Simplified Liquidation Procedure
Act No. XVIII of 2025, the Companies (Amendment) Act (the “Act”), was published on 11 July 2025, although it has not yet entered into force. Among its key reforms, the Act introduces a simplified dissolution mechanism designed to modernise and streamline the corporate liquidation process.
Purpose of the New Procedure
The principal aim of the new procedure is to offer companies that have ceased operations or never began trading a faster and more efficient method of being struck off the Register of Companies. This reform is clearly targeted at private limited liability companies that have been inactive for an extended period and that do not fall within the categories of public companies or regulated entities.
By introducing the Simplified Liquidation Procedure, the legislator intends to significantly reduce the time required to dissolve companies whose continued legal existence no longer serves any practical or commercial purpose.
Eligible Companies
Under the proposed framework, a company that has been inactive for at least six months may apply to the Registrar for dissolution and removal from the register by submitting a prescribed form signed by its directors. Eligibility is subject to several conditions.
In particular, during the six months preceding the application, the company must not have carried out any business activities, employed any individuals (other than company officers), or retained any outstanding liabilities. The company must also declare that its shares have not been pledged at any point during this six-month period.
Application Process
To commence the procedure, the company must file the required documentation with the Registrar, including the newly introduced B1 statutory form. Through this form, the directors must confirm that the company:
• Is not a regulated entity
• Has fully settled all creditor liabilities or obtained written waivers from creditors
• Is not involved in any ongoing legal proceedings
• Holds assets not exceeding €5,000
• Has not entered into any contracts in the preceding six months, except for agreements with service providers
In addition, the company must declare that:
• All amounts due to government authorities have been paid
• No employees remain, apart from company officers
• All bank accounts have been closed
• VAT deregistration has been completed, where applicable
• A shareholders’ resolution approving the dissolution has been duly passed
The application must also include a declaration by the directors accepting personal responsibility for any obligations that may arise after dissolution. This responsibility must be assigned to a specifically named individual either a director or another authorised representative together with the company secretary, both of whom must formally accept this role.
Once the application is complete, the Registrar will publish a notice either in the Government Gazette, on the Registrar’s website, or in a daily newspaper indicating that the company will be struck off after three months. During this period, the appointment of a liquidator is not required. Instead, the procedure allows dissolution to proceed without a liquidator, provided all statutory requirements are satisfied.
This represents a significant departure from the traditional liquidation process, which typically necessitates the involvement of an independent liquidator. However, the procedure cannot be utilised until the relevant provisions of the Act are formally brought into force. Although implementation was initially anticipated for November 2025, this has not yet occurred.
Consequences of the Procedure
The simplified liquidation regime is expected to substantially lower both the time and cost involved in dissolving inactive companies. By removing the need for a liquidator and relying on a streamlined, documentation-based process, it reduces administrative burdens for companies and the Registrar alike.
Ultimately, the procedure should contribute to a more accurate and up-to-date companies register, while also providing greater legal certainty for directors, creditors, and regulatory authorities.
