Every year, Irish business owners quietly stop trading and assume that’s the end of it. It isn’t — and in 2026, with the CRO and Revenue both enforcing more actively than at any point in recent years, that assumption is proving very expensive.
The Misconception That Costs Thousands
Closing the laptop is not the same as closing the company. When a shop stops taking orders, a contractor stops invoicing, or a founder simply moves on to something else, the company or business name they used doesn’t disappear along with the activity. It stays on the register at the Companies Registration Office (CRO), and it stays live with Revenue, until someone formally deals with it.
Throughout 2026, both the CRO and Revenue have sharply increased enforcement. Following the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024, the CRO has fully resumed involuntary strike-off action against non-filing companies, and Revenue continues to apply fixed penalties and daily interest on unresolved VAT and tax positions regardless of whether a business is actually trading. Directors who assume that silence equals closure are the ones most often caught out.
Five Ways a Business Can Be ‘Not Trading’ — and What Each One Requires
1. Dormant Company (Still Registered, No Activity)
Under Section 365 of the Companies Act 2014, a company is dormant if it has no significant accounting transactions during the financial year and its only assets or liabilities are permitted ones (such as amounts due to or from group companies). A dormant company can qualify for audit exemption regardless of its size — but it is not exempt from filing. It must still file an annual return (Form B1) with the CRO every year and submit a nil Corporation Tax return (CT1) to Revenue within nine months of its year end. The single most common mistake we see is a director assuming ‘dormant’ means ‘no filing needed.’ It doesn’t.
2. Ceased Trading, But the Company Is Still on the Register
This is the grey zone that catches most people out. The business has stopped operating, but the company was never formally struck off or dissolved. Every statutory obligation continues exactly as before: CRO annual returns, corporation tax returns, and — critically — VAT and payroll registrations, which don’t cancel themselves. If you were VAT registered and don’t tell Revenue you’ve stopped trading, Revenue’s systems will continue to expect returns and will issue estimated assessments and penalties when they don’t arrive.
3. Sole Trader Who Stopped Self-Employment
Sole traders have it slightly simpler but the obligations are just as real. You need to notify Revenue that you’ve ceased self-employment, cancel any VAT and employer PAYE registrations that no longer apply, and file a final Income Tax return covering the period up to cessation. If you traded under a registered business name, you’re also required to notify the CRO of the closure within three months.
4. Voluntary Strike-Off (Closing Down Properly)
This is the correct route for a solvent company with no outstanding creditors that genuinely wants to close. Directors apply to the CRO using Form H15, confirm the company has ceased trading and has no assets or liabilities, and place a newspaper advertisement confirming the intention to close. Done correctly, this results in an orderly, planned dissolution — the opposite of what happens when a company is simply abandoned.
5. Involuntary Strike-Off (What Happens When Nothing Is Done)
This is the default outcome of doing nothing. When annual returns go unfiled, the CRO issues a statutory notice, followed — if there’s no response — by a public notice in the CRO Gazette. If the company still doesn’t act, it is struck off and dissolved. From that date, the company ceases to exist as a legal entity, limited liability protection ends, and anyone continuing to trade through it is doing so in a personal capacity. The full process typically runs several months from the first missed deadline, but once the Gazette notice is published, the clock moves quickly.
The Revenue Side: Obligations That Don’t Switch Off on Their Own
Ceasing to trade doesn’t cancel your tax registrations — you have to do that deliberately. Revenue requires a formal cancellation request (Form TRCN1, or notification through ROS) for VAT, employer PAYE, and Corporation Tax registrations. Until that’s done, Revenue’s systems keep expecting returns.
- VAT: a fixed penalty of €4,000 can apply for late or non-registration, non-submission of returns, or incomplete and incorrect returns — each treated as a separate default. Unpaid VAT accrues daily interest at approximately 0.0274% per day (roughly 10% annualised).
- Income Tax, Corporation Tax and CGT: unpaid liabilities accrue daily interest at approximately 0.0219% per day.
- Failure to pay or file outstanding returns after a registration is formally ceased can still result in penalties and interest for the periods up to the cessation date — cancelling the registration doesn’t erase what was already due.
These are not nominal late fees that fade away on their own. They compound the longer a business owner leaves the position unresolved, and Revenue’s enforcement has become considerably more systemised in the past year.
