What happens when a company is dissolved in Ireland?
Once a company has been dissolved its assets are automatically transferred to the government and become property of the state. If the company has been dissolved for less than a year it can be restored quite quickly and cheaply to the register by an administrative restoration. However, if the company has been dissolved for more than 1 year but less than 20 years things become a bit tricker and more expensive and a high court restoration is required.
What does this involve?
The process of company restoration is quite lengthy and intricate and breaks down as follows:
- Update Companies Office Filings - All outstanding Annual Returns and Financial Statements are required to be filed in the Companies Registration Office (“CRO”) together with the payment of all late filing penalties. The CRO will then issue a letter stating that they have no objection to the company being restored.
- Revenue Commissioners – All outstanding Tax Returns are due to be filed together with any outstanding penalties to allow the Revenue to issue a Letter of No Objection
- Preparation and signature of Affidavit & Petition - An Affidavit setting out the facts surrounding the dissolution of the company is prepared as is a Petition seeking the restoration of the company. These documents are sworn before a Commissioner for Oaths by a director of the company. A date for the hearing in the High Court is then sought. And once set, a petition will be served on the Chief State Solicitors Office, on behalf of the Minister for Enterprise and Employment, and the Revenue Commissioners, requesting their letter of no objection to the restoration.
- High Court Hearing – The Affidavit and Petition are presented at the High Court. If the Judge is satisfied that everything is in order, they grant 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/Delivery to Companies Registration Office - Two weeks after the High Court hearing the High Court Office issues the Order restoring the company, and this is delivered to the Companies Registration Office. The Companies Registration Office will then amend their records and the company is finally restored.
Orla is a graduate of Commerce in UCC and was appointed a Fellow of the Institute of Chartered Secretaries and Administrators in 2016.
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