It is possible for an individual shareholder or director to restore a company with the Registrar of Companies in Ireland after its dissolution. This can be done for different reasons, usually, people seek company restoration in order to garner a certain quantity of assets remaining in the entity.
The Process of Restoring a Company
The interested party completes an application to restore the firm at the Companies Registration Office. There is a need for valid attachments to complement the application form. Note that you might have to fill several forms depending on the terms under which the entity went through dissolution.
Restoration via Court Order
If the period of removal of an entity from the companies’ registry is more than 12 months, the forms for the entity’s restoration have to be completed and forwarded to a designated court of law instead.
For a firm that satisfies the condition described above and if the period from termination of company existence does not exceed 20 years, the entity or any of its former directors have permission to draft an application to the High Court seeking approval for the company’s restoration. This application is legitimate given that the owners of the firm dissolved the entity willingly and that the dissolution process that followed happened at the behest of that entity.
The firm’s termination may alternatively have occurred as a penalty for a failure to file an official record of annual returns or may have transpired at the instruction of Revenue consequently for an inability to provide the requisite trading statements to accompany it.
The forms to restore a disbanded firm have to be forwarded to the Registrar of Companies, to the responsible head of the Ministry of Public Expenditure and Reform and the Revenue Commissioners. All the aforementioned governmental offices have their own uniquely different and compulsory guidelines that need to be abided by prior to the issuance of a letter of no objection that essentially consents to the firm’s restoration.
Company or Director Restoration through the Court
Applications to restore a company via the court fall under section 738 of the Companies Act of 2014. There is a mandatory expectation that an individual, who occupies a directorial role or an attorney representing the company, have to file an official letter whose validity becomes effective upon signing of a Director of the entity in question. The letter is filed with the Enforcement Section, CRO, with an appeal for approval to restore the company to the Companies Register.
Upon meeting all the mandatory obligations, the Registrar of Companies will draft and issue the letter of no objection to the company’s restoration on to the registry.
An order for restoration granted by a court will only hold if and only all the documentation relating to company returns are forwarded to the CRO in a time that does not exceed that stated in the court order. Filing of a certified duplicate of the court order has to occur in a period, not more than 28 days following the stipulated date of perfection of the issued court order. A filing fee must accompany the court order.
Upon submission of the court order in the CRO, the entity’s description takes a different label from “Dissolved” to “Normal”. The latter label becomes official starting from the day of receipt of the court order by the CRO.
For more insights on company restoration In Ireland, reach out to our expert consultants at SIGTAX. Our well-informed and friendly team is ready to answer all your burning questions and smoothen your application process.