High Court Company Restoration
Companies Office File
The priority is to file all annual returns and accounts and to bring the companies to file up to date. Once these returns have been filed and all outstanding fees and penalties paid the registrar will then issue a letter stating that they have no objection to the company being restored to the register.
All companies applying to be restored to the Companies Office Register (CRO) must now apply for a Letter of no Objection from the Revenue Commissioners.
To enable the Revenue to consider an application we will forward the following documents to the Dissolved Companies Section of the Chief Inspector of Taxes:
- Any outstanding tax returns and statements for the period prior to the dissolution of the company and the period during which the company was dissolved. As if the company had continued to be registered during this period
- Any outstanding returns in relation to Corporation Tax, Income Tax, Capital Gains Tax, Value Added Tax
- Copies of accounts and tax calculations with the tax returns
- An undertaking from the company that any taxes will be paid within one month from the date of the application
The Revenue will not be in a position to consent to the petition unless these matters are complied with prior to the service of the petition.
Preparation and Signature of Affidavit and Petition
Once the letters from the CRO and the Revenue Commissioners have been issued, our solicitor will prepare an affidavit setting out the facts surrounding the dissolution of the company. He will also prepare a petition seeking the restoration of the company. These documents are sworn before a Commissioner for Oaths by a director of the company. A letter from the Chief State solicitors office, on behalf of the Minister for Jobs, Enterprise and Innovation, and the Revenue Commissioners, stating that they have no objection to the restoration is also obtained and attached to the petition. A date for the hearing in the High Court is then sought.
High Court Hearing
Our Solicitors, accompanied by a Barrister attend the High Court and present the affidavit and petition. The judge then grants the petition for the restoration of the company. The legal effect of this is that the company is deemed never to have been dissolved and any acts taken in the company’s name during the time when it was dissolved are valid.
Issue of High Court Order
Two weeks after the High Court Hearing the Court Office issues the Order restoring the company. This is immediately delivered by us to the Companies Registration Office. The registrar then amends the records and a day later the company is restored. The timescale involved from the time the Companies Office register the outstanding documents to the Order being issued is usually around three to six months.
If a shareholder, director or creditor of the company is aggrieved at the company’s strike off, we can apply to the Registrar of Companies for the restoration of the company within 12 months of the strike off. Provided that the Registrar is satisfied that all outstanding documents have been filed and all outstanding fees paid, it can be restored to the register.
When the Registrar restores the company to the register, the company is deemed to have continued in existence as though it had not been struck off.
After the 12 months have expired, any member, officer or creditor of the company can apply to the High Court to have the company restored to the register. Where the Court is satisfied that it would be just to restore the company to the register, the company is deemed to have continued in existence as though it had not been struck off.
Where your company is struck off, we can make an application to the Registrar of Companies to have it restored to the register. The dissolution is the date of publication of the notice striking the company name from the register in the Iris Oifigiúil, the official gazette of the Government of Ireland.
Where your company is struck off under section 12A Companies Act, we can make an application for restoration. All outstanding returns must be filed. Annual returns submitted for years 2000 onward must be accompanied by audited accounts. In addition, written confirmation from the Revenue Commissioners that all outstanding statements required by section 882 Taxes Consolidation Act 1997 have been delivered to them.
We can have a dissolved company restored within a few days by applying to the Companies Registration Office under their FastTrack scheme. We can be appointed joint company secretary so we attend on your behalf.
Alternatively, a company can use the FastTrack process for restoration, provided a director or secretary presents himself to the Companies Registration Office and remains in the office until such time as all documentation has been examined and processed.
- The director or secretary must present himself with all outstanding documentation and relevant fees.
- Amendments may need to be made to the documentation presented or extra forms may need to be completed where company records are not up to date, the officer will be required to remain in the office until the company is restored to the register.
|Our fee for the company search, completion and submission to Companies Registration Office and submissions to the Revenue Commissioners||€360|
|Companies Registration Office filing fee||€300|
|FastTrack attendance (if required) – we will require to be appointed joint company secretary||€400|
In addition to the standard annual return filing fee, a late filing penalty of €100 is levied in respect of late filing returns which are presented for filing to the CRO together with a penalty of €3 per day, for each additional day the return is late subject to a limit of €1,200 per return for each of the first three returns outstanding
Late Fling Penalties:
|Annual Returns||Filing fee||Filing penalty||Penalty capped||Total|
|Stamp Duty and Court fees||€400|
|Chief State Solicitors Office fee||€420|
|Revenue Commissioners Solicitors fee||€530|
|Solicitors and Barrister fees||€2200|