Help! Involuntary strike off due to troubles due to late B1 filing with CRO.

ouchouch

New Member
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2
Hi,

I had a particularly bad year (unemployed, depression, relationship went belly up) - and I totally forgot to file the annual return for my company that is registered in Ireland. The company has never traded and is not trading, but I am not sure if I can stem the late filing fees and strike the company off in proper fashion: They are around 100 EUR + 606 EUR ~= 750 EUR for the late B1 filing. I always kept the company because I thought I might do something with it, and because the dissolution was more expensive than actually keeping now. But now... well... this came back to bite me.

I do not have the money to get support from a laywer in order to apply for late filing in district court.

I actually can not afford to pay the late filing fees plus the regular company strike off fees.

Any advice? How bad is it to let the get an involuntary strike off in Ireland? Please note that the company was always in good standing when it come to paperwork... until 2021 :(

Many thanks!
 
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cremeegg

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3,715
The CRO penalty regime is very harsh on small companies. I got a late filing accepted some years ago for relatively small cost, did all the work myself, got a solicitor to present it to the court. However I understand that it is more difficult nowadays to get a judge to allow late filing.

You major issue is probably that you will need to present audited accounts for the next 3 years, even though you are not trading this will be costly.

I suggest getting the filing in paying the late fee, then getting the company struck off before next filing is due.

As to the consequences of involuntary strike off, see here https://www.cro.ie/en-ie/Termination-Restoration/Company/Involuntary-Strike-Off

If there are no creditors involved, those consequences may be acceptable to you.
 

ouchouch

New Member
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Hi cremeegg,

thank you so much for getting back to me in that matter! And so quickly, too!
The CRO penalty regime is very harsh on small companies. I got a late filing accepted some years ago for relatively small cost, did all the work myself, got a solicitor to present it to the court. However I understand that it is more difficult nowadays to get a judge to allow late filing.
Yes, they are very harsh. I would imagine that larger, operating companies can stem thenm w/o problems. It seems to me that the CRO's hands are also bound by strict Company Law ruling to help out a stupid case like myself.
You major issue is probably that you will need to present audited accounts for the next 3 years, even though you are not trading this will be costly.
Yes, this is one of the things I am also worried about. That is why I am considering to wind the company down.

I suggest getting the filing in paying the late fee, then getting the company struck off before next filing is due.
My ARD is today (4th JAN), which means I would have 56 days (1st MAR) until I have to file the next annual returns in audited form.

Is it even realistic to get the company struck off until then?

I am not sure if I can really match all the conditions from the Leaflet No. 28 (Company Strike Off), 1.2.1.:

  • 1.2.1(a): never carried out business
  • 1.2.1(b): the company has, within 3 months before the date of the application --> Not sure if I can match this condition this due to the 56 days limit
    i) resolved to apply to the Registrar to be struck off the register on the ground that it has never carried on business or has ceased to carry on business; and
  • (ii) resolved that pending the determination (or, should it sooner occur, the cancellation, at its request, of this process) of its application to be struck off, the company will not carry on any business or incur any liabilities;
  • A copy of the special resolution must be filed with the CRO. If it is not already submitted when applying for voluntary strike-off, it should be filed with the H15 on the G1-H15 form.
  • (c) the company has delivered to the Registrar all annual returns required by section 343 that areoutstanding in respect of the company as at the date of the application; --> If I miss the 56 days timeline to this year, I have to pay for the audit. I can't do that, unless this is very cheap.
  • (d) the company has delivered to the Registrar a certificate in the Form H15 (filing fee €15) signed by each director certifying that as at the date of the application -
    • (i) the amount of any assets of the company does not exceed €150;
    • (ii) the amount of any liabilities of the company (including contingent and prospective liabilities) does not exceed €150; and
    • (iii) the company is not a party to ongoing or pending litigation;
  • (e) the Registrar has received from the Revenue Commissioners written confirmation dated not more than 3 months before the date on which the Registrar receives the application that the Revenue Commissioners do not object to the company being struck off the register; and --> The timeline will kill me here.
  • (f) the company has caused an advertisement, in the prescribed form (see 1.2.5), of its intention to apply to be struck off the register to be published within 30 days before the date of the application in at least 1 daily newspaper circulating in the State. --> That is expensive (250), but but I think not doable in terms of timeline.
  • (e) the Registrar has received from the Revenue Commissioners written confirmation dated not
    more than 3 months before the date on which the Registrar receives the application that the
    Revenue Commissioners do not object to the company being struck off the register; and
  • (f) the company has caused an advertisement, in the prescribed form (see 1.2.5), of its intention
    to apply to be struck off the register to be published within 30 days before the date of the
    application in at least 1 daily newspaper circulating in the State.

They are somehow acceptable - only this part really makes me worried:

"There can also be unpleasant consequences for directors of such companies in that a disqualification order may be made against them by the High Court on the application of the Director of Corporate Enforcement."

Does this mean jail time or ruinous fines? If yes, I am screwed. How many directors have been prosecuted in the last years? I am sure that I am not the only company owner that got hammered last year.But for a dormant, non-trading company?

If there are no creditors involved, those consequences may be acceptable to you.
There are no creditors involved (no assets, no activity of the company whatsoever, single directorship, and a history of proper annual return paperwork with non-trading status).

I guess it does not make sense to ask for help with a supervisor at the CRO / enterprise.gov.ie? I am no longer in the country (since 2020), and this whole thing just looks very bleak to me.

Thanks you very much for your thoughts in this matter!
 
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cremeegg

Registered User
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3,715
"There can also be unpleasant consequences for directors of such companies in that a disqualification order may be made against them by the High Court on the application of the Director of Corporate Enforcement."

Does this mean jail time or ruinous fines? If yes, I am screwed. How many directors have been prosecuted in the last years? I am sure that I am not the only company owner that got hammered last year.But for a dormant, non-trading company?
My understanding is that the ODCE usually only gets involved if asked to do so, by a liquidator or an unhappy creditor. In the case you outline it seems unlikely that they would be interested.

Banning you from serving as a director is the only penalty afaik. Fines etc arise from cases of fraudulent trading which are often connected with strike offs. In your case if there was no trading that would not be relevant.

I am not a lawyer and you can google most of these things.

Let us know how it develops.
 

dublin67

Registered User
Messages
355
You can always just do nothing and let the company be struck off in a few years for non-filing. There is the outside risk of a prosecution and the CRO do take a small number of cases each year. However, I'd take a guess that there will be so many companies involuntarily struck off in the next few years that the percentage of directors prosecuted will be even less. You can always resign as a director using the B69 procedure and then the CRO will have to find someone to prosecute.

This is a practical suggestion and not without its risks. The alternative is to file the accounts late, pay the fine and then apply for strike off.
 

ClubMan

Registered User
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45,163
@ouchouch - my sympathies with having so much to deal with in one year. I hope that you are coping ok and that the company issues aren't causing undue additional pressure...

I wonder if your Local Enterprise Office might be able to help/advise/support you in this matter at all?
 
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