You can apply to restore your Irish company to the register as a director or shareholder. Reasons to restore a company may include the need to release assets from the company or claim a tax overpayment.
There are two methods by which a company may be restored to the Register of Companies depending on the length of time the company has been struck off. Administrative Application and Application to the High Court.
Company Restoration Procedure
Where a company has been struck off and dissolved for a period exceeding 12 month and provided that 20 years has not elapsed from the date of its dissolution, the company or any member may make an application to the High Court for restoration. A restoration application must be made on notice to the Registrar of Companies, the Minister for Public Expenditure and Reform and the Revenue Commissioners, each of whom has various procedural requirements before a letter of no objection to the restoration can be issued.
The Chief State Solicitor’s Office represents the CRO and the Minister for Public Expenditure and the Revenue Solicitor represents the Revenue.
Every company being restored to the register must be in compliance with the provisions of the Companies Act 2014.
Company/Member/Officer & Restoration
A company that has been dissolved for a period of less than 20 years may apply to the High Court to be restored.
The application for court restoration is made under section 738 Companies Act 2014. The director, member or solicitor acting on behalf of the company should submit a letter, signed by a Director of the Company or by a solicitor acting on behalf of a Director of the Company, to Enforcement Section, CRO, requesting confirmation that the Registrar of Companies has no objection to the restoration of the company to the Register.
The Registrar will furnish a letter of no objection to an application pursuant to section 739(1) to restore a company to the register, subject to compliance with the following:
All outstanding annual returns (including the financial statements which are required to be annexed pursuant to the provisions of the Companies Act) are delivered to the CRO, and are in order. Non-trading companies (dormant companies) must submit with each annual return an auditor’s report and a balance sheet reflecting the share capital. Where a company has been struck off following default in compliance with Revenue Commissioner requirements, CRO require written confirmation from Revenue that all outstanding, if any, statements required by section 882 Taxes Consolidation Act 1997 have been delivered to them by the company.
When the annual returns have been filed and checked, a letter of no objection to the restoration application will issue from CRO, subject to the restoration order including a provision that it will lapse unless it is delivered by the applicant to the Registrar of Companies within 28 days after the date of its perfection. In the event that it is not complied with within the period specified, the company will remain dissolved.
A restoration order made by the Court will not have effect unless all outstanding returns, including financial statements, are delivered to the CRO within the period specified in the court order. A certified copy of the court order must be filed within 28 days. In the event that it is not complied with within the period specified, the company will remain dissolved.
Following the lodgement of the court order in the CRO, the company’s designation is changed from “Dissolved” to “Normal”, effective from the date of receipt of the court order in CRO.
Submission of Court Order
A certified copy of the Court Order restoring the company, together with the filing fee, should be delivered to the CRO for registration by the applicant as soon as it is available from the Court Office and within 28 days of its issue.
Company Restoration Form
If you require your company restored please complete our form and we outline our fees and timescale.
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