Strike Off, Liquidations & Restorations

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Online CPD for Accountants & Professional Advisors

Strike Off, Liquidations & Restorations

Presenter: Conor Sweeney,

B.A., F.C.I.S., Dip Corp Gov.

CPDStore.com Unit 3, South Court, Wexford Road Business Park, Carlow.

Block D, Iveagh Court, 5 – 8 Harcourt Road,

Dublin 2. 059 9183888 01 4110000

www.OmniPro.ie www.CPDStore.com

A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone.

Strike Off & Liquidations & Restorations

Company Cessations

• Voluntary Strike Off

• Involuntary Strike Off

• Members Voluntary Liquidations

• Creditors Voluntary Liquidations

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Voluntary Strike Off

• Request pursuant to Sec 311 CA, 1963 to have Co struck off register

• Board meeting – Directors resolve:

- Statement that Co has ceased trading or never traded and will not recommence trading

- A statement that there are no assets or liabilities

• Written resolution from members giving Directors power to apply for voluntary strike off

• All outstanding annual returns filed up to date


• The company has ceased trading / has never traded;

• The company will not re-commence or commence trading before the company is struck off the register

• All annual returns are filed (& late filing penalties paid if necessary) 2 weeks before application;


• The amount of any assets does not exceed €150;

• The amount of any liabilities (contingent and prospective) does not exceed €150

• All outstanding tax returns have been filed;




• A letter of no objection from the Revenue Commissioners

• Copy of advertisement placed in one daily Irish paper

• Advert not to be placed until letter of no objection and all returns up to date

• Form H15, letter of no objection & Ad filed at CRO

• Company asked on 2 separate occasions to confirm strike off request

• Co. dissolved

Involuntary Strike Off• Once a company is late it is eligible for involuntary strike off• Section 371 actions – now first procedure• Notice of strike off sent 300 days from deadline• 8 weeks to bring company to file annual return• Advised directly and through Iris Oifigúil• If company continues to trade:

– assets become property of the state– Directors personally responsible for the debts and liabilities– Entity no longer legally exists

• Restoration• Disqualification or pay off outstanding debt

Members Voluntary Liquidation

• Sec 251 (1) (b) CA, 1963 “a company may be wound up voluntarily… if the company resolves by special resolution that the company be wound up voluntarily”

• Company must be solvent

• Members wish to take assets out of company by means of a distribution of specie



Declaration of Solvency

• Form 12 Declaration of Solvency – Sec 256

• Statement of Assets & Liabilities

• Report & Consent from Independent Person

• EGM – members approval

• Liquidator appointed

• Distributes assets

Creditors Voluntary Liquidation

• Sec 251(1)(c ) “if the Co. in general meeting resolves that it cannot by reason of its liabilities continue in business, and that it be wound up voluntarily”

• Usually on the advice of the Directors

• Proactive step

• Directors Duty to take steps to wind up insolvent Co.

CVL Procedure

• Board Meeting- Statement of Company Affairs- List of Creditors & estimated amount of their claims- Convene general & creditors meetings

• General Meeting- 7 days notice

- pass ordinary resolution to wind up Co.- may nominate a liquidator



Notice

• Same day or following day of general meeting- 10 days notice to the creditors by post & 2 proxy forms- Advertisement in 2 daily newspapers 10 days before meeting

• Meeting addressed by Director - Consider statement of affairs, consider appointment of liquidator, appoint a committee of inspection

Creditors Meeting

• - Quorum 3 creditors- Creditors ask questions- Voting by Creditor with ascertained debt

• The committee of inspection;- 8 persons 5 by creditors, 3 by members- fix the remuneration of the liquidator- determine if liquidator should continue in office- determine if powers of directors should continue

Filings

• G2 Ordinary Resolution to wind up Company within 15 days @ CRO

• Notice of the resolution to wind up company in Iris Oifiguil within 14 days

• Liquidators consent to act @ CRO

• All headed paper, invoices etc state company in liquidation



CVL Procedure

• Liquidator appointed:

- all assets under his control - Directors powers ceases- Books & records passed to liquidator- all correspondence passed to liquidator

• Report to the ODCE

• Realise & distribute assets

CVL Procedure

• Termination of CVL- call meeting of members & creditors- Ad in 2 daily newspapers – 28 days

- Liquidator makes account of winding up

• Liquidator files report & accounts @ CRO

• Co. dissolved in 3 months

Company Restorations



Company Restorations

• Administrative Restoration

• High Court Restoration

Administrative Restoration

• If struck off for a period of less than 12 months application for restoration may be made to CRO

