Striking off and dissolving a UK company

Striking off and dissolving a UK company

This factsheet provides information on the process as to how someone can remove a company from the register, as covered under law in the Companies Act 2006.e. Please note that the striking off process is certainly 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.

If after reading this factsheet on Striking off and dissolving a UK company, you are unclear about the process, please CALL US or CONTACT US.

If required, the directors of a UK limited company can apply to the registrar of companies at Companies House and request for the company be removed from the register of companies and dissolved.

When a company can apply to be struck off the register

The company can do this if the limited company is not required any more, for reasons such as:

• 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
• Lack of profitability
• Conflict between directors
• Company never getting off the ground
• Challenges facing the company in the future
• Dormant companies
• Companies no longer trading

When a company cannot apply to be struck off the register

This is very important and please note you will commit an offence if you breach the below restictions, and are liable for a fine on conviction.

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

• Traded at all
• Carried on business transactons
• If the company has changed or altered its listed 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
• Finalising any trading
• Settling 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
• 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)
• Any bearer shares in issue

Before you apply for strike off:

You should inform all the necessary people before applying, as any of them may object to the company being struck off such as

• Trade Creditors
• Members
• Offices
• Employees
• Crown Creditors
• Shareholders
• Any other organisation or party who may have an interest in the company’s affairs

Company matters should be dealt with such as:

• Any other organisation or party who may have an interest in the company’s affairs
• Closing bank accounts
• Transferring internet domain name
• DVLA records for vehicles
• Finance companies – as finance agreements may need to be novated

Who to tell when striking off a company

The director(s) must give a copy of the application to all interested parties within 7 days of it being submitted, such as:

• Shareholders
• Creditors
• Employees
• Managers or trustees of any employee pension fund
• Directors who have not signed the form

How to apply for strike off online

Use this service to close a company at https://guidedfiling.companieshouse.gov.uk/start?t=DS01

It costs £8 to close a company and you’ll need:

• The company number
• The company authentication code
• An email address for each director
• A credit or debit card, PayPal account or Companies House account
• It normally takes 10 minutes to complete this process.

Applying to strike of a company via DS01 form

The DSO1 form is the form used to strike off a company from register.

NOTE: You cannot use this form to strike off a Limited Liability Partnership (LLP). To strike off an LLP please use form LL DS01 ‘Striking off application by a Limited Liability Partnership (LLP)’.

Please note that on dissolution any remaining assets will be passed to the Crown. The Registrar will strike the company off the register unless there is reasonable cause not to do so.

WARNING: Warning to all applicants  – It is an offence to knowingly or recklessly provide false or misleading
information on this application

If after reading this factsheet on Striking off and dissolving a UK company, you are unclear about the process, please CALL US or CONTACT US.

You must send copies of the DSO1 form to to all notifiable parties e.g.

• Creditors
• Employees
• Shareholders
• Pension managers
• Pension trustees
• other directors of the company

within 7 days from the day on which the application is made. You must also send copies to anyone who later becomes a notifiable party within 7 days of this taking place.

Failure to notify interested parties is an offence which is punishable by up to 12 months in prison (for English or Welsh companies) or 6 months in prison (for Scottish or Northern Irish companies). It is advisable to obtain and retain some proof of delivery or posting of copies to notifiable parties.

Withdrawal of striking off application by a company

If the company ceases to be eligible for striking off at any time after the application is made, and before the application is finally dealt with, as specified in section 1009 of the Companies Act 2006, then the application must be
withdrawn using form DS02 ‘Withdrawal of striking off application by a company’ available from our website: gov.uk/companieshouse

How to pay – when using a DS01 form

A fee of £10 is payable to Companies House in respect of a striking off application. Make cheques or postal orders payable to ‘Companies House.’

Where to send a DS01 form

For companies registered in England and Wales:

The Registrar of Companies
Companies House,
Crown Way
Cardiff
Wales
CF14 3UZ.
DX 33050 Cardiff.

For companies registered in Scotland:

The Registrar of Companies
Companies House,
Fourth floor
Edinburgh Quay 2,
139 Fountainbridge
Edinburgh
Scotland
EH3 9FF.
DX ED235 Edinburgh 1
or LP – 4 Edinburgh 2 (Legal Post).

For companies registered in Northern Ireland:

The Registrar of Companies
Companies House,
Second Floor
The Linenhall
32-38 Linenhall Street,
Belfast
Northern Ireland
BT2 8BG.
DX 481 N.R. Belfast 1.