By Sinead Floody, 19th December 2016
In order to keep a dormant (inactive) company in good standing on the Companies Register in Ireland, the Companies Registration Office (CRO) requirements are the same as that of a company that is trading. The Companies Act 2014 states that every company must still file an Annual Return when it falls due each year and must submit a set of financial statements – even if the company has never traded. The company should also hold an Annual General Meeting (AGM) to approve the financial statements. The company must have a secretary and a registered office in Ireland and must keep its statutory registers up-to-date; just as it would have to if it had been trading.
As a regulated Trust and Company Service Provider (TCSP), Company Bureau can help with all aspects of CRO requirements for both dormant and trading companies including acting as the corporate company secretary, providing a Dublin-based registered office address, filing of the annual return and preparation of dormant financial statements. Failure to furnish the CRO with the annual return and financial statements will result in substantial penalty fees accumulating, and sometimes, more importantly, the loss of audit exemption for 2 years. This is the sanction regardless of whether the company has traded or not.
If a dormant company is not required for any purpose, the directors of the company can choose to file for a Voluntary Strike-Off (VSO). This recommended process can begin once the company has less than €150 in assets or liabilities and has closed off all tax heads with the Revenue Commissioners. Company Bureau offers an extensive VSO service which handles the process from start to finish, and also places an advertisement in a national daily newspaper which is a statutory requirement in order to proceed with a VSO.
Reinstating the Dormant Company
A company that has been struck-off for less than 12 months can avail of Company Bureau’s Reinstatement Service which includes both a straight-forward reinstatement and a fast-track option for those under time pressure. If the company has been struck-off for more than one year, Company Bureau can assist with an application to the High Court for reinstatement. This High Court requirement for reinstatement applies to all companies except certain residential property management companies which are dissolved less than six years.
Disclaimer This article is for guidance purposes only. It does not constitute legal or professional advice. No liability is accepted by Company Bureau for any action taken or not taken in reliance on the information set out in this article. Professional or legal advice should be obtained before taking or refraining from any action as a result of this article. Any and all information is subject to change.