The High Court proposed declaring the dissolution of Command Financial Services Limited void, subject to a letter confirming that the Minister for Public Expenditure and Reform had no objection. The court did not order the company restored to the register.
AIG Europe Limited asked the court to set aside the company’s dissolution under section 310(1) of the Companies Act 1963. The Registrar of Companies had struck the company off the register for failing to meet annual return obligations, and it was dissolved on 29 April 2011. The extent of its prior default was unclear from the evidence.
AIG said it was interested in the application because it had indemnified the company in separate High Court proceedings, arranged legal representation and paid the associated costs. In those proceedings, an order made by consent on 18 January 2011 struck out the action against the company and awarded it costs against the plaintiffs, to be taxed if not agreed. AIG exhibited an interim bill of costs for €64,381.10 and said it was entitled to recover those costs under the insurance policy.
Justice Laffoy was satisfied that AIG was an interested party and that an order voiding the dissolution was appropriate. The Registrar did not object, while cautioning that such an order would change the company’s status from dissolved to struck off; it would not put the company back on the register. The Revenue Commissioners considered the court had discretion and sought the usual orders made on restoration applications. They had asked the company’s directors to file outstanding tax returns and reserved the right to seek personal liability for revenue liabilities arising during the dissolution period.
The judge said the Minister’s position was unknown. Because assets that had vested in the State on dissolution could revest in the company if dissolution were declared void, the judge required a letter from the Chief State Solicitor confirming the Minister had no objection before the proposed order could be perfected.
AIG also asked the court to restore the company to the register. The judge did not decide that issue. She said the question had not been adequately explored, particularly without submissions from the Registrar, and noted the concern that section 310 should not be used to avoid conditions under other restoration provisions. The court’s proposed order was limited to the terms of section 310: declaring the dissolution void. Any later dispute about broader effects could be returned to court for further submissions.