Possible Recommencement of CRO Involuntary Strike-Off Checks

By Shannon Power, 7^th June 2023

With the onset of the Covid-19 pandemic in 2020, the CRO put all involuntary strike-offs on hold to allow companies time to cope with the effects of the pandemic.

The Registrar of Companies announced in May of 2022 that no further Covid-19 annual return extensions will be granted for Irish companies. There was a record number of nearly 270,000 live companies on the register as a result of the suspension of involuntary strike-offs following worldwide business disruption caused by the pandemic. It was expected that the Companies Registration Office (CRO) would recommence involuntary strike-off checks last Autumn, however, due to IT issues, the new director’s PPSN requirement, & other additional issues.

As we reach the halfway point of 2023, we believe that the CRO is more likely to recommence involuntary strike-off checks in the coming weeks with the PPSN requirement almost in full effect and its resolved IT issues.

Reasons for Being Involuntarily Struck Off the Register

As businesses focus on getting back on track, it is important that they also take the time to ensure their compliance with CRO regulations is up to date in order to avoid an involuntary strike-off. This may relate to their main business or another one that hasn’t been trading much in recent years.

The Registrar of Companies may strike off a company if one or more of the following apply:

• the company has failed to make an annual return.
• where the company receives notice in writing from Revenue that the company has failed to deliver a statement (Form 11F CRO) which it is required to deliver under section 882 Taxes Consolidation Act 1997 (Revenue strike off).
• the Registrar has reasonable cause to believe that section 137(1) is not being complied with in relation to the company; (no EEA resident director or bond in place)
• the company is being wound up and the Registrar has reasonable cause to believe that no liquidator is acting.
• the company is being wound up and the Registrar has reasonable cause to believe that the affairs of the company are fully wound up and that the returns required to be made by the liquidator have not been made for a period of 6 consecutive months.
• there are no persons recorded in the office of the Registrar as being current directors of the company.

We urge all businesses to ensure that they have filed all annual returns to date so that they are prepared for when these checks recommence and to calculate and pay any late annual returns fees that you might have. If you have a late annual return, you could be at risk for involuntary strike-off and immediate action should be taken to avoid possible enforcement by the CRO. Annual returns must be filed electronically using the CRO’s CORE platform or company secretarial software. As a response to this situation, the company secretaries at Company Bureau have launched a free Annual Return Late Fee Calculator to easily calculate the outstanding penalty fees for a late Annual Return. This useful tool was developed with accountants and professional intermediaries in mind and is accessible to everyone.

Company directors who are considered to be ‘late annual return repeat offenders’ will be prosecuted by District Court with a maximum penalty that will not exceed €5,000.

If you have any further questions surrounding the involuntary strike-offs, please do not hesitate to contact the Company Bureau team. Give us a call at +353(0)1 6461625 or fill out our online contact form.

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.