Frequently Asked Questions

This page is about how to strike a company off the companies house register.

 

What does it mean to Strike Off a Company?

Striking off a company, also referred to as Dissolution, is the process by which a Limited Company is removed from the register by Companies House.

The processes effectively marks the company as non-existent for all intent and purpose.

You Strike Off a company using form DS01.

There are two ways to strike off a company, compulsory strike off and voluntary strike off. The process below outlines the way to strike off a company voluntarily.

You can find out more about compulsory strike off here

Please note if there are any assets, such as cash, stock or property, then a creditors voluntary liquidation may be more applicable for your company. Find out more about creditors voluntary  liquidation →

 

 

1. When can you apply to strike off a company?

Any company can apply to the registrar to be struck off the register and dissolved.

The company can do this if it’s no longer needed, for example if:

• the directors wish to retire and there is no one to take over the running of the company
• the company is a subsidiary whose name is no longer needed
• the company was originally set up to exploit an idea that turned out not to be feasible

Some companies which are dormant or no longer trading can choose to apply for strike off.

If you have decided that you do not want to retain your company and wish to have it struck off, the registrar will not normally pursue any outstanding late filing penalties unless you restore the company to the register at a later stage.

This procedure is not an alternative to formal insolvency proceedings where these are appropriate.

Even if the company is struck off and dissolved, creditors and others could apply for the company to be restored to the register.

 

2. When a company cannot apply to be struck off the register

An application for voluntary striking off can only be made on the company’s behalf by its directors or a majority of them.

Section 1004 and section 1005 of the Companies Act 2006 set out the circumstances in which the company may not apply to be struck off.

For example, the company may not make an application for voluntary strike off if, at any time in the last 3 months, it has:

• traded or otherwise carried on business
• changed its name
• engaged in any other activity except one which is necessary for the purpose of:
  • making an application for strike off or deciding whether to do so (for example, seeking professional advice on the application or paying the filing fee for the strike off application)
  • concluding the affairs of the company, such as settling trading or business debts
  • complying with any statutory requirement
  • made a disposal for value of property or rights that, immediately before ceasing to trade or otherwise carry on business, it held for the purpose of disposal for gain in the normal course of trading or otherwise carrying on business

For example, a company in business to sell apples could not continue selling apples during that 3 month period but it could sell the truck it once used to deliver the apples or the warehouse where they were stored.

A company cannot apply to be struck off if it is the subject, or proposed subject, of:

• any insolvency proceedings such as liquidation, including where a petition has been presented but has not yet been dealt with
• a section 895 scheme (that is a compromise or arrangement between a company and its creditors or members)

A company cannot apply to be struck off the register if it has bearer shares in issue.

Bearer shares are where a warrant has been issued in respect of shares and there is no registered shareholder in the register of members.

You can find further circumstances in which you cannot make an application in section 1004 and section 1005 of the Companies Act 2006.

You will commit an offence if you breach these restrictions, and are liable for a fine on conviction.

NOTE: If your company is insolvent then form DS01 may not appropriate, please contact us on for some free advice on 0800 975 0380

 

3. Before you apply to strike off a company

There are safeguards for those who are likely to be affected by a company’s dissolution.

If your company has creditors, members, employees etc, you should inform all the necessary people before applying, as any of them may object to the company being struck off.

You should deal with any loose ends, such as closing the company’s bank account or the transfer of any domain names before you apply.

You should notify any other organisation or party who may have an interest in the company’s affairs, otherwise they might later object to the application.

For example, HMRC, local authorities (especially if the company has any obligation involving planning permission or health and safety issues), training and enterprise councils and government agencies.

If you are a director you should not resign before applying for strike off as you must be a director at the time the registrar receives the application.

 

3.1 Who to tell about the company strike off application

The directors who make the application must, within 7 days of sending the application to the registrar, send a copy to:

• members, usually the shareholders
• all creditors, including all existing and likely creditors such as:
  • banks
  • suppliers
  • former employees if the company owes them money
  • landlords or tenants (for example, where a bond is refundable)
  • guarantors
  • personal injury claimants
  • HMRC and Department of Work and Pensions (DWP)
• employees
• managers or trustees of any employee pension fund
• any directors who have not signed the form

The company’s directors must also send a copy of the application to any person who, at any time after the application has been made, becomes a:

• director
• member
• creditor
• employee
• manager or trustee of any employee pension fund

This must be done within 7 days of the person becoming one of these.

This obligation continues until the dissolution of the company or the withdrawal of the application.

