By Richie Lennon
Closing an Irish limited company means settling its affairs and removing it from the register through the right legal process. Voluntary strike-off is for a company that meets strict conditions, including assets and liabilities each no more than €150. A solvent company with more to distribute may need a members’ voluntary liquidation. If it cannot pay its debts, get insolvency advice before moving money or applying to close it.
The decision to stop trading and the decision about how to close the company are different. You can finish the work, cancel subscriptions and shut the office while the company still exists, owes tax and has filing obligations.
Before choosing a closure route, find out what the company owns, what it owes and what its owners expect to take out. A bank balance alone will not answer those questions.
Choose the closure route before distributing the money
Start with a current balance sheet and a list of obligations that have not yet reached it. Include tax, staff costs, customer deposits, guarantees, disputed bills and contracts that are still running.
| Company position | Route to discuss | Important limit |
|---|---|---|
| No longer trading, with assets and liabilities each no more than €150 | Voluntary strike-off | All the other CRO conditions must also be met |
| Solvent, with assets to realise or money to distribute | Members’ voluntary liquidation | A formal process with a liquidator and a declaration of solvency |
| Unable to pay its debts | Insolvency advice and an appropriate winding-up process | Do not use strike-off to avoid creditors |
| Not trading now, but intended for future use | Keeping the company dormant | Dormancy does not remove annual filing and accounting obligations |
Assets and liabilities are tested separately for strike-off. A company with €20,000 in the bank and a €20,000 tax bill does not qualify simply because those amounts cancel out. Both are well above €150.
The CRO’s voluntary strike-off guidance sets out the conditions. The members’ voluntary winding-up guidance explains the solvent liquidation route.
Cash in the bank is not all available to the owners
We keep coming back to this point: cash and distributable profits are different things. VAT, payroll deductions, customer deposits and borrowed money can all increase the bank balance without creating profits available for a dividend.
Before closure, establish how much belongs to the company after its obligations are settled. Then decide how money will reach the shareholders. A dividend, repayment of a genuine director’s loan and a capital distribution are different transactions with different tax consequences.
Do not empty the bank account first and ask about the tax treatment afterwards. The route and the order of transactions matter.
Our director’s guide to dividends explains why the bank balance is not the dividend test. It does not mean a liquidation distribution is automatically a dividend.
Prepare the accounts and settle the obligations
Give the closure work a clear cut-off date. Agree who will finish each job and keep the evidence of completion.
| Area | What needs checking |
|---|---|
| Customers | Final invoices, debt collection, deposits, refunds and unfinished work |
| Suppliers and lenders | Final bills, repayment terms, leases and guarantees |
| Employees | Final pay, payroll reporting, notice and any redundancy obligations |
| Stock and equipment | Ownership, valuation, sale or transfer, and possible tax consequences |
| Directors and shareholders | Loan balances, proposed repayments and distributions |
| Revenue | Outstanding returns, liabilities and cessation of relevant registrations |
| CRO | Annual returns and accounts required before the application |
A bookkeeping balance is a starting point. Reconcile the bank, check the tax accounts and identify transactions that still need to be posted. A company can look solvent until the missing tax provision or unpaid supplier bill appears.
If assets are sold or transferred, review the tax before agreeing the transaction. VAT, Corporation Tax and capital gains treatment depend on the asset and the circumstances. Transferring something to yourself is not automatically tax-free.
What voluntary strike-off involves
The company must have ceased trading or never traded, meet the asset and liability limits, have no pending litigation and bring its CRO filings up to date.
The application uses Form H15 through CORE. The CRO guidance currently specifies a €15 filing fee. It also requires a special resolution and Revenue’s letter of no objection, each within the prescribed three-month window, and a qualifying newspaper advertisement within 30 days before the application.
These are coordinated steps, rather than documents to collect whenever convenient. If one expires while another is being prepared, the application may need reworking.
After acceptance, the proposed strike-off is advertised and objections can be made during the relevant 90-day period. That does not turn the whole process into a guaranteed three-month service. Preparation, incomplete records and objections can affect the time required. Check the current CRO procedure when preparing the application.
Revenue’s letter is not a tax clearance certificate
For voluntary strike-off, Revenue requires the relevant returns to be filed, outstanding tax liabilities to be dealt with and the company’s tax registrations to be ceased as appropriate.
