An Irish company can be involuntarily struck off the Companies Register if it fails to meet its statutory obligations and compliance requirements. So how can a company be struck off the register?
- Fails to file its annual returns with the Companies Registration Office (CRO) within the prescribed timeframe.
- Fails to submit its financial statements as required by law.
- Does not maintain a registered office or fails to notify the CRO of any changes in the registered office address.
- Fails to have at least one director who is ordinarily resident in the European Economic Area (EEA) or if not maintain a Section 137 bond.
If the company breaches any of these requirements and fails to rectify the situation after a notice period, the CRO may take action to strike off the company from the register. This means the company will no longer be recognized as a legal entity and its assets may become the property of the state. It’s essential for companies to ensure timely compliance to avoid involuntary strike-off.
The Companies Act 2014 sets out various requirements that Irish companies must adhere to in order to maintain their legal status. Failure to comply with these obligations may lead to the company being struck off the register.
One of the primary reasons for involuntary strike-off is the company’s failure to file its annual returns with the CRO. Irish companies are required to submit an annual return each year, which includes information about the company’s directors, registered office address, shareholders, and financial statements. Failure to file the annual return within the prescribed timeframe can result in non-compliance, making the company susceptible to being struck off.
Similarly, companies are required to submit their financial statements to the CRO, providing a comprehensive overview of their financial performance and position. Failure to submit these statements is another ground for involuntary strike-off, as it hinders the CRO’s ability to assess the company’s financial health and compliance with accounting standards.
Maintaining a registered office is a fundamental requirement for all Irish companies. The registered office serves as the official address for communication and service of documents. If a company fails to have a registered office or does not inform the CRO of changes to the registered office address, it can be seen as a sign of non-compliance, potentially leading to involuntary strike-off.
Furthermore, it is mandatory for every company to have at least one director who is ordinarily resident in the European Economic Area (EEA). If a company loses its EEA-resident director or fails to appoint a replacement within the required time, it may be at risk of being involuntarily struck off. if a company puts a Section 137 Bond in place they can avoid non-compliance.
How can a company get struck off the register?
The process of involuntary strike-off typically involves several steps. First, the CRO will issue a strike-off notice to the company at its registered office address, stating the reasons for the potential strike-off and the actions required to remedy the situation. The company is given a specified period to address the non-compliance issues outlined in the notice.
If the company fails to respond to the strike-off notice or does not rectify the non-compliance within the given timeframe, the CRO will issue a second notice of its intention to strike off the company. This notice is published in the CRO’s Gazette and on its website, providing public notification of the impending strike-off.
During this process, if the company wishes to avoid being struck off, it can take the necessary steps to comply with the requirements and submit all outstanding documents and fees to the CRO. Once the CRO receives the required information and is satisfied that the company is in compliance, it will withdraw the strike-off action.
However, if the company continues to remain non-compliant and fails to take corrective action even after the second notice, the CRO may proceed with the involuntary strike-off. The company’s name will be removed from the Companies Register, and it will cease to exist as a legal entity. Its assets may then become the property of the state.
How do I avoid my company being struck off the register?
In conclusion, it is essential for Irish companies to be diligent in meeting their statutory obligations and compliance requirements. Involuntary strike-off is a serious consequence that can lead to the loss of the company’s legal status and assets. To avoid this, companies should ensure timely submission of annual returns, financial statements, and other required documents, and maintain a registered office with an EEA-resident director. Compliance with these obligations not only preserves the company’s status but also upholds the transparency and reliability of the Companies Register.
How do I keep my company compliant?
Keeping your Irish company compliant involves adhering to various legal and regulatory requirements set forth by the Irish government. Here are some essential steps and considerations to help you maintain compliance:
- Company Registration: Ensure that your company is registered with the Companies Registration Office (CRO) in Ireland in a compliant way. This step is necessary for all companies operating in the country.
- Tax Compliance: Comply with Irish tax laws and regulations. This includes registering for taxes (e.g., Corporation Tax, Value Added Tax – VAT, Payroll Taxes) and filing accurate and timely tax returns.
- Annual Return Filings: Irish companies are required to file annual returns with the CRO. These returns contain essential company information and financial statements. Don’t be late with these.
- Financial Reporting: Prepare and submit financial statements in accordance with the Companies Act and International Financial Reporting Standards (IFRS) or Generally Accepted Accounting Principles (GAAP). The level of reporting required may depend on the size and type of company.
- Company Constitution: Ensure that your company has a well-drafted constitution (formerly called the Memorandum and Articles of Association) that outlines the company’s rules and governance. We do this as part of your company formation.
- Company Secretarial Duties: Appoint a company secretary or engage a company secretarial service to manage administrative tasks, maintain registers, and ensure compliance with filing requirements.
- Employment Compliance: If your company has employees, adhere to Irish employment laws, including proper contracts, workplace health and safety, and adherence to labor standards.
- Data Protection: Comply with the General Data Protection Regulation (GDPR) if your company handles personal data of EU citizens, including Irish citizens.
- Licenses and Permits: If your business requires specific licenses or permits to operate legally, ensure you have obtained them and keep them up to date.
- Intellectual Property: Protect any intellectual property (patents, trademarks, copyrights) associated with your business.
- Environmental Regulations: If your company has environmental implications, ensure compliance with relevant environmental regulations.
- Corporate Governance: Implement good corporate governance practices to ensure transparency, accountability, and ethical conduct within your company.
- Changes in Company Details: Notify the CRO of any changes in company details, such as directors, shareholders, or the registered office address.
- Annual General Meeting (AGM): Hold AGMs annually to update shareholders on company performance and make significant decisions.
- Stay Informed: Keep yourself updated on any changes to Irish laws and regulations that may affect your business.
It’s essential to consult with a legal or financial advisor who is familiar with Irish laws and regulations to ensure your company remains compliant at all times. Failure to comply with relevant requirements may result in penalties, fines, or even the dissolution of your company. If you require a company to be struck off the register get in touch with us.