Dissolved Company
/dɪˈzɒlvd ˈkʌmpəni/
A dissolved company is a business that has been officially removed from the company registry after completing liquidation or due to non-compliance, ceasing all legal existence and obligations.
A dissolved company is a business that has been officially removed from the company registry after completing liquidation or due to non-compliance, ceasing all legal existence and obligations.
A Dissolved Company is a business entity that has been officially removed from the company registry, meaning it no longer exists as a separate legal person under Irish law. This status typically follows a formal process where the company's affairs are wound up, assets distributed, and all obligations settled. Once dissolved, the company cannot trade, enter contracts, or incur new liabilities.
The dissolution of a company marks the end of its lifecycle, whether through voluntary action by directors and shareholders or involuntary action by the registry due to prolonged non-compliance. In Ireland, the Companies Registration Office (CRO) maintains the public record, and a dissolved company appears with that status on official searches. Understanding this term helps founders appreciate the finality of corporate dissolution and the importance of ongoing compliance.
For entrepreneurs, a Dissolved Company serves as a cautionary tale. It highlights the risks of failing to file subsequent annual returns or maintain a valid change of registered office, which can lead to strike-off proceedings. Proper governance ensures your business avoids this irreversible fate.
A company becomes a Dissolved Company through two main paths: voluntary dissolution or involuntary strike-off. Voluntary dissolution occurs when directors and shareholders agree the company has no debts, liabilities, or ongoing activities. They apply using Form H1 or similar, after which the CRO publishes notices and, if unopposed, dissolves the entity.
Involuntary dissolution happens when the CRO initiates strike-off for failures like not filing annual returns or ceasing operations. Notices are published in the Iris Oifigiúil, and if no response, the company is struck off. This process underscores the need for diligent compliance from incorporation via Form A1.
Upon dissolution, any remaining assets vest in the state as bona vacantia, managed by the Director of Public Prosecutions. Creditors lose rights to pursue claims after a period, though restoration allows revival. Directors must ensure proper liquidation to avoid personal liability.
Yes, a Dissolved Company can be restored via court application within 20 years for voluntary cases or shorter for strike-offs. This requires settling arrears and fees, often used for asset recovery. Restoration revives the company as if never dissolved, but costs are high.
Liquidation winds up affairs and distributes assets, often preceding dissolution. A Dissolved Company is the post-liquidation status where the entity ceases existence. Creditors' liquidation ensures fair distribution before final CRO removal.
Prevent dissolution by filing timely subsequent annual returns, updating change of registered office details, and maintaining active status. Engage a company secretary service to handle CRO obligations, avoiding strike-off risks.
Post-dissolution, most liabilities end, but directors face personal liability for misconduct like wrongful trading. Restoration reopens claims, so proper wind-up via voluntary liquidation protects stakeholders.
