New regime for involuntary strike-offs in Ireland
The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 has introduced significant changes to the regulatory framework for Irish companies. A key development is the amendment of section 726 of the Companies Act 2014, which sets out the grounds on which the Registrar of Companies may strike a company off the register, resulting in its involuntary dissolution.
Section 726 has long served as an important safeguard to preserve the accuracy of the register and to remove companies that are non-compliant or inactive. With effect from December 2024, the scope of section 726 has been widened to add new grounds for strike-off. The amendments form part of a broader effort to strengthen compliance, improve corporate transparency, and bring Irish law into closer alignment with EU anti-money laundering standards.
The old regime
Prior to the 2024 Act, the Registrar could initiate strike-off proceedings in cases such as:
- failure to file an annual return (section 343)
- failure to deliver particulars to Revenue (Form 11F)
- non-compliance with section 137 (absence of an EEA-resident director or failure to maintain a bond)
- absence of any directors on the register
- a liquidation where no liquidator was acting, or a liquidator failed to file returns for six consecutive months.
The policy aim was straightforward: to ensure that only genuine and active companies remained on the register. Once struck off, a company ceased to exist as a legal entity and its assets vested in the State. In practice, involuntary strike-off has been one of the most frequently used provisions in Irish company law, with over 11,000 companies removed from the register each year on average.
The 2024 amendments: new grounds for strike-off
The 2024 Act has extended the Registrar’s powers by introducing three additional grounds for strike-off. A company may be struck off if:
- it fails to notify the Companies Registration Office (CRO) of a change of registered office
- there is no current company secretary recorded at the CRO
- the Registrar of Beneficial Ownership notifies the CRO that the company has failed to file its beneficial ownership information with the Central Register.
These provisions came into effect on 3 December 2024. They reflect the State’s priority of ensuring that company information held by the CRO and other authorities is accurate and up to date. Unlike strike-off under some other provisions, these new grounds do not of themselves result in director disqualification.
Rationale and impact
The policy rationale is twofold. First, it ensures that basic company information, such as addresses and secretary details, remains current for the benefit of creditors, contracting parties and regulators. Second, it reinforces Ireland’s obligations under EU anti-money laundering directives by compelling compliance with beneficial ownership filing requirements.
The scale of potential impact remains significant. As of late 2024, an estimated 10–12 % of companies on the register had not filed beneficial ownership details, placing many at risk of involuntary strike-off (though more up-to-date proportions are not yet publicly confirmed). After being suspended due to IT difficulties, the CRO resumed strike-off enforcement during 2025. Media sources suggest the process is restarting and intensifying. In parallel, the CRO collected €9.7 million in late filing fees in 2024, underscoring the scale of non-compliance.
Practical implications
The widened scope of section 726 heightens compliance risk for companies. Directors and secretaries must now monitor not only annual return deadlines but also the accuracy of registered office details, secretarial appointments and beneficial ownership filings. Although the new grounds do not carry automatic disqualification, the disruption and reputational harm of a strike-off can be severe, and creditors and trading partners may also be directly affected.
The process is not immediate, it does offer an opportunity to cure defaults. The CRO issues notices and allows an opportunity to remedy the default before a company is dissolved. Prompt remedial action will usually prevent strike-off. If a company is struck off, restoration remains possible under section 737 and related provisions, but this involves cost and delay.
For practitioners, the message is clear: compliance monitoring can no longer focus solely on the annual return. The CRO has broader authority to strike off companies that do not maintain up-to-date filings. Regular reviews of CRO submissions and beneficial ownership filings should form part of routine governance.
Conclusion
The 2024 amendments to section 726 represent a material change in the compliance environment. Thousands of companies are now exposed to strike-off on grounds that go beyond the traditional focus on annual returns. Companies that have neglected their obligations face a far more assertive enforcement regime.
We are assisting clients to navigate these developments and to implement best practice in corporate compliance. For further information or advice, please contact Ken Casey (kcasey@hayes-solicitors.ie), David Mangan (dmangan@hayes-solicitors.ie), Matthew Van Der Want (mvanderwant@hayes-solicitors.ie) or your usual Hayes contact.
About the Authors
