CRO recommenced the involuntary strike off process in August 2025.
The CRO initially targeted companies with the longest annual returns outstanding. The first group of these companies was struck off the Register and dissolved on 14 January 2026. The CRO continues to strike off late companies on a weekly basis.
In this article, we address key questions about the involuntary strike off process, what directors need to be aware of, and the potential consequences for directors of companies struck off involuntarily.
While involuntary strike off may appear to be a convenient solution for a company that has ceased trading or never traded, directors must understand the significant risks involved — including disqualification and potential personal liability.
How is a Company Struck Off Involuntarily?
The Companies Act 2014 sets out various breaches that would result in a company being struck off involuntarily with the most common being failure to file an annual return.
- The company has failed to file an annual return with the CRO
- The Revenue Commissioners have given a notice under Section 882 of the Taxes Consolidation Act 1997 to the Registrar of the company’s failure to deliver the statement required under Section 882 of that Act.
- The Registrar has reasonable cause to believe that the company does not have an EEA resident director or there is no Non-Resident Bond or Real and Continuous Link in place.
- Failure to notify the Registrar of the situation of the registered office of a company on receipt of a notice from a registered office agent that the registered office of the company is no longer care of that agent (not yet commenced)
- No secretary of the company is recorded on the Register of Companies
- Failure to file the beneficial ownership details with the Register of Beneficial Owners
- The company is being wound up and the Registrar has reasonable cause to believe that no liquidator is acting
- The company is being wound up and the Registrar has reasonable cause to believe that the affairs of the company are fully wound up and that the returns required to be made by the liquidator have not been made for a period of six consecutive months.
- There are no persons recorded in the office of the Registrar as being current directors of the company.
When Does the Process Start?
In normal circumstances a company has 180 days from its filing ARD deadline before the CRO will commence the involuntary strike off process. This normally starts with a 10-week warning letter being sent to the company before the next steps of the process commence as outlined in the next point.
However, due to the massive backlog in late companies since March 2020, the CRO is currently prioritising companies with the longest outstanding annual returns. These companies will be the first companies struck off and the CRO are issuing approximately 1,000 letters per week to these late companies. It will take approximately 12 months to get back to the normally process.
What is the Process?
Unless the company takes remedial steps to stop the process and make the outstanding filings, the process starts with
- The CRO issues a statutory strike off notice to the company at its registered office address. This is sent by letter and by email (where an email address was included in the most recent annual return)
- 28 days after the strike off notice was issued, notice of the impending strike off will be inserted into the CRO Gazette
- 28 days after notice was inserted into the CRO Gazette the company will be struck off the Register.
After a company has been struck off the register, a notice dissolving the Company will be published in the CRO Gazette.
How Can a Company Prevent Involuntary Strike Off?
Immediate action is essential.
Directors should:
- Identify the reason the company has been placed on the strike off list
- Determine which filings are outstanding
- Prepare and file all outstanding returns and financial statements
- Pay all applicable late filing penalties
- Contact the CRO to confirm that the company has complied and request removal from the strike off list
The 56-day timeline (28 days + 28 days) passes quickly. Delays can result in irreversible consequences.
What risks do directors face if a Company is struck involuntarily?
The consequences of involuntary strike off are serious and may include:
- Company Assets vest in the State and any bank accounts being frozen
- Directors may be disqualified from acting as a director
- If the company continues to trade while struck off the Register the directors will be trading in their personal capacity and are personally liable for any debt that was incurred while the company was struck off
- Reputation risk for the company and the directors if the company is struck off or continues to trade while dissolved
What is Disqualification of a Director?
Restriction or disqualification is one of the most common enforcement actions taken against directors.
If a company has been struck off for failure to file an annual return the Corporate Enforcement Authority (“CEA”) may initiate disqualification proceedings against the directors.
Disqualification means a person being disqualified from being appointed or acting as
- a director or other officer,
- statutory auditor,
- receiver, liquidator or examiner or
- being in any way, whether directly or indirectly, concerned or taking part in the promotion, formation or management of any company
The typical period of the disqualification is 5 years and we have seen directors disqualified for up to 16 years.
For directors involved in multiple companies, disqualification can have significant professional consequences, including mandatory resignation from directorships. This is a very serious situation for a person who acts as a director or even manages a number of companies as they will have to resign as a director if disqualified.
A person can be disqualified by way of:
- Disqualification Order by the court; or
- Accepting a Disqualification Undertaking – whereby the person submits to being subject to disqualification, by accepting and signing a prescribed disqualification undertaking in lieu of court proceedings.
Who Takes the Disqualification Proceedings?
The CRO forwards the names of the companies struck off the Register involuntarily to the Corporate Enforcement Authority and the CEA (not CRO) initiates the disqualification proceedings against directors. They will focus on: –
- Companies that had debt outstanding when the company was struck off
- Directors of multiple companies that were struck off involuntarily
The CEA published an Information Note on Disqualification of Directors under Company Law providing guidance on the purpose and effects of disqualification, and on the various ways in which a person can be disqualified from acting as a company director.
How to Avoid Disqualification?
Directors should consider the following options:
- File the outstanding annual returns and audited financial statements and pay the late filing penalties before the company is struck off
- Apply for voluntary strike off (where filings are up to date)
- Place the company into a members or creditors voluntary liquidation before being struck off involuntarily (company does not have to file the outstanding annual returns or financial statements)
- Pay off the outstanding debts of the company
- Restore the company to the Register
- Engage proactively with the CEA
- Accept the disqualification undertaking (to avoid court proceedings)
- Defend the proceedings in court, where appropriate
Summary
Involuntary strike off should not be regarded as a convenient method of closing a company.
Directors have clear statutory obligations and should take appropriate steps to properly wind up or regularise a company’s affairs. Failure to do so may result in disqualification, personal liability and reputational damage.
If your company is at risk of strike off, early professional advice is strongly recommended.
NB: The content of this article is provided for information purposes only and does not constitute legal or other advice.
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