What to do if your company receives a compulsory strike off notice

Article Updated March 2026

1)     Introduction

In July 2023 the CRO re-commenced enforcement proceedings issuing 10 week warning notices to companies which were not up to date with their Annual Returns. This followed a hiatus period, of some 3 years, and since the outset of the pandemic, whereby a certain leeway has been afforded to companies to allow time to have returns filing brought up to date. In October 2023, the first compulsory / involuntary strike off notices will be issued affecting up to 10,000 companies. Following IT difficulties with the publishing of statutory notices on the CRO Gazette, the CRO stalled this process in early 2024. However, in August 2025 the compulsory strike off process has been initiated again with respective notices being issued and the first batch of non-compliant companies being struck off the register. The CRO have signalled that they are companies whose annual returns have been outstanding for the longest period.

2)     Grounds for Involuntary Strike Off

Under Section 726 of the  Companies Act 2014, the Register may institute procedures for a strike off, and for range of non-compliance grounds:

(a) The company has failed to make an Annual Return, as per Section 353*

(b) the Revenue Commissioners have given notice that the company failed to deliver to them a

statement of particulars on commencement of trading;

(c) the Registrar has reasonable cause to believe that the company does not have a Section 137 bond

in place despite having no EEA resident directors;

(d) The company is being wound up and Registrar has reason to believe no liquidator is appointed;

(e) 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 6 consecutive months;

(f) There are no persons recorded in the office of the Registrar as being current directors of the

company.

S59 The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 introduced further grounds for strike off amending S726 of the Companies Act 2014: (g) failure to provide confirmation of registered office; (h) failure to appoint a company secretary; (i) failure to comply with RBO information requirements.

*In effect, any company, for which the Annual Return is later for over one year is at risk of receiving an Involuntary Strike Off notice.

NOTE: the company directors are liable for disqualification proceedings under S842 if the company is struck off on any of the grounds (a) to (c) above.

3)     Consequences of a Strike Off Notice

The consequences of Strike Off notice, as referenced in S734, can be very punitive for a company and its directors, and particularly if it is still trading:

-        All of the assets in the company vest in the state.

-        The protection of limited liability is lost from the date of strike off.

-        The directors of the company are open to S842 disqualification proceedings from the Corporate

Enforcement Authority when a company is struck off on grounds (a) to (c) in Section 726.

-        The CRO may take a Section 797 application to the Hight Court to compel the directors to bring

matters up to date in respect of annual return filing obligations. The respective directors may also

be held liable for the said costs.

4)     Director Next Steps / Options available (with non-filing of Annual Returns)

It would be prudent for directors of companies in receipt of Involuntary Strike Off notices to heed the warnings and act early to mitigate against the risk of more detrimental outcomes.

The options available depend on the circumstances and present operations of the company at hand, and would include:

1) RETAINING COMPANY

• Bring Annual Returns up to date with the preparation of Audited Financial Statements for each year outstanding

• The attendant CRO late filing fees (capped at €1,200 per Annual Return or €3,660 for multiple late filings).

• A combined approach with District Court S343 Application may be an option in some instances to mitigate the number of statutory audits and CRO late filing fees.

2) CLOSING UP COMPANY

a)     Consider a Members Voluntary Liquidation – for solvent entities and non-trading entities where the company entity is no longer required in the future.

b)     Consider a Creditors Voluntary Liquidation – for insolvent entities with creditor debt, and for which the directors have a duty to conduct an orderly winding up.

By availing of one of these options as befits the company circumstances, directors can look to avoid the risk of more punitive outcomes, and fulfil their statutory duties.

This article is of a general nature in relation to company law requirements and Involuntary Notices. For professional advice call our team at McCarthy Walsh on 01 444 4260 for trusted advice in confidence.