How to Strike Off a Company That Never Traded in Ireland
If you incorporated an Irish limited company but never started trading, you may be wondering whether you can simply close it without further paperwork. The good news is that you can usually strike off a company that never traded in Ireland, provided it meets the statutory requirements.
However, a company that has never traded is still a registered legal entity. It may have obligations to the Companies Registration Office (CRO) and the Revenue Commissioners, even if it never issued an invoice, opened a business bank account or earned any income.
For eligible companies, voluntary strike-off offers a relatively straightforward way to formally dissolve the company.
Irish Formations provides a voluntary strike-off service for €299 + VAT (€367.77 including VAT). Our standard package includes the compulsory national newspaper advertisement, the €15 CRO Form H15 filing fee and preparation of the required documentation.
Order Our Voluntary Strike-Off Service – €299 + VAT
Can You Strike Off a Company That Never Traded in Ireland?
Yes. Section 731 of the Companies Act 2014 specifically allows a company that has never carried on business to apply for voluntary strike-off, provided the statutory conditions are satisfied.
This commonly applies where a company was incorporated for a proposed business that never proceeded, an investment or project that was cancelled, or a business idea that the directors decided not to pursue.
The fact that the company never traded does not automatically mean that it has been dissolved.
Until the CRO formally removes the company from the register, its directors must continue to comply with the applicable statutory obligations.
If you are unfamiliar with the wider company closure process, read our guide to closing a company in Ireland.
What Qualifies as a Company That Never Traded?
A company that never traded is generally one that was incorporated but did not commence business operations.
For example, the company may never have:
- Sold goods or provided services.
- Issued sales invoices.
- Received trading income.
- Employed staff.
- Entered into commercial trading activities.
However, directors should examine the company’s actual circumstances rather than assume it never traded simply because it generated no sales.
A company may have incurred expenses, entered into contracts, purchased assets or undertaken activities relevant to its financial and tax position.
A company that never traded may also have outstanding statutory obligations.
The key question is whether the company meets the legal requirements for voluntary strike-off, rather than merely whether it earned revenue.
What Are the Requirements to Strike Off a Company That Never Traded?
A company that never traded must meet the same statutory conditions as other companies applying for voluntary strike-off. Here is the voluntary strike-off procedure.
The main requirements are:
- The company has never carried on business or has ceased carrying on business.
- Its assets do not exceed €150.
- Its liabilities, including contingent and prospective liabilities, do not exceed €150.
- The company is not involved in ongoing or pending litigation.
- All outstanding CRO annual returns have been filed.
- The required special resolution has been passed within three months before the application.
- A valid Revenue letter of no objection has been obtained.
- The compulsory national newspaper advertisement has been published within the required period.
The €150 thresholds apply separately to assets and liabilities. They cannot simply be offset against each other.
The CRO explains these requirements in its official voluntary strike-off guidance.
Do You Need to File Annual Returns if Your Company Never Traded?
Yes. A company that never traded must still file its required CRO annual returns.
This is one of the most common misunderstandings among directors of newly incorporated companies.
Under the Companies Act 2014, companies are generally required to file annual returns regardless of whether they are actively trading.
A company’s first annual return is normally due six months after incorporation. Subsequent annual returns are generally due annually.
The first annual return does not ordinarily require financial statements to be attached, but later annual returns may require financial statements even where the company has been inactive.
If annual returns are outstanding, they must be brought up to date before a voluntary strike-off application can proceed.
Late filing penalties and additional professional fees may apply.
What if My Company Never Traded and Has Missed Several Annual Returns?
If a company was incorporated several years ago and never traded, it may still have accumulated outstanding CRO filing obligations.
Directors should check the company’s filing history on the CRO CORE system.
Where annual returns are outstanding, these must be filed and the relevant fees and penalties addressed before applying for voluntary strike-off.
Ignoring the company is not a substitute for properly closing it.
Failure to file annual returns can lead to involuntary strike-off and other potential consequences for the company and its officers.
Do You Need Revenue Clearance if Your Company Never Traded?
Yes. Revenue’s letter of no objection is required even if the company never traded when closing an Irish company..
The Revenue Commissioners specifically recognise voluntary strike-off applications from companies that have never traded.
The company must provide the information required by Revenue, including confirmation that it never traded and was not in receipt of income that would give rise to a tax liability.
