Companies Act Limerick - 2

The first thing to attend to is however is for the company or its accountant to file all outstanding returns and accounts and to pay the late filing fee which is currently €100.00 A further  €3 accrues for every  day that the returns and accounts are not filed, although this is capped at a maximum of €1,200.00 per return. Late filing fees can therefore be quite high.  On receipt of same, and assuming the outstanding accounts and filings are in order, a director of the company or either its solicitor or accountant should write to the Companies Registration Office and request that the Companies Registration Office provide a ‘Letter of No Objection’. This is the first step in any successful restoration application.

In Re New Ad Advertising Company Limited, Laffoy J expressed the view that the Court has a very limited discretion to dispense with the requirement that outstanding returns be delivered to the Registrar of Companies in accordance with an order made pursuant to s. 12B(5). Laffoy J. stated that the legislative intent in enacting that requirement was to ensure that the striking-off mechanism as a deterrent against a breach of company law is not devalued. Laffoy J stated that it would be devalued, if a company could be restored to the register without the breach which gave rise to its striking-off being required to be remedied.

Once the ‘Letter of No Objection’ from the Companies Registration Office is at hand the next step is to draft the grounding affidavit, notice of motion and the petition.  These documents then have to be stamped and filed in the Central Office of the High Court, and a date for the hearing will be assigned.  Documents to be filed in the Central Office of the High Court must of course be filed in person which may entail the use of Town Agents for practitioners based outside of Dublin.

Practitioners should ask for a date at least a month to six weeks hence, for reasons to be outlined below.

Stamp duty totalling €182.00 will be incurred on these three documents together with Commissioner for Oaths costs associated with the grounding affidavit and its exhibits and also Town Agent Fees for those practitioners not based in Dublin.

The grounding affidavit should contain inter-alia paragraphs averring to the

1.Date of incorporation of the company
2.The objects of the company
3.The share capital of the company
4.A list of the directors
5.The reasons for the strike-off
6.The reasons why the company wishes to be restored to the Companies Register
7.Whether or not the company has continued to trade
8.An averment that neither the Minister for Finance nor the State has, either directly or indirectly, intermeddled in any of the assets of the company and that the company makes no claim against the Minister arising from the provisions of the State Property Act 1954.

9.An undertaking both on Petitioner’s behalf, and on behalf of the Company, to pay any and all outstanding taxes within one month of any Order to Restore the Company being made by this Honourable Court.


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