You’ll be committing an offence by not sending the notice to the relevant parties, and could face a fine or, in the most serious cases, a maximum of a 7 year prison sentence.

 

3.2 How to tell interested parties about the application to strike off a company

You can post a copy of the completed ‘Striking off application by a company’ form DS01 to, or leave it at:

• the last known address (if an individual)
• the principal or registered office (if a company or other body)

You can also make a creditor of the company aware of the application by leaving a copy of it at, or posting a copy of it to, the place of business with which the company has had dealings in relation to the current debts, for example, the branch from where you ordered goods or which invoiced you.

If there’s more than one such place of business, you should deliver a copy of the application to each of those places. It’s advisable to keep proof of delivery or posting.

 

4. What Companies House does with the strike off application

Companies House will examine the form and, if it’s acceptable, will:

• register the information and put it on the company’s public record
• send an acknowledgement to the address shown on the form
• send a notification to the company at its registered office address to enable it to object if the application is bogus
• publish notice of the proposed striking off in the Gazette to allow interested parties the opportunity to object
• place a copy of the Gazette notice on the company’s public record

If there is no reason to delay, the registrar will strike the company off the register not less than 2 months after the date of the notice.

The company will be dissolved on publication of another notice in the relevant Gazette.

 

5. How the Gazette publishes notices about strike off or restoration

The Gazette is the official newspaper record in the UK. There are 3 Gazettes:

• the London Gazette – for companies incorporated in England and Wales
• the Edinburgh Gazette – for companies incorporated in Scotland
• the Belfast Gazette – for companies incorporated in Northern Ireland

When the registrar publishes a notice to strike off or restore a company, the notice will appear in the Gazette for the part of the UK in which the company was formed.

The gazettes are published weekly and further information can be found on the Gazette website.

 

6. What does it cost?

A DS01 costs £10 when completed offline and £8 when completed online.

Do not send a cheque or pay the fee from the account of the company applying to be struck off otherwise it will be classed as still trading.

 

7. Offences and penalties

It’s an offence:

• to apply when the company is ineligible for striking-off
• to provide false or misleading information in, or in support of, an application
• not to copy the application to all relevant parties within 7 days
• not to withdraw application if the company becomes ineligible

The offences attract a potentially unlimited fine on summary conviction (before a magistrates’ court or Sheriff Court) or an unlimited fine on indictment (before a jury).

If the directors breach the requirements to give a copy of the application to relevant parties and do so with the intention of concealing the application, they’re also potentially liable to up to 7 years imprisonment as well as an unlimited fine.

Anyone convicted of these offences may also be disqualified from being a director for up to 15 years.

Before a prosecution can be considered, as a prosecuting authority the Department for Business, Energy and Industrial Strategy must ensure it complies with the Code for Crown Prosecutors.

The Code requires prosecuting authorities to take account of various matters when deciding whether to prosecute.

 

 

8. Companies no longer carrying on business or in operation

8.1 When the registrar may strike a company off the register

If a company is neither carrying on business nor operation, the registrar may take action to strike a company off the register.

The registrar may take this action if they have reasonable cause to believe that a company is not carrying on business or in operation. The registrar may take this view if:

• they have not received company documents that should have been sent to them
• mail that the registrar has sent to a company’s registered office is returned undelivered
• the company has no directors

Before striking a company off the register, the registrar is required to write 2 formal letters and send notice to the company’s registered office to inquire whether it’s still carrying on business or in operation.

If they’re satisfied that it’s not, they will publish a notice in the relevant Gazette stating their intention to strike the company off the register unless they’re shown reason not to do so.

A copy of the notice will be placed on the company’s public record. If the registrar sees no reason to do otherwise, they will strike off the company not less than 2 months after the date of the notice. The company will be dissolved on publication of a further notice stating this in the relevant Gazette.

 

8.2 How you can avoid your company being struck off

If you need your company to remain on the register, you must reply promptly to any formal inquiry letter from the registrar and deliver any outstanding documents.

Failure to deliver the necessary documents may also result in the directors of a company being prosecuted.

 

8.3 Assets of a dissolved company

From the date of dissolution, any assets of a dissolved company will be ‘bona vacantia’. Bona vacantia means ‘vacant goods’ and is the technical name for property that passes to the Crown because it does not have a legal owner. The company’s bank account will be frozen and any credit balance in the account will be passed to the Crown.

You should address any enquiries about bona vacantia property to the appropriate department.