If the company registered for Corporation Tax, VAT or employer PAYE, its tax registration and filing position must be reviewed.
Revenue requires relevant outstanding tax returns to be filed, outstanding tax liabilities to be resolved and applicable tax registrations to be ceased.
If the company never registered for tax, the directors should still follow Revenue’s requirements for obtaining the no-objection letter.
Revenue’s letter is valid for three months and must be submitted with the CRO application.
Further information is available in the Revenue Commissioners’ voluntary company strike-off guidance.
How to Strike Off a Company That Never Traded: Step-by-Step
For an eligible Irish limited company, the voluntary strike-off process involves the following stages.
Step 1: Check the Company’s CRO Status
Start by reviewing the company’s registration details and annual return history.
Check whether all annual returns have been filed and whether any filing fees or penalties remain outstanding.
You can search the company’s records using CRO CORE.
Step 2: Confirm the Company Has No Significant Assets or Liabilities
The directors must establish that the company’s assets do not exceed €150 and its liabilities do not exceed €150.
This includes contingent and prospective liabilities.
Even a company that never traded may have incurred incorporation expenses, professional fees or other obligations.
These should be considered before the directors certify the company’s position.
Step 3: Resolve Outstanding Annual Returns
Any outstanding CRO annual returns must be filed before the application can proceed.
This may involve preparing financial statements or obtaining accounting assistance, depending on the company’s circumstances.
The standard Irish Formations strike-off fee does not include the cost of preparing overdue annual returns or paying CRO late filing penalties.
Step 4: Apply for Revenue’s Letter of No Objection
An active director must apply to Revenue for a letter of no objection.
An authorised company services provider may assist with the application where the required director authorisation is supplied.
Revenue may request information about the company’s trading history, income, assets, liabilities and tax registrations.
For a company that never traded, the application should clearly confirm that fact.
Step 5: Pass the Required Special Resolution
The company must pass a special resolution confirming its intention to apply for voluntary strike-off.
The resolution must also confirm that the company will not carry on business or incur further liabilities while the application is being considered, unless the application process is cancelled.
The resolution must be passed within three months before the CRO receives the application.
The relevant resolution details are included in the online Form H15.
Step 6: Publish the Compulsory Newspaper Advertisement
The company must publish an advertisement announcing its intention to apply for voluntary strike-off.
The advertisement must appear in an eligible daily newspaper circulating nationally in Ireland within 30 days before the application is received by the CRO.
The advertisement must contain the prescribed company information.
Irish Formations includes this compulsory newspaper advertisement in its €299 + VAT voluntary strike-off package.
Step 7: Submit Form H15 to the CRO
The voluntary strike-off application is made using Form H15 through the CRO’s online CORE system.
The statutory filing fee is €15.
The application includes the required directors’ certifications, resolution information, Revenue no-objection letter and newspaper advertisement evidence.
The €15 CRO filing fee is included in the Irish Formations package.
Step 8: Wait for the CRO Gazette Process and Dissolution
Once the application has been accepted, the CRO publishes notice of the proposed strike-off in the CRO Gazette.
A statutory objection period of at least 90 days follows the first Gazette notice.
If the application proceeds without a successful objection or other issue, the CRO may subsequently dissolve the company.
The company remains registered until dissolution has been confirmed.
For a more detailed explanation, see our guide to striking off a company in Ireland.
How Much Does It Cost to Strike Off a Company That Never Traded?
The cost of striking off a company depends on the company’s compliance position and whether you complete the application yourself or use a professional service.
The CRO charges €15 to file Form H15. A compulsory newspaper advertisement is also required.
Irish Formations provides a standard voluntary strike-off service for €299 excluding VAT (€367.77 including VAT).
Our package includes:
- Assistance with the Revenue letter of no objection application.
- Preparation of the required strike-off documentation.
- Arrangement of the compulsory national newspaper advertisement.
- Preparation and coordination of Form H15.
- The €15 CRO filing fee.
There are no additional charges for the standard CRO filing fee or compulsory newspaper advertisement within this package.
However, overdue annual returns, CRO penalties, outstanding tax matters and additional accounting or legal work are not included.
Read our separate article on the cost to strike off a company in Ireland for a full explanation of potential costs.
View Our Voluntary Strike-Off Service – €299 + VAT
How Long Does It Take to Strike Off a Company That Never Traded?