• H1 - €300

• All annual returns must be brought up to date

• Payment of late filing fees

• Fast track restoration option

• Company deemed to have continued in existence

• H1R €300 Revenue Strike off

• All tax affairs must be brought up to date

High Court Restoration

• Sec 12B(3) C(A)A, 1982 “any member, officer or creditor may apply to court for restoration”

• Involuntary strike off for more than 12 months

• Bring all annual returns up to date

• Letters of no objection from CRO, Chief State Solicitor and Revenue

• High Court Application – brought within 20 years

• High Court Order submitted to CRO along with €15



Contact Details

Conor Sweeney –[email protected]

Amy Brennan – [email protected]

[email protected]

059 9183888

www.omnipro.ie

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Notice of appointment of liquidator Section 278 Companies Act 1963 (as amended by CRO receipt date stamp

section 48 Company Law Enforcement Act 2001) Section 249A Companies Act 1990 (inserted by section 107 Company Law Enforcement Act 2001) Companies Act 1990 (Form and Content of Documents Delivered to Registrar) Regulations 2002

Limited

Name

Address

E2

Day Month

Certification

Liquidator's

Signature Name

Liquidator Date

on

appointment

Company name in full

Please complete using black typescript or BOLD CAPITALS, referring to explanatory notes

Companies Acts 1963 to 2006

Company number

Liquidator's name

Year

I hereby certify that the particulars contained in this form are correct and have been given in accordance with the Notes on Completion of Form E2.

Presenter details

note three

note two

address

I, hereby give notice to the Registrar of Companies, that I have been appointed Liquidator to the above-named company, and that I was appointed by:

in block letters or typescript

Method of

note one

DX exchange

Fax number

Reference number

DX number

Telephone number

Email



NOTES ON COMPLETION OF FORM E2 These notes should be read in conjunction with the relevant legislation.

Further information

General This form must be completed correctly, in full and in accordance with the following notes. Every section of the form must be completed. Where the space provided on Form E2 is considered inadequate, the information should be presented on a continuation sheet in the same format as the relevant section in the form. The use of a continuation sheet must be so indicated in the relevant section and also noted on the relevant continuation sheet.

note one Please indicate the method of appointment, whether by resolution of the company or otherwise.

note two This form must be certified by the liquidator of the company or by each liquidator if more than one is appointed.

note three This section must be completed by the person who is presenting Form E2 to the CRO. This may be either the applicant or a person on his/her behalf.

CRO address When you have completed and signed the form, please send with the prescribed fee to the registrar of companies at:

The Companies Registration OfficeO'Brien RoadCarlow

Payment If paying by cheque, postal order or bank draft, please make the fee payable to the Companies Registration Office. Cheques or bankdrafts must be drawn on a bank in the Republic of Ireland.

Please carefully study the explanatory notes above. A Form E2 that is not completed correctly or is not accompanied by the correct documents or fee is liable to be rejected and returned to the presenter by the CRO pursuant to section 249A Companies Act 1990 (inserted by section 107 Company Law Enforcement Act 2001).

Unless the document, duly corrected, is relodged in the CRO within 14 days, it will be deemed to have never been delivered to the CRO.

FURTHER INFORMATION ON THE COMPLETION OF FORM E2, INCLUDING THE PRESCRIBED FEE, IS AVAILABLE FROM WWW.CRO.IE OR BY EMAIL AT [email protected]



Company name in full Limited

Presenter detailsName

Address

DX numberTelephone number

Email

DX exchangeFax numberReference number

Please complete using black typescript or BOLD CAPITALS, referring to explanatory notes

Request for Voluntary StrikeoffSection 311 Companies Act 1963

Companies Acts 1963 to 2009

H15Company number

Signature Date

being a current director (and currently notified to the CRO as such) of the company, hereby request the Registrar to strike the above named company off the register, pursuant to Section 311 of the Companies Act 1963, on the basis that the company is not carrying on business.

I confirm that:

CRO receipt date stamp

I, name in block capitals

Attached is a letter of no objection from the Revenue Commissioners.Attached is the entire page, on which the name of the paper and the date of publication of the advertisement are clearly displayed. The advertisement was published in (please tick appropriate box)

The advertisement has been so published not more than six weeks prior to the submission of this application to the CRO.

