By Niamh Ward, 2nd November 2021
If an Irish company has been dissolved for longer than 12 months but less than 20 years, an application must be made to the High Court to reinstate the company. An application to restore a company to the register can be made by the company itself, a member of the company or a creditor of the company. If a High Court restoration is needed, it is advisable that legal advice is obtained prior to attempting to have the company reinstated.
Restore a Company that was dissolved within the last 12 months
If a company has been dissolved for less than 12 months, the application for restoration does not need to be submitted to the High Court and can be submitted to the Companies Registration Office (CRO) directly. Any outstanding Annual Returns will need to be filed as necessary. If any changes are to be made to the company such as the company name or a change of company directors, these changes will need to be submitted with the application for restoration. This application must be received by the CRO within 12 months of the date of dissolution i.e., if the dissolution date is 12.02.2021 then application must be received by no later than 11.02.2022.
High Court Restorations
A High Court restoration can be applied for by a company that has been dissolved for more than 12 months and less than 20 years. There are several steps involved in the High Court restoration processes such as submitting a notification of intent to restore the company to:
- The Registrar,
- the Minister for Public Expenditure and Reform,
- and the Revenue Commissioner.
It should be noted that all outstanding Annual Returns and Financial Statements must be filed prior to the company being restored, so it is recommended that these are prepared and ready to file once the application process has begun. By way of practical example, if a company has been struck off for 19 years there would be 19 years’ worth of Annual Returns and Financial Statements to be submitted to the CRO in order to be able to restore the company.
Please Note: If any changes to the company are required these should be filed at this time. This may include changing the company name, updating the registered office address, and/or director changes. Also, if a Company was dissolved prior to 2016 then the company must submit to the CRO an amended constitution compliant with The Companies Act 2014. All other compliance obligations will apply to the company once it has been restored, such as the filing to the Register of Beneficial Ownership.
Once all accounts and returns are filed the application then goes to the High Court for review and approval and if granted the court order then is submitted to the CRO and the Company is restored.
The restored company is then free to trade as normal and unless otherwise requested by the company the Annual Return Date will be the same as previously filed returns.
Restore a Company as a Creditor
It is also possible to restore a Company as a Creditor under Sector 738 of The Companies Act 2014. This process will differ slightly depending on whether the company was voluntarily or involuntarily struck from the register.
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.