Restoring a Dissolved Company

Same As

I own a house in a private housing development. The common/communal spaces are owned by a Management company which has been dissolved since 1999. A number of fellow owners and I are trying to explore our options for taking control of the old management company and ultimately common areas so that we can tidy up the title situation with the common areas.

Some research shows that if a Company has been dissolved for a period of 1-20 years an application can be made to restore the company to the companies register. Given that the Management company in question falls outside these parameters (Dissolved for 21 years next week), I'm struggling to find guidance on the next steps and sadly the CRO offices are currently closed so I cannot get any direct guidance from them.

I'm hoping that someone out there may have found themselves in the same predicament or could possible give some guidance as to the process here. Any information at all would be greatly appreciated.

(Not sure if I should have posted this in the Accommodation/Property Forum or if it is more relevant in this particular forum so my apologies to Mods if this is misplaced.)

Marcusm

Do you mean struck-off in which case it can easily be restored to the register or dissolved by means of a formal liquidation process? In the latter case, you would have next to no prospect of it being reversed.

Same As

Marcusm wrote: »

Do you mean struck-off in which case it can easily be restored to the register or dissolved by means of a formal liquidation process? In the latter case, you would have next to no prospect of it being reversed.

Hi there, thanks for the reply, much appreciated.

I can't seem to see any liquidator being appointed in the filings to CRO, nor is there any filing I can see for voluntary strike off. The company CRO Status is purely listed as 'Dissolved'.

Marcusm

Same As wrote: »

Hi there, thanks for the reply, much appreciated.

I can't seem to see any liquidator being appointed in the filings to CRO, nor is there any filing I can see for voluntary strike off. The company CRO Status is purely listed as 'Dissolved'.

If, as you say, the date of dissolution is more than 20 years past then you cannot even apply to the Court for restoration of the company. In such cases, the company’s property has vested in the State and you should find a suitable (good luck) solicitor who is able to engage on behalf of you and your fellow residents. Is this an apartment block or estate. If the former, I have difficulty in understand how the insurance etc will have been arranged. If the latter then, even if not taken in charge by the local authority, the State SD owner has control over the common areas.

hullaballoo

Marcusm wrote: »

Do you mean struck-off in which case it can easily be restored to the register or dissolved by means of a formal liquidation process? In the latter case, you would have next to no prospect of it being reversed.

In either event, the dissolution is pretty much irreversible at this stage.

Other means need to be employed now and as already advised, the only way forward is finding a solicitor who has experience to advise.

I would not be as pessimistic on that front as Marcusm is... plenty of solicitors knocking about who could assist in this.

Same As

Marcusm wrote: »

If, as you say, the date of dissolution is more than 20 years past then you cannot even apply to the Court for restoration of the company. In such cases, the company’s property has vested in the State and you should find a suitable (good luck) solicitor who is able to engage on behalf of you and your fellow residents. Is this an apartment block or estate. If the former, I have difficulty in understand how the insurance etc will have been arranged. If the latter then, even if not taken in charge by the local authority, the State SD owner has control over the common areas.

Thanks again for the response.

The property is located in an estate, no transaction of sale for any property within has come to a standstill regarding insurance, however, the matter regarding title has had a negative impact on previous sale prices achieved.

To complicate the matter further, I have spoken to the local authority who are unwilling to take in charge the development due to allocated parking within the estate. Also as an aside, the current lead time on an application is 6-7 years within this local authority.

hullaballoo wrote: »

In either event, the dissolution is pretty much irreversible at this stage.

Other means need to be employed now and as already advised, the only way forward is finding a solicitor who has experience to advise.

I would not be as pessimistic on that front as Marcusm is... plenty of solicitors knocking about who could assist in this.

Thanks for the response also. I will continue to do as much research as possible.

Marcusm

hullaballoo wrote: »

In either event, the dissolution is pretty much irreversible at this stage.

Other means need to be employed now and as already advised, the only way forward is finding a solicitor who has experience to advise.

I would not be as pessimistic on that front as Marcusm is... plenty of solicitors knocking about who could assist in this.