Situation of the company	Who to contact
If the company is incorporated in Northern Ireland	The Crown Solicitor, Royal Courts of Justice, Chichester Street, Belfast BT1 3JY
If the company is incorporated in Scotland	The King’s and Lord Treasurer’s Remembrancer (QLTR Unit), Scottish Government Building, 1B Bridge, Victoria Quay, Edinburgh EH6 6QQ
If the company’s registered office is in Lancashire	The Solicitor for the Affairs of the Duchy of Lancaster, Farrer & Co, 66 Lincoln’s Inn Fields, London WC2A 3LH
If the company’s registered office is in Cornwall or the Isles of Scilly	The Solicitor for the Affairs of the Duchy of Lancaster, Farrer & Co, 66 Lincoln’s Inn Fields, London WC2A 3LH
In all other cases	The Government Legal Department, Bona Vacantia Division (BVD) , PO Box 70165, London WC1A 9HG

 

9. Objecting to a company’s dissolution

Any interested party can object to a company’s application to be struck off the register and dissolved.

An objection can only be considered by the registrar once notification has been published in the Gazette showing the registrar’s intention to strike the company off the register at the expiration of 2 months.

It is important to send any objection to the registrar at the earliest opportunity after publication of the Gazette notice and at least 2 weeks prior to the notice expiry date.

 

9.1 Why objections are made

Reasons for objection might be:

• the company has broken any of the conditions of its application (for example, if it traded, changed its name, or become subject to insolvency proceedings during the 3 months prior to the application, or afterwards)
• some form of action is being taken, or is pending, to recover any money owed (such as a winding-up petition or action in a small claims court)
• the directors have not informed interested parties
• any of the declarations on the form are false
• other legal action is being taken against the company
• the directors have wrongfully traded or committed a tax fraud or some other offence

See section 1004 of the Companies Act 2006 and section 1005 of the Companies Act 2006 for a full list of conditions.

 

9.2 What else can stop the company being struck off?

Before a company is struck off Companies House will check with HMRC they believe there is or there might be some tax due from the company they will object to the dissolution and Companies House will reject the application.

So, before sending in a form DS01 it is best to check with HMRC that no tax is or might be due.

 

10. Withdrawal of the strike off application

If the company changes its mind and no longer wants to be struck off, or if the company becomes ineligible for strike off, the directors must withdraw the application immediately.

You can also complete and send a form DS02. It takes longer to process paper documents sent by post.

A company must withdraw their application to strike off immediately if it:

• trades or otherwise carries on business
• changes its name
• for value, disposes of any property or rights except those it needed in order to make or proceed with the application (for example, the company may continue with the application if it disposes of a telephone used to deal with enquiries about its application)
• becomes subject to formal insolvency proceedings or makes a section 900 application (a compromise or arrangement between a company and its creditors)
• engages in any other activity, unless it was necessary to:
• make or proceed with a striking off application
• conclude affairs that are outstanding because of the need to make or proceed with an application (such as paying the costs of running office premises while concluding its affairs before disposing of the office)
• comply with a statutory requirement

Section 1009 of the Companies Act 2006 contains the full circumstances that mean you must withdraw an application for strike off. There are offences associated with failure to withdraw an application.

11. Restoration by court order

The registrar can restore a company if they receive a court order. Anyone who intends to make an application to the court to restore a company is advised to obtain independent legal advice.

If the company was struck off by voluntary dissolution (Section 1003) the company can only be restored by court order.

Any company which is restored to the register is deemed to have continued in existence as if it had not been struck off and dissolved.

Generally, any of the following can make an application for restoration:

• any former director, member, creditor or liquidator
• any person who had a contractual relationship with the company or who had a potential legal claim against the company
• any person who had an interest in land or property in which the company also had an interest, right or obligation
• any manager or trustee of the company’s former employees’ pension fund
• any other person who appears to the Court to have an interest in the matter
• any person listed in Section 1006(1) or 1007(2) and where the company was struck off the register under section 1003.

 

 

12. Is a Company Strike Off a solution for an Insolvent Company?

Unfortunately, it is a harsh reality for some companies which are facing insolvency that the cost of a liquidation may be far too much.

If there are no assets in the business to fund a liquidation then a Company Strike Off may be the best solution.

However there are still legal obligations that need to be met to prevent you becoming liable for any company debts.

We can help you understand whether a Company Strike Off is a feasible solution for your insolvent business.

If you decide to proceed we can provide different levels of support to help you with the process. Call us for free, confidential advice on 0800 975 0380 or email [email protected]

 

 

Contains public sector information licensed under the Open Government Licence v3.0.

https://www.gov.uk/government/publications/company-strike-off-dissolution-and-restoration/strike-off-dissolution-and-restoration