The Court of Appeal dismissed Arnaud D. Gaultier’s appeal against the refusal of his judicial review challenge to the Registrar of Companies’ decision to dissolve Loire Valley Limited.
The company was dissolved after failing to file its 2010 annual return. The Registrar issued an involuntary strike-off notice in January 2012, followed by a statutory notice published in Iris Oifigiúil on 24 February. The company was struck off the register on 1 April, with notification published on 6 April 2012.
Gaultier had contacted the Companies Registration Office by email in February, referring to ongoing litigation with the Revenue Commissioners. The judgment says he gave no other reason for the missing returns. It also records that he never made a formal application to the Registrar or the court to restore the company.
In the High Court, Gaultier sought judicial review of the Registrar’s decision. The trial judge refused the application, finding no defect in the dissolution process. She also rejected as unsupported his allegation that the company had been dissolved to obstruct litigation against the Revenue Commissioners.
The Court of Appeal said judicial review examines the legality of a decision, rather than its merits. It found that Gaultier had produced no evidence that the Registrar had failed to follow the statutory regime. The court also noted that the Companies Acts provided a route to seek restoration, and that the Registrar had explained this option before judicial review proceedings began.
That route included an application to the High Court on notice to the Registrar, the Minister for Finance and the Revenue Commissioners. The Registrar had said its no-objection letter would be conditional on filing outstanding annual returns, while the court could dispense with that requirement if sufficient cause were shown.
The Court of Appeal concluded that Gaultier had not established irrationality or lack of jurisdiction, and that an effective alternative remedy had not been used. It did not interpret the statutory phrase “unless cause shown to the contrary”, or decide the merits of any restoration application. It dismissed the appeal, leaving the High Court’s refusal of judicial review in place.