Company Restoration Procedures in Ireland

Introduction

The Companies Act 2014 introduced a formal procedure for the voluntary strike-off of companies and clarified the steps for their restoration. There is now a simplified process for restoring companies regardless of the strike-off method.

One consequence of a company’s strike-off is that the liability of any director, officer, or member remains enforceable even after dissolution. The High Court has the authority to wind up a company that has been struck off from the register.

Part 1: Methods for Company Restoration

A company can be restored to the register by one of two methods, depending on the time elapsed since its strike-off:

• Administrative Procedure

• Court Proceedings

This guide explains these two methods in detail. All necessary forms and applicable fees are available at www.cro.ie.

Note: Payment for restoration applications must be made via bank transfer. Cheques are not accepted. Annual returns must be filed and paid online.

This document does not provide a legal interpretation of the Companies Act. It is advised to seek professional advice for any related queries.

1.1. Restoration by Administrative Procedure

Companies struck off and dissolved for no more than 12 months may apply for restoration through the Companies Register. This can be done by any officer or member of the company. A separate procedure applies for management companies.

Restoration Process

For companies struck off under the Companies Act 2014, an application for restoration must be submitted within the prescribed timeframe.

The application must be completed using Form H1 and submitted within a year of the company’s dissolution. Supporting documents must be included.

The following requirements must be met within 15 months of dissolution:

1. All outstanding annual returns and financial statements must be filed in accordance with the Companies Act 2014. Payments must be made by bank transfer (including H1s, H10MCs), and online submissions are required for Forms B1 and penalties for late filings. Cheques are not accepted.

If the company was struck off due to tax non-compliance, additional documentation is required.

2. Obtain written confirmation from Revenue that any outstanding obligations under section 882 of the Taxes Consolidation Act 1997 have been satisfied.

Note:

All outstanding returns must be filed, including audited financial statements where applicable. Failure to file on time may result in a loss of audit exemption for the next two returns. Applications for restoration via Form H1 require payment via bank transfer or company account.

If the company’s address has changed, Form B2 must be submitted. Changes to directors or secretaries must be notified using Form B10. Both forms can only be submitted online.

For administrative restoration, the following conditions apply: (a) All outstanding returns must be filed; (b) written confirmation from Revenue must be obtained; (c) compliance with the relevant provisions of the Companies Act must be demonstrated; (d) notifications required by law must be completed.

If administrative restoration is not completed within a year, court proceedings must be initiated.

Note: Cheques from dissolved companies are not valid. Payment must be made via bank transfer or online methods.

1.2. Restoration of Multi-Unit Management Companies

Management companies for multi-unit developments may apply for restoration within six years of dissolution, provided all filing obligations are met.

2. Court Restoration

For companies dissolved for more than 12 months, administrative restoration is not available. However, if no more than 20 years have passed since dissolution, a court application for restoration may be made. This option applies when companies were struck off for failing to file returns or by request of Revenue.

Professional legal advice is recommended for court restoration applications.

Court Restoration Procedure

An application for court restoration must be submitted with notice to the Companies Register, relevant government bodies, and Revenue. Compliance with all legal obligations must be demonstrated.

2.1 Role of Company Members and Officers

Members of a company dissolved less than 20 years ago may apply for restoration through the court. In some cases, administrative restoration may still be available if less than a year has passed since dissolution.

A court application must comply with all required filings and demonstrate compliance with the Companies Act. The Registrar may issue a letter of no objection if conditions are met.

If filing all returns is not feasible before a hearing, a conditional letter of no objection may be issued with specified deadlines for compliance.

2.2 Restoration for Creditors

Creditors of a dissolved company may apply for restoration within 20 years, provided the strike-off occurred due to filing non-compliance, voluntary request, or Revenue action.

3. Restoration and Company Type

Restored companies must comply with the Companies Act 2014 requirements, including changes to their name format if applicable:

• Guarantee companies must add “Company Limited by Guarantee.”

• Limited companies must add “Designated Activity Company.”

• Unlimited companies must include “Unlimited Company.”