Company
Restorations

How to Reinstate a Company in Ireland

When a company in Ireland is dissolved, its assets are automatically transferred to the government, becoming the property of the state. However, depending on how long the company has been dissolved, it may be possible to restore it:

• Administrative Restoration is available if the company has been dissolved for less than a year.

• High Court Restoration is necessary if the company has been dissolved for more than one year but less than 20 years.

Below is an overview of each process.

Administrative Restoration of a company

A company struck off under Section 733 of the Companies Act 2014 may apply for restoration by filing within 12 months of the date of dissolution. Here are the steps involved:

1. File Form H1
   Form H1 must be submitted within 12 months from the dissolution date of the company.

2. Meet Compliance Requirements Within 15 Months
   The following conditions must be met within 15 months of the company’s dissolution:

   • Submit all outstanding annual returns along with the required financial statements as per the Companies Act 2014.
   • If the company was struck off for non-compliance with Revenue Commissioner requirements, the company must provide written confirmation from the Revenue that all necessary statements under Section 882 of the Taxes Consolidation Act 1997 have been delivered.
     
     

3. Submission to CRO
   All documentation must be submitted to the Companies Registration Office (CRO) one day before the first anniversary of the company’s dissolution. If this deadline is missed, the company will need to pursue High Court Restoration.

High Court Restoration of a company

If Administrative Restoration is no longer an option, the company may be restored through a High Court process as outlined in Section 738 of the Companies Act 2014. Here are the key steps:

1. 1. Apply to the CRO

      • File all outstanding Annual Returns and Financial Statements with the CRO, paying any associated late filing penalties (capped at three years).
        
        
      • The CRO will issue a letter indicating they have no objection to the company’s restoration.
        
        

   2. Obtain Letters of No Objection

      • Minister for Public Expenditure and Reform: Seek a letter of no objection from the Chief State Solicitor’s Office.
        
        
      • Revenue Commissioners: File all outstanding tax returns and settle any penalties to obtain a Letter of No Objection from the Revenue Commissioners.

Affidavit & Petition

Prepare Affidavit and Petition

• An Affidavit detailing the facts surrounding the dissolution and a Petition requesting restoration are prepared.

• These documents are sworn before a Commissioner for Oaths by a Director of the company.

• A date for the High Court hearing is then set.

High Court Hearing

The Affidavit and Petition are presented in the High Court. If the Judge is satisfied with the documentation, a High Court Order for restoration is issued.

This High Court Order must be filed with the CRO within 28 days of issuance.

If you are looking to restore a company, get in touch with us below.