This article is for Irish company directors who've received an enforcement letter from the CRO and need to understand what it means and how to respond.
If you're unsure whether you have a penalty notice, strike-off warning, or final notice, and what actions you need to take before the deadline, this guide explains each letter type, response procedures, and exactly how much time you have to fix the situation.
Key Takeaways
• You have 56 days from your Annual Return Date to file, with late penalties starting at €100 and increasing €3 daily up to €1,200.
• Section 725 strike-off warnings require filing all outstanding returns and paying penalties within 28 days to avoid company dissolution.
• Late filing in two consecutive years costs you audit exemption for the following two years, requiring mandatory audits.
• Once struck off, your company's assets transfer to State ownership and directors face personal liability for any post-dissolution trading.
• After dissolution, you have only 12 months to apply for restoration through the Registrar before requiring expensive court proceedings.
Laura Ryan is a practising Barrister at the Bar of Ireland. She graduated from the Honourable Society of King’s Inns in 2024, having previously qualified and practised as a Chartered Accountant in a big four accounting firm.
How much is the penalty if I file my annual return late?
The late filing penalty starts at €100 and increases by €3 for each day your return remains outstanding, with a maximum cap of €1,200. The penalty applies automatically once your 56-day filing window closes, and you must pay it before you can submit your outstanding return.
How much time do I have to file my annual return before penalties start?
You have 56 days from your Annual Return Date (ARD) to file your return without penalty. This deadline appears on your incorporation certificate and previous annual return confirmations, and the 56-day window begins on your ARD, not when you receive reminder letters.
What happens if I ignore a CRO strike-off warning letter?
If you ignore a strike-off warning, the CRO will proceed to dissolve your company, which means it ceases to exist as a legal entity. Once dissolved, your company's assets transfer to State ownership, and directors who continue trading face personal liability for any debts incurred after dissolution.
What's the difference between a strike-off warning and a final strike-off notice?
A Section 725 strike-off warning is the initial serious enforcement action giving you at least 28 days to remedy defaults like filing outstanding returns. A final strike-off notice comes after the initial warning and gives you one last opportunity, typically just days rather than weeks, to complete all requirements before the company is actually removed from the register.
What exactly do I need to do to respond to a strike-off warning letter?
You must complete every remedial step listed in the warning letter, which typically includes filing all outstanding annual returns, paying all late filing penalties, updating the register of members if needed, and filing any other outstanding CRO forms. Partial compliance doesn't prevent strike-off, the CRO cannot exercise discretion once the notice period expires without full compliance.
Can I lose my audit exemption by filing late?
Yes, if you file late in two consecutive years, you lose audit exemption for the following two years under the Companies Act 2014. This means you'll be required to have mandatory audits even if your company qualifies as small, which significantly increases your compliance costs.
How long do I have to restore my company after it's been struck off?
You have 12 months from dissolution to apply to the Registrar for restoration. Court applications allow longer periods but involve substantially higher costs of €2,000-5,000 in legal fees plus approximately €500 in court fees.
When should I get legal advice about CRO enforcement letters?
You should seek legal advice if you have multiple years of outstanding returns, accumulated penalties exceeding €5,000, previous strike-off warnings, or if your company has already been struck off. Legal advice is also essential if creditors are threatening action, you continued trading after dissolution, or you believe penalties were applied incorrectly and exceed €1,000.