The document needed is a letter of no objection to voluntary strike-off. It is not simply a general tax clearance certificate.
Revenue explains the request through MyEnquiries and the authority an agent needs in its voluntary company strike-off guidance.
Agree who is responsible for the final tax filings, the cessation notifications and the letter. Closing the bank account does none of those jobs.
A solvent liquidation is a different process
A members’ voluntary liquidation is a formal way to wind up a solvent company. The directors must be able to support the declaration that the company can pay its debts in full within the required period, which must not exceed 12 months. A liquidator handles the winding up.
This route can matter where there are assets or shareholder distributions that make strike-off unsuitable. Its legal and tax requirements deserve their own review. Do not treat “solvent” as permission to distribute every euro immediately.
Liquidator fees, accounting work and tax advice vary with the records, assets, shareholders and outstanding issues. Ask for the scope and likely costs before choosing the route. Around Finance’s accounting or tax work is not a promise to act as liquidator.
Check tax at company level and shareholder level
There can be two separate questions: tax when the company disposes of an asset, and tax when value reaches the shareholder. A relief available to an individual does not automatically exempt a disposal by their company.
For standard chargeable gains on disposals from 7 October 2026, Revenue confirms a 31% rate. Disposals up to 6 October generally used 33%, and development land remains subject to 33%. Company gains are generally dealt with through Corporation Tax, with separate treatment for development land.
For example, assume a company disposes of an ordinary chargeable asset after 6 October 2026 and has a taxable gain of €100,000 after the relevant calculations. With no relief or losses assumed, the standard effective tax on that gain is €31,000. That example does not calculate any subsequent shareholder tax.
See Revenue’s rate-change notice and capital gains for companies. The October change has effect through the Budget financial resolution; this is not a claim that the full Finance Act has already been enacted.
Our view on exit planning is straightforward: raise it before the transaction is committed. Share ownership, the type of disposal and the conditions of a relief can change the result. Retirement Relief or Revised Entrepreneur Relief is not something to assume because the owner is retiring or closing a business.
Keep the bank account until its job is finished
The account may still be needed to collect debts, pay final liabilities, receive refunds or carry out an agreed distribution. Closing it too early can create avoidable work.
Once the transactions and the closure route are agreed, confirm with the bank what documents it needs and when the account should close. Do not assume the bank will automatically follow a CRO application.
Keep the company’s accounting and tax records after closure. Revenue’s record-keeping guidance sets a general six-year requirement. Get advice on longer retention where there is an enquiry, dispute or another specific obligation.
Get the closure scope in writing
Ask the adviser to identify the route, final filings, tax calculations, documents, responsibility for each task and anything excluded from the engagement. A quoted filing fee is not the whole cost of closing the company.
If you need accounting or tax help with a closure, start with our tax accountant service and agree the specific work. For an ongoing Irish business turning over €250,000 or more, a Finance Fit Call can assess wider finance support. A company closing down does not need to pretend it fits an ongoing monthly service.
FAQs
It depends on the route and how ready the company is. Voluntary strike-off includes a 90-day objection period after the relevant advertisement, as well as preparation and processing. Missing filings, unresolved liabilities or objections can extend the process. A liquidation follows its own timetable. Do not rely on a universal three-to-six-month promise.
A future company name must meet the CRO’s current naming rules and availability requirements. Closure does not reserve the old name for you or remove another party’s trademark rights. Check before building a new business around it.
Not while it is still needed for collections, payments, refunds or agreed distributions. Set the closure sequence with your adviser and the bank. The account and the legal company are separate matters.
The CRO’s current H15 filing fee is €15, but that excludes the advertisement, accounting, tax and other professional work. A liquidation also involves liquidator costs. The records, assets and outstanding obligations determine the scope, so request a written quote rather than a universal price.
There are administrative and court restoration routes with conditions and time limits. The CRO describes administrative restoration within 12 months and court restoration within 20 years. Restoration is not automatic or a substitute for closing properly. See the CRO restoration guidance.
There is no universal guarantee. Company debts, personal guarantees, director conduct and the circumstances of an insolvency need separate consideration. A company’s limited liability does not cancel a guarantee you signed or protect improper distributions. Get advice before closure if any of those issues applies.
