Striking off a company

A quick guide

  • Who can apply to do it?
    • The directors, or a majority of them, of any private company which is not trading may apply to the Registrar of Companies (the "Registrar") to be struck off the register.
    • The Registrar himself if he concludes that the company is not carrying on business or is not in operation, normally reached by the failure of the company to file accounts and/or confirmation statement.
  • In what circumstances?

    A private company may only take advantage of the procedure under which it can apply to be struck off if it has not:

    • traded or otherwise carried on business;
    • changed its name;
    • disposed for value of property or rights that, immediately before ceasing to be in business or trade, the company held for disposal or gain in the normal course of that business or trade; or
    • engaged in any other activity (except an activity which was necessary or expedient for making a striking off application, settling the company's outstanding affairs or meeting a statutory requirement),

    in the previous three months.

  • Procedure for applying to be struck off

    Form DS01, available online, has to be completed and submitted to Companies House, accompanied by a £10 fee.

    A copy of the form DS01 must also be sent to:

    • the members of the company;
    • the creditors of the company (including all contingent and prospective creditors);
    • employees;
    • managers or trustees of any employee pension fund; and
    • any directors who have not signed the form DS01,

    within seven days of the form DS01 being sent to Companies House.

    In addition, the form has to be delivered to, left at or posted to:

    • the registered office (if a company) or principal office (if a partnership) (or its principal office in the UK if foreign incorporated); or
    • last known address (if an individual).

    The Registrar must publish a notice in The London Gazette to advertise the fact that the company is to be struck off. The advertisement must invite objections.

    If during the two month period following the publication of the notice in the London Gazette the application has not been withdrawn and if no objection has been raised then the Registrar will strike the company off the register. Once the company has been dissolved a further notice is published in the London Gazette and a letter will be issued to the company and at the time of striking off a letter will be sent to the relevant person named on the form DS01 confirming when the company will be dissolved.

  • Ongoing monitoring

    The directors have to monitor the position regularly as anyone who becomes a member, creditor, employee, manager, trustee or director at a later stage must also be sent a copy of the form DS01 within seven days of becoming so.

    The directors must also continue to monitor the position of the company as the application to strike off must be withdrawn if the company ceases to comply with the conditions for striking off (see above).

    Striking off and dissolution may also be prevented if an interested party objects to the dissolution on valid grounds.

    Any objector has to write to the Registrar (with supporting evidence) to show that the company should not be struck off and dissolved.

  • What happens to the assets of the company?

    To the extent that any assets still belong to the company or are held on trust for the company at the time of dissolution, these assets will vest in the Crown, the Duchy of Lancaster or the Duchy of Cornwall, depending on their location.

  • Offences and penalties

    It is a criminal offence not to send a copy of the application to all relevant parties within seven days of lodging the DS01 or not to withdraw the application if it should be.

  • Other obligations

    If the company employs staff, it must:

    • comply with employment legislation if it makes staff redundant; and
    • pay their final wages or salary.

    The company will also need to notify HMRC that it has stopped employing staff.

    Final accounts and Company Tax Return must also need to be filed with HMRC and any outstanding tax liabilities paid.

  • Ongoing obligations after dissolution

    After dissolution, the liability (if any) of every director, managing officer and member of the company continues and may be enforced as if the company had not been dissolved. The Court may reinstate the company to the register on the application of the directors, any shareholder or creditor (if it feels aggrieved by the company being struck off), made within six years from the date of dissolution.

    The company is required to keep business documents for 7 years after the company is struck off, including bank statements, invoices and receipts.

    If the company employed people, it is required to keep copies of its employers’ liability insurance policy and schedule for 40 years from the date the company was dissolved.

  • Criminal prosecution for failing to file accounts

    It is tempting to use the failing of filing accounts as a means to have a company struck off without the cost of an application. However, failure to file accounts is a criminal offence of strict liability for the relevant director(s) and criminal prosecution by Companies House for this offence is becoming more prevalent so this route is not recommended.

  • Further reading

    For an overview of the procedure and considerations relating to the winding up of a company, please see page 13 of our guidance on "Insolvency and Enforcement Procedures in England & Wales".

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