The CRO Side: The Filing Obligation That Survives Closure of the Business
| Compliance failure | Cost / consequence |
|---|---|
| Late annual return (Form B1) | €100 + €3/day, capped at €1,200 |
| Late filing (more than once in 5 years) | Loss of audit exemption for 2 years |
| Forced statutory audit after losing exemption | Approx. €2,000–€8,000 per year |
| Persistent non-filing | Involuntary strike-off proceedings |
| Company struck off / dissolved | Loss of limited liability protection |
Beyond the direct fees, a strike-off record is permanent and public. It shows up in due diligence for future investment, financing, or directorships, and directors of dissolved companies can face disqualification proceedings brought by the Corporate Enforcement Authority in more serious cases. Restoring a struck-off company is possible — administrative restoration within twelve months of strike-off, or a High Court application after that — but both routes involve legal costs, accumulated penalties, and outstanding filings, all of which must be cleared before restoration is granted
Case Studies: Three Business Owners, Three Outcomes
Case Study 1 — The Ecommerce Founder Who Just Stopped
A Dublin-based Shopify seller closed their online shop after eighteen months, moved on to full-time employment, and assumed the company would ‘wind down on its own’ since there was no activity left. Two annual returns were missed. The CRO issued a statutory notice, then a Gazette notice, and the company was struck off and dissolved roughly five months later. The founder discovered this only when a supplier queried an old invoice — by then, restoring the company required a court application, accumulated late filing penalties, and legal fees that came to several times what a proper voluntary strike-off would have cost at the outset.
Case Study 2 — The Consultant Who Forgot to Deregister VAT
An IT contractor stopped trading through their limited company to take up a permanent role, but never submitted a VAT cancellation request. Revenue’s system continued to expect bi-monthly VAT returns. After several periods with no returns filed, fixed penalties and daily interest began accumulating on an account that had, in reality, no further business activity. The position was only resolved once the company engaged an accountant to formally cancel the VAT registration and negotiate the outstanding penalties — a process that took weeks and cost considerably more than the five-minute cancellation would have, had it been done at the time trading stopped.
Case Study 3 — The ‘Dormant’ Company That Wasn’t Filing
A holding company set up for a property investment sat dormant for three years while its director focused on other ventures, on the assumption that a dormant company had no filing obligations at all. In fact, the company had missed its CRO annual returns for two consecutive years. This triggered the loss of audit exemption for the following two years, meaning the eventual return to compliance required a full statutory audit of accounts that, in substance, contained almost no transactions — an audit bill running into thousands of euro for a company that had done, quite literally, nothing.
(These case studies are illustrative composites reflecting patterns we see regularly among Irish business owners, not individual clients.)
How to Close, Pause, or Keep a Company Compliant — Properly
Decide early whether you’re pausing (dormant) or ending (strike-off) — the obligations are different, and ‘I’ll figure it out later’ is how both get missed.
If dormant: hold a directors’ meeting to formally record the dormancy decision, and keep filing your annual return and nil CT1 every year without fail.
If ceasing trading permanently: cancel VAT, employer PAYE and any other Revenue registrations via TRCN1 or ROS, file final accounts and a final tax return, and settle any outstanding liabilities.
If closing the company entirely: use the voluntary strike-off process (Form H15) while the company is solvent and has no outstanding creditors — this is materially cheaper and faster than recovering from an involuntary strike-off later.
If you traded under a registered business name as a sole trader, notify the CRO of the closure within three months using Form RBN3.
Frequently Asked Questions
Yes. A dormant or non-trading company still must file its CRO annual return every year and submit a nil Corporation Tax return to Revenue. Only a company that has been properly struck off or dissolved has no further filing obligation.
You can, but it’s the most expensive way to close a business. Involuntary strike-off leaves accumulated penalties, a permanent public compliance record, and — if you need the company back — a restoration process that costs far more than a planned voluntary strike-off.
Limited liability protection ends on dissolution. If the business continues to operate in any form afterwards, it’s being carried on in a personal capacity, without the legal protection the company structure was providing.
Only if you registered a business name. In that case, you must notify the CRO of the closure within three months using Form RBN3. You’ll also need to notify Revenue and file a final Income Tax return.
No. Cancelling a registration stops future obligations; it doesn’t remove liability for returns or payments that were already due before the cessation date. Outstanding periods still need to be filed and settled.
Usually yes. Administrative restoration is available within twelve months of strike-off provided all filings are brought up to date and penalties paid. After that window, restoration requires a High Court order, which involves legal costs and takes considerably longer.
Make the decision — dormant, wind down, or close — while the company is still in good standing, and act on it immediately rather than leaving it unresolved. Every one of the case studies above would have cost a fraction of the eventual bill if addressed in the first few months.
How Forti Helps
Whether a company is dormant, has stopped trading, or needs to be closed down properly, we handle the CRO filings and Revenue cancellations that keep the process clean — so it doesn’t turn into a strike-off, a forced audit, or a personal liability problem months down the line.
Talk to Forti Before You Walk AwayMonthly bookkeeping and management accounts from €195/month + VATIrish company formation, CRO fee included: €250Dormant company filings, VAT/PAYE deregistration and voluntary strike-off support available on request.
If you’re thinking about pausing, closing, or you’ve already stopped trading and aren’t sure what’s still outstanding, get in touch with the Forti team at forti.ie before the CRO or Revenue make the decision for you.
