Why is this an important topic?
Given the current economic climate I thought it might be apt to do a video on closing down a company. Hopefully none of you have to do this but if you do really have to, hopefully I can save you some money. The process itself is actually quite simplistic, assuming the company does have debts or potential debts and you can in theory do this yourself and save a bit of money in the process.
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Some caveats that may prevent you from doing this:
- The procedure to strike off a company voluntarily cannot be used where the company is carrying, or potentially carrying, debts. In more detail, that means: The company must have outstanding liabilities (contingent or prospective) of no more than €150. It is not possible to net off the assets with the liabilities in order to satisfy this test.
- The company must not be party to any ongoing or pending litigation.
- In these cases voluntary strike off is not appropriate and you should instead take professional advice about your obligations as a director from an appropriate professional experienced with handling insolvency situations.
OK – if none of the above applies to you, then follow these steps:
1) The first thing you should do:
Shareholders have to pass a “Special Resolution” (>75% of votes) that:
(1) the company will be struck off the register on the grounds that it has either
(a) never carried on business or
(b) ceased to carry on business; and
(2) the company will not carry on business or incur any liabilities pending the strike off.
The company then has 3 months from the date of the Special Resolution to apply for strike off.
2) Ensure the following is complete:
- All tax returns filed with Revenue
- All tax liabilities paid to Revenue
- Transfer title of assets (e.g. website domain)
- Pay everyone the company owes money to (not more than €150)
- Ensure final payroll complete and staff paid
- Distributed balance of assets to owners
- Close company bank accounts
3) Get your taxes filed and paid (all of them)
- Corporation Tax & 46G
- All periods’ returns are up to date and filed
- All taxes, penalties, surcharges and interest fully paid up
Also ensure that your CRO filings are up to date
- B1 Annual Return
- Financial Statements
If there are fees or penalties outstanding, these must be fully paid up also.
4) Get a “Letter of No Objection” from Revenue.ie
Send an email to: firstname.lastname@example.org with the following details:
- Company Name
- CRO number
- Tax Registration Numbers
- Date of Cessation of business
- Printed statement that the company has no assets or outstanding liabilities
- Confirmation that the company is not or was not in receipt of any income which would give rise to a liability under the taxes acts (if never traded)
- Address, telephone number and email
5) Let everyone know by advertising the strike-off in a daily national newspaper:
Within 30 days before the request for Company Strike Off you have to put an advertisement in a national daily newspaper.
Here are some examples:
Irish Independent Irish Times Irish Examiner
Irish Daily Mail Irish Daily Mirror Evening Herald
Irish Daily Star The Sun
6) File Form H15 with CRO within 3 months
Form H15 has to be signed and dated by all Company Directors and must also include:
- Letter of No Objection (dated not more than 3 months before the CRO receive the H15).
- Confirmation that the Form G1-H15 has been filed.
- The page of a newspaper advertisement published
- Confirmation that all annual returns have been filed by the company and relevant fees and any applicable late filing penalties have been paid.
- A cheque, postal order or bank draft of €15 made payable to the CRO.
7) FREQUENTLY ASKED QUESTIONS:
What happens after Form H15 is filed?
The CRO will publish a notice in the weekly CRO Gazette of its intention to strike the company off the register. The company will then be dissolved within 90 days of this notice unless an objection is received.
Can I cancel the strike off of my company?
Yes – you need to request the cancellation of the strike off. This can be done by delivering Form H17 and €15 to the CRO. (must be submitted within the 90 days of the date of the publication of the notice of strike off).
Can I object to the strike off of a company?
Yes – anybody can in fact, if it’s within 90 days of the strike off notice – this can be done by filing Form H16 with CRO. The objection must be confined to the ground that one or more of the strike off requirements was not satisfied.
Uh-oh. I need to strike my company off voluntarily but I’m still unsure what to do!
Talk to your accountant – or even better, get some advice from us!
So there you have it – hopefully the whole company strike-off thing is a little more clear and a little less scary to you. [/restrict]