Voluntary Strike-Off - Recent Changes

Recently the Companies Registration Office changed the rules in relation to Voluntary Strike-Off. The main changes relate to the amount of assets and liabilities and the issued share capital of the company.

The changes will restrict the option of voluntary strike off for a lot of dormant companies.

What’s involved?

A company that ceases to trade and has no outstanding creditors can request the Registrar to strike off the company by making a formal request on a form H15, provided;

  • The company has ceased trading/has never traded and that it will not re-commence or commence trading, as applicable, in the period prior to its being struck off the register.
  • As at the date of the application:
1. the amount of any assets of the company does not exceed €150
2. the amount of any liabilities of the company (including contingent and prospective liabilities) does not  exceed €150 and
3. the company does not have, and did not have in the previous 3 years, an issued share capital in excess of €150.

Other information that must accompany the request for a Voluntary Strike-Off includes:

  • Any outstanding annual returns and payment of relevant fees and penalties.
  • A letter of no objection from the Revenue Commissioners
  • The entire page of the newspaper containing the advertisement paragraph

The Problem area

While relaxing the rules regarding assets and liabilities the changes have presented a problem for companies having an issued share capital in excess of €150. Where this is the case companies are faced with having to look to the alternate procedure of a members’ voluntary liquidation to have the company dissolved, a more costly procedure. An alternate route of share redemption can be a solution to reducing the issued share capital to €150, however the issue of having to wait 3 years remains. There is a possible solution in looking at the option of converting the company to unlimited status.

Should you have any further queries or require assistance in relation to the Voluntary Strike Off procedure under the new rules please contact Mark Butler or Maura Duffy.

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