours in case any amendments need to be made to the documentation presented or that extra forms need to be completed where company records are not up to date, i.e. Forms B2/B10;
- In the event that extra forms need to be completed extra fees will be payable. Fees are payable by bank draft, cash only or account holder for lodgment of documents;
- If a Form B5 is outstanding, i.e. if the company has increased its issued share capital since the last documentation lodged, the company officer will not be able to avail of the fast track process. Form B5 must first be presented to the Capital Duty Section, Revenue Commissioners, Dublin Castle who will then forward it to the CRO in due course.
Every effort will be made to restore the company to the register provided all documentation is in order or if not, can be amended by the company officer at the counter.
To request FIXMYTAX.com restore your company or to request more information email us at tax@fixmytax.com. Terms and conditions apply.