Day Month Year

Date of publication of advertisement

Irish IndependentIrish Daily Mail Irish Daily StarIrish Daily Mirror

Irish ExaminerIrish Times Evening HeraldThe Sun (Irish edition)

Attachments see notes overleaf

• The company has ceased trading/has never traded (delete as appropriate) and that it will not re-commence or commence trading, as applicable, in the period prior to its being struck off the register.• As at the date of the application - (i) the amount of any assets of the company does not exceed €150 (ii) the amount of any liabilities of the company (including contingent and prospective liabilities) does not exceed €150 and (iii) the company does not have, and did not have in the previous 3 years, an issued share capital in excess of €150. (Part (iii) - 3 year requirement applicable to limited liability companies only)• All outstanding annual returns have been filed with CRO at least 2 weeks before the date of this request, and all relevant fees and penalties, where applicable, have been paid.• The above information is true and correct, according to the best of my knowledge, information and belief.

Person to whom queries can be addressed



Every section of the form must be completed. This form must be completed correctly, in full, in accordance with the requirements of the Companies Act 1990 (Form and Content of Documents Delivered to the Registrar) Regulations 2002 and with the following notes.

Section 311 Companies Act 1963 (as amended) gives the Registrar power to strike companies off the register. However, it is a discretionary power which she will use only if a director of a company makes a formal request to her to strike the name of his/her company off the register and the application for strike off complies in full with the following requirements of the Registrar.

Step OneAll outstanding annual returns have been filed by the company at least two weeks before the request for strike-off is made and relevant fees and any applicable late filing penalties in respect of such filings have been paid.

Step TwoA letter of no objection from the Revenue Commissioners is required to be attached to Form H15. This should be requested in writing from: Office of the Revenue Commissioners, Companies Unit, City Centre Revenue District, 9/15 Upper O’Connell Street, Dublin 1. Telephone: 01 865 5000 ext 32989/32991/32993/32994/32997.Once issued, the letter of no objection is valid for six months.

Step ThreeAn advertisement, along the lines of the sample text below, is placed in one daily newspaper published and circulated nationwide in the Republic of Ireland, and attached to Form H15. This advertisement should appear in a newspaper published not more than six weeks prior to the delivery to the CRO of the application for voluntary strike off. The entire newspaper page (original) on which the advertisement appears should be submitted to the CRO with Form H15, as it is essential that both the name of the newspaper and the date of publication are displayed with the advertisement. (Photocopies will not be accepted). Please note that a single advertisement may be used to advertise the intention to apply for voluntary strike off of up to a maximum of six companies. In such cases, a separate Form H15 is required for each company.NOTE: As it can take some time to complete steps 1 and 2 above, the advertisement should not be placed until the company is certain that it will have filed all its outstanding annual returns with the CRO not later than 2 weeks from the date of publication of the advertisement, and that it has the Revenue letter of no objection and will be in a position to deliver Form H15 to CRO within 6 weeks of the date of publication of the ad.

Sample text of advertisement: (Other sample advertisement texts that ought to be used where multiple companies are included in the advertisement are available on www.cro.ie).XY Limited [formerly EFG Limited*], trading as Z, [and formerly having traded as W**], having ceased to trade/never having traded (delete as applicable) having its registered office at [ ] {and formerly having its registered office at [ ]***} and having its principal place of business at [ ], and having no assets or liabilities, has resolved to notify the Registrar of Companies that the company is not carrying on business and to request the Registrar on that basis to exercise her powers pursuant to section 311 of the Companies Act 1963 to strike the name of the company off the register.By Order of the Board{Name} Director/Secretary (as applicable)* Where the company has changed its name within the period of 12 months prior to the date of publication of the advertisement, the former name as well as the current name must appear in the advertisement.** Any business name being used by the company or which was used by it during the 12 month period prior to the date of publication of the advertisement, is required to be included in the advertisement.*** Where the advertisement is published within one year after the company has changed its registered office, the former registered office address as well as the current registered office address must appear in the advertisement.

Step FourA director of the company, currently recorded as such with CRO, submits a request for strike-off of the company using Form H15 overleaf.

General

NOTES ON COMPLETION OF FORM H15

When you have completed and signed the form, please send it with the necessary attachments to the Registrar of Companies at:

The Companies Registration Office, O'Brien Road, Carlow.

Address

Please carefully study the explanatory notes above. A Form H15 that is not fully completed or is not completed correctly will not be processed but will be rejected by the CRO and returned to the presenter.

FURTHER INFORMATION ON COMPLETION OF FORM H15 IS AVAILABLE FROM WWW.CRO.IE OR BY EMAIL [email protected]



Strike Off, Liquidations & Restorations

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Transcript of Strike Off, Liquidations & Restorations