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Involuntary Strike Off

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When setting up your company, it is incredibly easy to dismiss the idea of a negative or unfavourable end to your business life. However, as we have gone over many times in the past, it is essential to have a realistic outlook and to be aware of the consequences of your business actions. Today we will be focusing on Involuntary Strike Off. As we are all aware, there are a certain number of requirements of all companies including the filing of annual returns. Non-compliance in this area can result in the company being struck off the register, an action which can have some far-reaching consequences that many business owners may not be aware of.

Failure to file an annual return is the most common reason for strike off in Ireland. In some cases, not filing a return can be a simple case of missing the date accidentally, but in some cases business owners may view being struck off by the CRO as a cheap and easy way of disposing of a company,

Under what circumstances could a company fact involuntary strike off?

  • Failure to make an annual return for one year.
  • Where the company receives notice in writing from Revenue of failure to deliver a statement.
  • Where the registrar may believe that there is no EEA resident director or bond in place.
  • The company is being wound up and the Registrar believes that there is no liquidator in place.
  • Where the company has already been wound up, but no returns have been made by the liquidator for a period of 6 months.
  • No current director is noted in the office.

What does the strike off process involve?

  • A non-statutory reminder will be sent to a non-compliant company.
  • A strike off notice will be issued which will detail the reasoning behind strike off and ways in which this can be avoided.
  • 28 days following this notice, a notice will be published in the CRO Gazette unless remedial actions have been taken.
  • 28 days following this second notice, the company will be officially struck off the register.
  • A notice dissolving the company will then be published in the CRO Gazette.
  • Should a company be struck off for failure to file annual returns, the business owner may face legal issues.

Should your company experience involuntary strike off while still trading, some of the negative consequences include:

  • The company ceases to exist as a legal entity from the date of publication.
  • The assets of the company become the property of the State.
  • The protection of the company’s limited liability is lost from the date of publication, meaning that should trading continue, it is in a personal capacity.
  • Banks cannot lend funds to an entity which does not exist.
  • Business owners may face legal issues.

Should your company be struck off, it is possible to reinstate a company through the CRO within 12 months of the strike off, by filing all outstanding returns, paying all fees. Alternatively, you can voluntarily strike off your company which will have less of the negative consequences.

We hope that this information will be of benefit to you. If you have any queries or concerns on any business or financial matters, please don’t hesitate to contact us here at EcovisDCA.

 

 

 

What is the Beneficial Owner Register?

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…Get on the Register

You may have heard whisperings of a new central register of beneficial ownership being set up in recent years, with official legislation having been confirmed last year and signed into law recently. Improved and modernised legislation on this topic has long been expected, but saw delays due to the new GDPR guidelines as well as the Anti Money Laundering Directive. It is already a legal requirement for companies in Ireland to have an internal register of beneficial owners but it will now be a requirement to have your information on this new central register. The deadline for this will be 22nd November 2019 and registration is now open as of 29th July 2019.

What does this new legislation mean for you and your business, and what do you need to be aware of?

What is a “Beneficial Owner”?

The term beneficial owner refers to the person who holds 25% or more of a company’s shares.

What information is required?

  • Full Name
  • Address
  • Date of Birth
  • Nationality
  • PPS Number
  • A statement of the extent of beneficial ownership (Number of shares held etc.)

A delay was incurred in signing off on the legislation due to the new GDPR guidelines as information will be available to the public. Under the new guidelines, only lower level information will be accessible such as name, extent of ownership, partial date of birth, and country of residence.

Part of the reason for both the implementation of this legislation and the significant delays incurred in signing it in, come from the abovementioned Anti Money Laundering Directive. This directive states that all EU Member States must implement a central register of beneficial ownership information. In the case of Ireland the CRO (Central Registration Office) will be the responsible body.

We recommend taking immediate steps to ensure that your company is compliant with this new legislation and as always we advocate ensuring all your information is correct and collected in advance of any requirements. This will ensure that you avoid incurring the fine of €5000. Filing must be done online via the website: https://rbo.gov.ie and can be done either by the Company in question or an agent working on their behalf.

Should you have any concerns or queries on any business or financial matters, please don’t hesitate to contact us here at EcovisDCA where we are always happy to be of service.

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~ DCA PARTNERS, DECLAN DOLAN & EAMONN GARVEY