# Closing Limited Company



## infoman (22 Jan 2009)

Hi Folks,

Had setup a limited company with an online company but infact what i required was the sole trader option.

How do i close down the limited company in the cheapest way possible and what is involved?

The company has no assets whatsoever and is non-trading.

Thanks


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## Elphaba (23 Jan 2009)

See the other thread, closing ltd. company. Phone the companies office,
then your accountant. People need to consider long term implications
before setting up a limited company. They are not always the best option.


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## elgransenor (23 Jan 2009)

Hi,
I have written an article on this on businessandlegal.ie
Basically you can wind up by way of written resolution by all the members after filing a declaration of solvency.

I am creating a website which will provide information for entrepreneurs, sole traders,limited companies etc.

It is a work in progress but I hope it will be fairly useful when I have added all the content which I intend putting on there.


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## Elphaba (25 Jan 2009)

Thats very interesting, so if you are solvent, you can wind up a company without publishing a notice in the papers? I'll be interested to view website. Thanks


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## bond-007 (25 Jan 2009)

The notice in the newspaper is required in all cases.


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## podowd (27 Jan 2009)

the cheapest way to close a company is a voluntary strike-off, it will involve putting an ad in the paper but that is the only cost if you are prepared to deal with all the paperwork yourself. see cro.ie for guidance;

[broken link removed]

have you tried asking the company you bought it from if they're interested in taking it back as a shelf company? if the company has not been used they can change directors/shareholders and may be able to re-use (not guaranteed but worth a try)


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## elgransenor (27 Jan 2009)

You need to do more than advertise it in the newspaper.
You also need a statutory declaration, report of auditor/accountant and publish a notice in Iris Oifigiul.
I have written about this in www.businessandlegal.ie
If you have any queries give me a shout if you like but your accountant/solr. should be able to help you.

PS you also need to advertise in newpaper as podowd has rightly pointed out.


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## oopsbuddy (27 Jan 2009)

elgransenor said:


> You need to do more than advertise it in the newspaper.
> You also need a statutory declaration, report of auditor/accountant and publish a notice in Iris Oifigiul.
> I have written about this in www.businessandlegal.ie
> If you have any queries give me a shout if you like but your accountant/solr. should be able to help you.
> ...



If the company has no assets (and no liabilities), is not trading (or has never traded), has never registered for tax with the Revenue Commissioners (or if it has registered, it is up to date with all outstanding returns and payments (or refunds) and can obtain a Letter of No Objection from the Revenue Commissioners), it can apply for Voluntary Strike-off (VSO) by the Companies Registration Office, as long as it is still before the filing deadline for its next annual return. If it is a relatively new company (??) and no accounts are required to be filed yet, the newspaper ad is the only real expense.

Statutory Declarations of Solvency are only required in a Members Voluntary Winding-Up (a solvent, voluntary liquidation). VSO is not a liquidation (as the directors' letter to the CRO will state that there are no assets or liabilities).


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## badabing (28 Jan 2009)

www.mystrikeoff.ie

They give a discount if you said you got a referral by your accountant


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## mystrikeoff (17 Feb 2009)

Firstly, many thanks for the plug badabing! It seems we've had quite a number of visits to our site from the link you provided.

Yes, we provide an option to company owners who want to close their limited company. The steps required are:

1) Obtain a letter of no objection from Revenue;
2) Prepare a declaration to be signed by a director. This will accompany the application for voluntary strike-off;
3) Advertise the strike-off in a national daily newspaper; and
4) Submit the application to the CRO

You would need to ensure that all tax returns are up-to-date with no amounts outstanding and that the company is de-registered under all tax headings with Revenue. Also, oopsbuddy correctly stated that the company needs to have no CRO annual returns outstanding.

elgransenor referred to a notice in Iris Oifigiul. This is not done by the company owner. CRO publish this notice.

I hope that clears things up for you infoman.


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## billythefish (17 Feb 2009)

I used them. I'd recommend them alright.


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## Ned_ie (8 Apr 2009)

Hey all

Just wondering when a company goes for a liquidation (voluntary that is) do all returns need to be upto date with the CRO?

Would be grateful if someone could let me know

cheers


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## DBRAN (8 Apr 2009)

yes and all the late filing fees if any


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## Graham_07 (8 Apr 2009)

And if returns are late then the accounts must be audited, a substantial extra cost.