The voluntary strike-off process generally takes several months.
The overall timeframe depends on the company’s annual return position, Revenue clearance, preparation of the required documents and CRO processing.
Once the CRO accepts the application, the statutory Gazette objection period must also be completed.
The objection period lasts at least 90 days after the first Gazette notice.
A company with overdue annual returns or unresolved tax matters may take longer to close.
Directors should not assume that a company will be dissolved within three months of ordering a strike-off service.
What if the Company Was Incorporated Recently and Never Traded?
A recently incorporated company can potentially apply for voluntary strike-off if it meets the statutory requirements.
However, directors must still consider the company’s annual return obligations, financial position and Revenue clearance requirements.
For example, if the company has not yet reached its first annual return date, it may have no annual returns outstanding at the time of application.
That does not remove the need for a special resolution, Revenue no-objection letter, newspaper advertisement or Form H15.
The directors must ensure that all conditions are satisfied when the application is made.
Can I Just Leave a Company That Never Traded Dormant?
A company may remain dormant, but it must still comply with its statutory obligations while registered.
These include filing the required CRO annual returns and maintaining a valid registered office.
There may also be Revenue obligations, depending on the company’s tax registration and circumstances.
Leaving a company dormant can be appropriate if the directors intend to use it in the future.
However, if the company is no longer required, voluntary strike-off may avoid the ongoing costs and administrative work associated with maintaining a registered company.
Irish Formations also provides a registered office address service for companies that need to maintain a registered office while they remain on the CRO register.
Frequently Asked Questions About Striking Off a Company That Never Traded
Can I strike off a company that never traded in Ireland?
Yes. A company that never traded may qualify for voluntary strike-off if it satisfies the statutory conditions, including the asset and liability limits, CRO annual return requirements and Revenue clearance.
Do I need to file annual returns for a company that never traded?
Yes. Companies must file their required CRO annual returns even if they have never traded. All outstanding annual returns must be filed before voluntary strike-off.
Does a company that never traded need Revenue clearance?
Yes. A valid Revenue letter of no objection is required for voluntary strike-off, including where the company never traded.
What if my company never registered for Corporation Tax?
The company must still obtain Revenue’s letter of no objection. The application should explain that the company never traded and provide the information Revenue requires.
Can I strike off a company that never opened a bank account?
Yes, potentially. Having no business bank account does not prevent voluntary strike-off. The company must still meet all statutory conditions.
What if the company has outstanding CRO penalties?
Outstanding annual returns, applicable filing fees and late filing penalties must be dealt with before the voluntary strike-off application can proceed.
How much does it cost to close a company that never traded?
Irish Formations charges €299 + VAT (€367.77 including VAT) for its standard voluntary strike-off service, including the CRO H15 filing fee and national newspaper advertisement. Additional compliance costs may apply.
Can I close a company immediately after incorporation?
A recently incorporated company may be eligible for voluntary strike-off, but it must complete the required statutory process. Dissolution is not immediate.
Do I need an accountant to strike off a company that never traded?
Not necessarily. However, accounting assistance may be required if annual returns, financial statements or tax matters need to be addressed.
Why Choose Irish Formations to Close a Company That Never Traded?
Irish Formations has provided Irish company formation and corporate services since 2009.
We regularly assist directors with company registration, CRO compliance and the administrative requirements involved in closing Irish companies.
If you incorporated a company that never commenced trading, our voluntary strike-off service can help you arrange the necessary documentation and progress the application.
Our standard package costs €299 + VAT and includes the compulsory national newspaper advertisement and the €15 CRO filing fee.
Additional compliance work, where required, is dealt with separately.
Close Your Company That Never Traded With Irish Formations
If your Irish limited company never commenced trading and is no longer required, voluntary strike-off may be the appropriate way to formally close it.
Irish Formations offers a professional voluntary strike-off service for eligible companies.
Our standard fee is €299 + VAT (€367.77 including VAT).
The package includes preparation of the required strike-off documentation, assistance with Revenue clearance, national newspaper advertising and the CRO filing fee.
Order Your Voluntary Strike-Off Service Today
Alternatively, contact Irish Formations if you would like to discuss your company’s circumstances before ordering.
This article provides general information about voluntary strike-off in Ireland. It is not legal, accounting or tax advice. Eligibility depends on the company’s circumstances and the applicable statutory requirements.
