How to Close an Irish Company: Voluntary Strike-Off Step by Step

Not every company needs to exist forever. A venture that never got off the ground, a dormant entity left over from a restructure, or a business that has simply run its course all reach the same question: how do you close it properly?

For a solvent company with no meaningful assets or debts, the answer is usually voluntary strike-off — an application to the Registrar of Companies to remove your company from the register.

The alternative is doing nothing, which is a genuinely bad idea. A company left unattended accrues late filing penalties, loses audit exemption and eventually gets struck off involuntarily, with consequences for its directors.

Here is the process, in order.

Are you eligible for voluntary strike-off?

Section 731 of the Companies Act 2014 sets out the conditions. Your company qualifies only if it has never carried on business or has ceased trading, and each of the following is true.

The €150 test

Each director must certify that, at the date of the application:

• the amount of any assets of the company does not exceed €150; and
• the amount of any liabilities — including contingent and prospective liabilities — does not exceed €150; and
• the company is not a party to ongoing or pending litigation.

These thresholds are strict and they are not per-item. If your company still holds a bank balance of any size, that balance needs to be dealt with before you apply.

Your filings must be up to date

All outstanding annual returns must be delivered to the CRO before the strike-off request is made, along with any fees and late filing penalties due. There is no shortcut here — a company cannot exit the register by leaving a filing history behind it. If you have returns outstanding, our CRO annual return (B1) service can bring the record current first.

If the company is not solvent

Voluntary strike-off is not a route for a company that cannot pay its debts. A company with real liabilities needs a liquidation process instead, and directors should take professional advice before proceeding.

The step-by-step process

Step 1 — Pass a special resolution

The members pass a special resolution resolving to apply to the Registrar for the company to be struck off on the ground that it has never carried on business or has ceased to do so, and resolving that pending determination of the application the company will carry on no business and incur no liabilities.

Timing matters: the resolution must be passed within three months of the application. Pass it too early and it goes stale.

Step 2 — Bring all annual returns up to date

File anything outstanding with the CRO and settle the associated fees and penalties.

Step 3 — Obtain a letter of no objection from Revenue

You must request written confirmation from the Revenue Commissioners that they do not object to the company being struck off. This letter must be dated not more than three months before the date the Registrar receives your application.

Before Revenue will issue it, your tax affairs need to be in order — outstanding returns filed and tax registrations ceased. Where we are already handling a client’s bookkeeping and accounting, this step is usually the fastest part of the process. Where records are incomplete, it is usually the slowest.

Step 4 — Publish a newspaper notice

The company must advertise its intention to apply for strike-off in at least one daily newspaper circulating in the State, published within 30 days before the date of the application.

The entire original newspaper page carrying the advertisement is submitted with the application, so that the newspaper title and publication date are both visible. Miss the 30-day window and the advertisement must be placed again — at your cost.

Step 5 — File Form H15 with the CRO

Form H15 is the formal request for strike-off. It must be completed online through CORE — postal submissions are returned — and carries a filing fee of €15. Each director certifies the €150 asset and liability position, and the Revenue letter and newspaper page are submitted with it.

Step 6 — The notice period

Once the CRO accepts the application, the company’s status changes to strike-off listed and a notice of the Registrar’s intention to strike the company from the register is published in the CRO Gazette. If no objection is received, the company is dissolved after the statutory notice period — in practice, roughly 90 days from that first notice.

Anyone can object during that window, most commonly a creditor or Revenue.

Changed your mind?

An application can be withdrawn by filing Form H17 with the CRO, with a €15 fee, within the notice period.

What happens after dissolution

Once dissolved, the company ceases to exist as a legal entity. Any assets still held at that point vest in the State — another reason the €150 test matters and why bank accounts should be closed beforehand.

If a dissolved company needs to be brought back, restoration is possible, but it is a separate and more expensive process than closing correctly in the first place.

Practical advice before you start

• Close the bank account first. A live balance blocks the €150 certification.
• Cease your tax registrations. Revenue will not issue the letter of no objection otherwise.
• Sequence the dates carefully. The resolution (three months), the Revenue letter (three months) and the newspaper notice (30 days) all expire on different clocks and must overlap correctly at the date of application.
• Keep your records. Directors’ obligations regarding company books do not vanish on dissolution.

That sequencing is where most self-managed applications fail — one element goes out of date, and the whole application is rejected and restarted.

Frequently asked questions