Involuntary strike-off

Companies are not always struck-off voluntarily. Companies can be struck-off involuntarily for the following reasons:

(1) Failure to file annual returns with the Companies Registration Office.

Usually, when the company fails to file two consecutive annual returns, the company is taken through the involuntary strike-off process.

(2) Failure to file statement of particulars with Revenue:

When a company is incorporated, if not immediately registering for taxes, it should file a Form 11F CRO (Click here for form) with Revenue. If this is not done, Revenue can write to the company to demand it. Failure to provide the completed form can lead to the company being involuntarily struck-off.

The implications of involuntary strike-off are:

  • The assets of the company become the property of the State on dissolution of the company;
  • The company ceases to exist as a legal entity with effect from the date of strike-off and dissolution;
  • The protection of limited liability is lost with effect from that date, and if the business formerly carried on through the company is continued, the owners are trading in their personal capacity;
  • Banks should be unwilling to lend money to an entity which has, effectively, ceased to exist;
  • There can also be unpleasant consequences for directors of such companies in that a disqualification order may be made against them by the High Court on the application of the Director of Corporate Enforcement (see http://www.odce.ie/en/court_disqualifications.aspx)

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