How to close a Limited Company in Ireland
To close a Limited Company in Ireland, you need to go through a process called “Voluntary Strike-Off.” This process involves holding a board meeting, completing paperwork from the Companies Registration Office (CRO) and Revenue, and filing up to date financial accounts with the CRO.
In general, it can take up to 3 months to get all paperwork together and an additional 3 months for your company to be fully closed, i.e. “dissolved”, once you have filed all the correct paperwork with the CRO and Revenue.
If you are thinking about closing your company, we understand that you may want to get it closed as easily and quickly as possible. This guide can help you to understand the complexities around closing a company in Ireland and to help you through the Voluntary Strike-Off process.
Here we explain the criteria you must meet before closing a company in Ireland, the process of Voluntary Strike-Off and provide insight into what you can expect when you go through this process. If at any point you need our help, reach out to our Client Services Team and we are happy to assist you.
Criteria for Voluntary Strike-Off
If you need help understanding your requirements before you close your company in Ireland, talk to our Client Services Team and we’re happy to talk to you about your needs.
Limited Companies in Ireland can apply to the Companies Registration Office (CRO) for Voluntary Strike-Off if they:
- Have stopped/ceased trading or have never traded
- Don’t intend to start or resume trading
- Have paid off any outstanding debts to creditors
- Don’t have any assets or liabilities exceeding €150
- If all Annual Returns are filed and up to date with the CRO
Other factors to consider before closing down:
- Make sure staff are informed, made redundant, and payroll is finalised
- Close any website domains
- Close the company bank account
- Inform your clients and suppliers
The process of closing a company in Ireland
We go through each of these points in more detail below, but if you need help at any stage, reach out to our Client Services Team. We are here to offer our support and guidance.
1. Hold a Board meeting
This is where the directors take a vote on closing the company.
This process can be done in person or remotely but must take place no more than 3 months before you make your application for Voluntary Strike-Off.
Usually, the company secretary takes the minutes of the meeting and prepares all the paperwork required, but you can outsource this company secretarial duty to a professional, like Accountant Online. We take care of the whole Strike-Off process, so you have peace of mind that it is done correctly.
2. Fill in the Form G1-H15 & Form H15
If the vote to close the company has passed, then the Form G1-H15 must be completed by one of the company directors, to confirm that the Board meeting took place and the directors have agreed to close the company.
All directors need to sign the Form H15 which confirms that the company is requesting Voluntary Strike Off.
Note that although these are collected at the start of the process, they can only be sent to the CRO once the next steps are completed.
If you have questions at any stage of the process, our team is here to help. Reach out to our Client Services Team today for more support on closing your company in Ireland.
3. Ensure all Annual Return filings are up to date
The next step is to ensure that all your Annual Returns to the CRO are filed and up to date. Use the CRO CORE Search Function to check your company’s Annual Return Date or talk to our Client Services Team about your situation and we are happy to help.
If you have never filed Annual Returns or if you have missed your last Annual Return, you cannot proceed with the Voluntary Strike Off process until all missed Annual Returns are filed.
Depending on your situation, this may be the longest and most costly part of the process, so reach out to our Client Services Team as soon as possible so we can support you.
4. Apply for a Letter Of No Objection from Revenue
A Letter Of No Objection states that the Irish Revenue Commissioners is satisfied that your company is up to date with its statutory filing requirements and that it has no objection to you closing your company.
Reasons why Revenue may object to your application for Voluntary Strike-Off include: an outstanding tax bill, unpaid late filing fees, or outstanding tax returns.
If you’re not sure how to apply for a Letter of No Objection, rest assured that you can outsource this process to professional. We have helped many companies to apply for this letter and we can take care of this whole process for you. We understand that closing your company is a big decision and we are here to make sure that everything runs smoothly and efficiently.
5. Place a notice in a daily newspaper
This is the final step before you send your Voluntary Strike Off application to the CRO. It is an advertisement in a national, daily newspaper that states your intention to close your company.
The advertisement should be published no more than 30 days before you submit your Voluntary Strike Off application so it’s important that all the previous steps are complete before you place this notice in the newspaper.
Once the advertisement is published, you need to keep the original cut-out of the strike-off notice, and this will be included in the Voluntary Strike Off application to the CRO.
The main thing to remember here is that this is a time-sensitive step and usually the last thing you do before you send all the paperwork to the CRO.
For more information on this step, reach out to our Client Services Team and we’re happy to help.
6. Send all paperwork to the CRO
Here is a checklist for the Voluntary Strike Off application:
- Completed Form G1-H15 signed by one of the directors and dated within 3 months of the application being submitted.
- Completed Form H15 signed by all the directors and dated within 3 months of the application being submitted
- A PDF copy of the Letter Of No Objection from Revenue dated within 3 months of the application being submitted
- The original cut-out of the strike off notice from a daily newspaper dated within 30 days of the application being submitted.
Note that all these documents need to be sent to the CRO at the same time, and before your next Annual Return Date. If you go past your next Annual Return date, you will be required to submit the Annual Return and Financial Statements.
Frequently Asked Questions
What happens once you close a company in Ireland?
- Strike Off Listed – Once all the relevant filings have been made and are accepted by the CRO, your company’s status will change to “Strike-Off Listed” on the CRO website. The company is closed now and not required to make any more filings. However, during this time, any person can object to your company shutting down if one or more of the strike off requirements have not been satisfied.
- Dissolved – After 90 days of being in “Strike Off Listed” status, your company will change to “Dissolved”, and therefore, be completely shut down.
What is Involuntary Strike-Off?
There are certain situations where another party may petition to have your company shut down without you going through the formal process of Voluntary Strike Off. This is called “Involuntary Strike Off”.
If you have questions about your company’s compliance obligations, our Client Services team are always happy to advise you – talk to us today.
Can I keep the company open but not trade?
Non-trading companies can remain open, but they must also remain compliant with Company Law obligations in Ireland. This means that even if the company does not have any clients or have any transactions, it is still required to file Annual Returns and Financial Statements to the CRO, Tax Returns to Revenue, and Annual General Meetings (AGM) still need to be held to keep the company registers up to date.
Talk to our Client Services Team to receive a quote for keeping a non-trading company up to date on its obligations. We’re here to help.
Can I reverse the Strike-Off process?
- Cancellation. If you change your mind within 90 days of submitting the strike-off paperwork to the CRO, you can cancel the request to shut down by completing a Form H17.
- Administrative Restoration. If your company has been dissolved for more than 12 months, you can restore the company by filing a H1 form.
- Court Order Restoration. If your company has been dissolved for more than 12 months, it’s possible to restore the company under a Court Order Restoration.
For advice on your specific situation, talk to our Client Services Team today and we are happy to help.
There are a lot of moving parts when closing your company in Ireland and it can get complicated dealing with the CRO, Revenue, and liaising with a daily newspaper to get your notice published within the time frame required.
This is why many companies decide to outsource the whole process to a professional like us. We provide peace of mind, convenience, and confidence that your company is shut down correctly.
Talk to our Client Services Team for more information on how we can help.
Rachel is a certified company secretary from The Law Society College Dublin and currently leads the Company Secretarial Team at Accountant Online. Areas of expertise include Company Formation in Ireland and the UK, Company Secretarial procedures and regulations, and the Companies Act 2014 relating to small business and company directors.