Didn’t mean to knock the solicitor; a recommendation cannot be made here and this is a relatively unusual situation that (effectively) abandoned land has been vested in the Minister for Finance without the dept’s management or knowledge. There won’t be many solicitors not Dept officials who have likely had to deal with this meaning the process is uncertain, the costs likely significant and the outcome uncertain. The worst of all situations.

hullaballoo

I didn't take it that you were knocking a solicitor, no worries.

My point is though that this is actually quite a common situation for developments built pre 2000 where the common areas are effectively in no man's land as far as ownership goes. Have dealt with a few of these myself. True they vest in the State per the State Property Act 1954 but the State's not really that interested. It's a bit of a legal contrivance to preserve continuity of ownership for circumstances just like this one.

That said, the precise circumstances of the case will dictate how the matter proceeds but it is only possibly with expert legal advice and is unlikely to reveal itself even through the most diligent research imo.

Same As

Marcusm wrote: »

There won’t be many solicitors not Dept officials who have likely had to deal with this meaning the process is uncertain, the costs likely significant and the outcome uncertain. The worst of all situations.

This is what I feared.

I'm not sure if I can refer to a previous case or not, but I found this case which might be relevant in this scenario.

Regardless, it's a sticky situation.

Claw Hammer

Marcusm wrote: »

Didn’t mean to knock the solicitor; a recommendation cannot be made here and this is a relatively unusual situation that (effectively) abandoned land has been vested in the Minister for Finance without the dept’s management or knowledge. There won’t be many solicitors not Dept officials who have likely had to deal with this meaning the process is uncertain, the costs likely significant and the outcome uncertain. The worst of all situations.

It has happened many times and the Dept of Finance or DPER is happy to accommodate people trying to fix up title. If a new company was formed and the shareholders are the same people who would have been the shareholders of the original company the dept will transfer the site to the new company.

Same As

Claw Hammer wrote: »

It has happened many times and the Dept of Finance or DPER is happy to accommodate people trying to fix up title. If a new company was formed and the shareholders are the same people who would have been the shareholders of the original company the dept will transfer the site to the new company.

My understanding is that the shareholders of the old company were the developers of the estate rather than the owners of the properties in the estate.

I'm genuinely very grateful for all of the responses received.

Claw Hammer

Same As wrote: »

My understanding is that the shareholders of the old company were the developers of the estate rather than the owners of the properties in the estate.

I'm genuinely very grateful for all of the responses received.

Everyone who bought a unit would have become a shareholder.

Marcusm

Marcusm wrote: »

There won’t be many solicitors not Dept officials who have likely had to deal with this meaning the process is uncertain, the costs likely significant and the outcome uncertain. The worst of all situations.

This happens all the time. Loads of solicitors can help you. The process is really quite simple and it shouldn't cost you too much. You will need to go to court and there's a cost to that. That much cannot be helped now.

The length of time is a complicating factor but not one that really changes anything unless the State has been using the land which seems really unlikely given what you've said.

Best of luck.

Claw Hammer

Deleted User wrote: »

This happens all the time. Loads of solicitors can help you. The process is really quite simple and it shouldn't cost you too much. You will need to go to court and there's a cost to that. That much cannot be helped now.

What would the o/p be asking the court to do?

Claw Hammer

Claw Hammer wrote: »

What would the o/p be asking the court to do?

I'm not here to give legal advice.

But if someone wanted to read Re Heidelstone they'd find it very interesting.

Claw Hammer

Deleted User wrote: »

I'm not here to give legal advice.

But if someone wanted to read Re Heidelstone they'd find it very interesting.

I would expect the costs to be quite substantial for such an application.

Same As

Same As wrote: »

This is what I feared.

I'm not sure if I can refer to a previous case or not, but I found this case which might be relevant in this scenario.

Regardless, it's a sticky situation.

Here is the link to the case you've mentioned.

This gives some hope, and while it may be costly the pain should be eased with costs split between a number of owners who are committed to resolving the issue. It has been a stumbling block in a number of sale transactions within the development so you would hope it might have a positive effect on values of properties in the development.

Claw Hammer

Claw Hammer wrote: »

I would expect the costs to be quite substantial for such an application.

It's an unopposed Special Summons application. The State parties pretty much never object. There's a cost. It's not substantial when you consider the management company probably has more than 20 or so members who can all contribute to the costs.