How To Close a Company In Ireland

An Irish company may be voluntarily struck off the register provided that the company has no assets or liabilities, in other words, the company is dormant or the balance sheet is zero. This is the easiest and quickest way to close an Irish company.

In order to ensure that the Irish company is closed in the proper manner and in the quickest possible timeframe you will need to follow the steps below:

• • Ensure that all annual returns and accounts are up to date
  • Draw up a directors statement to confirm that the company has stopped trading or has never traded
  • The creditors must be circulated requesting their permission for the company to be dissolved under this process.
  • Draw up minutes of board meeting for directors and shareholders to show consent to the dissolution of the Irish company.
  • Send letter to the Irish revenue to request a letter of no objection
  • Insert an advertisement in an Irish national daily newspaper
  • Prepare and file form H15 with the Irish companies registration office

ADVANTAGES OF VOLUNTARY DISSOLUTION

• • It is a quick and clean removal of a dormant or zero liability company from the Companies House Register.
  • Dissolution is less costly than liquidation in terms of fees and expenses.
  • It avoids formal investigation into the conduct of the directors as required in liquidation or receivership.

DISADVANTAGES OF VOLUNTARY DISSOLUTION

• • Directors of a company that fail to file annual returns with the companies office in Ireland on time could be liable for a fine of approximately EU2000 and late filing penalties
  • Possible sanctions include legal action by the Director of Corporate Enforcement which may result in an individual being disqualified to act as company director or manager for 5-10 years
  • If the company is not dissolved in the proper manner then this could take time and money, please contact us for assistance and fees for winding up your company in Ireland

This is not a choice. The company is put under compulsory liquidation where the company is unable to pay its debts, a winding up petition is made in the public's interest or the court or the company does not start its business within a year from its incorporation or suspends its business for a whole year. This is an expensive course of action and clear advice needs to be taken. This usually involves taking the debtor to the high court.

What happens in a compulsory liquidation?

• • The high court makes an order to appoint a Liquidator over a company in view of a petition to wind up the company if there are creditors.
  • The petition can be taken by a director, creditor, shareholder or the company itself
  • The High Court may appoint a provisional liquidator to immediately safeguard the assets of the company for the creditors or to avoid risk of dissolution of assets
  • After a liquidator has been appointed over the Company, the liquidator is then responsible for realising the assets of the Company on behalf of the creditors and shareholders
  • The executive powers of the directors over the Company effectively stop when a liquidator is appointed
  • The liquidator reports to the Director of Corporate Enforcement according to the Company Law Enforcement Act 2001 on both the reasons for the collapse of the Company and the actions of the Directors

For both options it is important to take care to protect the assets of the business, to conform with the liquidator's wishes and to act responsibly. Please contact us for further information and advice as to how to proceed.