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## MandaC (8 Apr 2009)

Plus no body will take on a Members Voluntary Liquidation unless the returns are up to date.  Too much hassle.


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## Ned_ie (9 Apr 2009)

Well heres my problem. the accountant did the accoutns and told me they were audited (as I am not an auditor - but also i didn't check them!). THe returns were filed late with the CRO so they returned them but in the meantime the company went into liquidation. So now we need to do the audit but who signs the accounts? The liquidator is not sure if the returns need to be filed or not.


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## oopsbuddy (9 Apr 2009)

Everybody should be cautious about applying the right label to the right procedure.

A Voluntary Strike-Off (VSO) of a company is NOT a liquidation. A VSO can be completed by the company owner, provided all of the conditions outlined previously are met, ie, it is a "clean" company, with no assets or liabilities, no outstanding issues with the Revenue and up to date with its filings at the CRO. This is simply applying to have the company struck off and dissolved.

A liquidation will typically be either (1) a Members Voluntary Liquidation (where the company must be solvent and have enough assets to cover all of its liabilities) and involves the swearing of a Declaration of Solvency by the directors, or (2) a Creditors' Involuntary Liquidation, which normally arises where the company is insolvent and cannot pay its debts, and the creditors are notified of this fact. In both these cases a liquidator is required, which will be expensive.

In either of the liquidation processes outlined above, the CRO will not pursue annual returns for any company that is in liquidation, which includes a company that is perfectly solvent but which has not filed its last annual return, prior to the appointment of a liquidator. Just to be technical for a moment though, the company's obligation to file its annual returns WILL continue, but in practice, the CRO will not pursue a company in liquidation for any outstanding returns.

I hope the above is helpful.


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## oopsbuddy (9 Apr 2009)

Ned_ie said:


> Well heres my problem. the accountant did the accoutns and told me they were audited (as I am not an auditor - but also i didn't check them!). THe returns were filed late with the CRO so they returned them but in the meantime the company went into liquidation. So now we need to do the audit but who signs the accounts? The liquidator is not sure if the returns need to be filed or not.



Ned, if the company is now in liquidation, the returns do not need to be filed. If it is "strike-off listed" (typically for failing to file returns with accounts) you must decide if you want to keep the company or not. If you do, you must bring the filing up to date and for this your accounts must be audited, not just this time, but the next time too (see previous posts for getting around this). If not, you have the option of letting the CRO strike it off involuntarily, but this carries some personal risks, especially if there are unpaid creditors out there, or you can bring it up to date (see above) and then apply for VSO (see other post above).

You should also verify with your accountant why the accounts were not audited if he told you they were, and check that you weren't charged for a service that you didn't get. Maybe they were audited, but were rejected because they were filed late and you needed to pay late filing fees? If they were audited, simply return them to the CRO with the additional payment.


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## Ned_ie (9 Apr 2009)

Thanks folks - It is a Voluntary Members Liquidation so thanks for letting me know no need to bring the CRO up to date.

I am an accountant and outsourced the accounts and audit to the another firm as I was up the walls at the time (not so now unfortunately!) they charged a fortune and had the accounts signed off etc. Unfortunately, the file was transferred from me then to the solicitor who was supposed to clear everything. THe solicitor didn't file the B1's. So I arranged for teh filing and then realised that the accounts weren't audited. When i went back to the firm they said "TOUGH". So now there is a lot of issues!

Whats worse is the firm are friends of mine that I gave the business to to get them off the ground. Since then I have realised they are a rubbish practice and wouldn't recommend them if they were the last firm on earth!

Thanks anyway folks


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## oopsbuddy (9 Apr 2009)

Sorry for your troubles Ned. If you need any help, let me know.


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## davrac (14 Apr 2010)

*Closing a Ltd compnay with financial liabilities to suppliers and revenue*

Hi All

I am the sole director of a Limited company which I can no longer run due to a seriuos decline in business, growing debt to suppliers the bank and revenue.

I have personal guarantees with the bank therefore the company debt will be my personal responsibility, I have next to no money available, how do i close the company and deal with suppliers and more importantly revenue.

Any and all advice is greatly appreciated.

Davrac


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## Paddy199 (15 Apr 2010)

Liquidation is your only option. Speak to your accountant.


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