In the past the Registrar has accepted applications to strike companies off the register provided they stated that the company had ceased to trade and had no assets or liabilities. In light of the stricter compliance regime brought into operation by virtue of the enactment of the Company Law Enforcement Act, 2001, it was decided that it would be invidious to allow the process to continue, whereby directors would be able to effectively walk away from their company. With this in mind a new process was introduced for company's who are voluntarily applying to be struck off the register.

Applications for strike off will now have to originate from a currently registered director of the company. A letter must also be submitted to the Revenue Commissioners asking them for a letter of no objection to support the Company's application to be struck off the register. Upon receipt of this letter, the company must advertise its intention to apply to have the company struck off the register in a daily newspaper that is circulated in the locality of the registered office of the company. An application can then be made to the Registrar under Section 311 of the Companies Act 1963 (as amended) and the application should comprise the following:-

• The letter of no objection from the Revenue Commissioners.
• A copy of the advertisement placed in the daily newspaper, showing the name of the newspaper in which the advertisement has been placed together with the date of that newspaper.
• If applicable, all outstanding annual returns together with accounts and the relevant filing fees.
• A letter originating from a currently registered director of the company explicitly stating that the company has never traded or is no longer trading and has no assets or liabilities.
• This application must be made to the Registrar within 4 weeks of the advertisement first appearing in the daily newspaper.

Once received the Registrar will wait until he has a sufficient number of applications to hand before he commences the strike off process. This can take some time and until the company is dissolved, it is the responsibility of the directors to ensure that all filing requirements with the Registrar of Companies are kept up to date.

Once the Registrar has a sufficient number of applications, a first notice of strike off will be sent to the applicant company at the registered office address confirming the company's request for strike off. A second notice will be sent to the company on the expiry of one month from the date of the first notice, advising the company that it will be struck off the register and dissolved and that a publication will be made in Iris Oifiguil.

Returning documents to presenters

With effect from the 1st March 2002, documents which are inaccurate or which are not fully and properly completed may be rejected by the Companies Registration Office pursuant to Section 249 (A) of the Companies Act, 1990 (inserted by Section 107 of the Company Law Enforcement Act, 2001). Under this section, if a document delivered to the Companies Registration Office does not comply with the Companies Act, 1990 (Form and Content of Documents delivered to the Registrar) Regulations 2002 or with any other requirement of the Companies Acts, that document may be rejected by the Companies Office by serving notice on the presenter indicating the respect(s) in which the document does not comply. Unless a replacement document that complies with the matter(s) identified in the notice is delivered to the Companies Registration Office within 14 days, the original document will be deemed not to have been delivered to the Companies Office.

The Companies Office website, www.cro.ie has a comprehensive list of the reasons for returning individual forms and general documents and the legal requirements attaching to this.

Following discussions with the Companies Office, we have been informed that their computer systems are still in the process of being updated in order to enable them to issue automatic letters covering the rejection of documents. This system update will not be complete until the end of this year and more likely the beginning of next year. In addition, we have been informed that the 14 day period for returning documentation following rejection will be working days and will not include weekends.

We will contact our clients once the date for the implementation of this legislation is known and the Companies Office will place notices of this fact in the press and on their website.

Winter 2002.

For further information please contact Alan Browning.