Uploaded on Feb 10, 2023
If you want to close down a solvent limited company that has not traded for at least three months, applying to have it struck off the Companies House Register could prove to be a cost-effective alternative to liquidation.
What is the Striking Off Process for a Limited Company
What is the Striking Off
Process for a Limited
Company?
Introduction
If you want to close down a solvent limited company that has not traded for at least three months,
applying to have it struck off the Companies House Register could prove to be a cost-effective
alternative to liquidation.
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What does it mean to Strike Off a Company?
Striking off is the process by which a limited company is removed or ‘struck off’ the Companies
House Register.
Once the company is removed from the register, it ceases to exist and can no longer trade,
make payments or sell assets.
A notice will be published in the Gazette giving interested parties three months’ notice that the
company intends to be struck off. If there are no objections during this time, the business will
be struck off.
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What happens if my Company is Struck Off?
It will take at least three months from the date you submit the completed DS01 form for your
company to be struck off the Companies House register.
Assuming you have completed the form correctly and there are no objections from interested
parties, you will receive an acknowledgement from Companies House in the post that your
company has been struck off.
From that point on, your business will cease to exist.
Your business name will be free for other companies to use and you will not be able to be to
engage in any business activities without a serious risk of legal repercussions such as financial
penalties, a directorship ban and personal liability for company debts.
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What Should a Company do before it is Struck Off?
There are a number of things you should do before you
commence the strike off process. They will depend on the size
and nature of your business and may include:
1.Completing all outstanding work and collecting monies due
2.Making staff redundant and paying their final wage along with
any other monies due (holiday entitlement etc.)
3.Selling company assets and inventory and distributing the
proceeds among the shareholders
4.Preparing final accounts and a company tax return and
sending them to HMRC and Companies House. You should state
very clearly that these are the final accounts as the company
will soon be dissolved
5.Paying HMRC any tax liabilities due (VAT, PAYE, NI or
Corporation Tax)
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Why are Companies Struck Off Voluntarily?
There are a number of different reasons why a company director might choose to have their
company struck off the Companies House Register. Here are a few common examples:
•The directors want to retire – A business owner who has no natural successor and wants to
retire might choose to close their business by striking it off. They may want to focus on a new
challenge or simply enjoy their retirement.
•A group of companies is being reorganised – Another common reason for voluntary strike off
is to reorganise a group of companies, where one business has effectively become obsolete and
its assets have been transferred elsewhere.
•The business isn’t profitable – The strike off procedure cannot be used to closed down an
insolvent business. However, it can be used to close down a solvent business that is not as
profitable as it was hoped and cannot be scaled effectively.
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•The directors don’t agree – It’s not unusual for the directors or shareholders of a limited
company to have different ideas about the direction it should go in. If there are disagreements
that cannot be resolved, striking off could be an option.
•It’s time to call it a day – Although the business might be solvent now, there can be challenges
on the horizon, such as changing regulations, a new market entrant or declining sales which make
you believe it’s a good time to close the business down.
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How much does it cost to Strike Off a Company?
The process itself is very cheap. All you have to pay is a £10 disbursement fee to Companies
House when submitting the striking off application form (DS01) offline or £8 when it’s
submitted online.
That makes it far cheaper than a Members’ Voluntary Liquidation (MVL), the process used to
close down a solvent company which has more valuable assets. An MVL typically starts at
around £1,500.
Importantly, you must not send a cheque or pay the fee from the account of the company
applying to be struck off or it will be classed as still trading.
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Can you Strike Off a Company with Debts?
Companies must be solvent in order to be struck off.
If the company does have outstanding debts, they must
be repaid in full before the company can be struck off.
If the company is currently undergoing an insolvency
procedure such as a Company Voluntary Arrangement
or has been threatened with legal action such as a
winding up petition, it cannot be struck off.
If an application to strike a company off the Companies
House Register is rejected due to its outstanding debts
and the business cannot afford to repay those debts, it
will be viewed as insolvent
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Can a Struck Off Company be Reinstated?
Usually it can, yes. However, having a company reinstated to the Companies House Register is
not always a simple process and it may require a court order, depending on how it was struck
off in the first place.
In the case of a voluntary strike off, court action will be required to reinstate the company.
will involve a long-winded process that typically costs £500 to £800 plus additional costs and
takes around four months.
The directors or shareholders might choose to reinstate the company to the register so they can:
•Recommence trading
•Realise an asset
•Pay a claim made against the business (e.g. for a personal injury)
•Complete a lease or property transaction
•Realise pension funds
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Can I Stop my Company Being Struck Off?
The compulsory strike off process is usually initiated by Companies House in response to a
failure to file accounts or an annual confirmation statement.
A notice will be published in the Gazette declaring that the company will be struck off in three
months and removed from the Companies House Register.
During this time, interested parties, including shareholders and directors, creditors and
employees can object to the application.
At this point, your next move will depend on your plans for the company. If the business has
ceased trading and is no longer active, you might be happy to let the process take its course
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Common Third-Party Objections to Strike Off
Any interested party can object to a strike off proposal. One of the most common objectors is
an outstanding creditor such as a supplier or HMRC.
It is in the interests of company creditors to object to the application, as if the strike off is
unopposed and the company is removed from the Companies House Register, the creditor
would be unable to recover the debt.
Common-third party objections include:
•The directors have not informed all interested parties of the proposed strike off (members,
employees, company creditors, managers or trustees of the company pension fund)
•The company has been trading wrongfully
•The company has not complied with the conditions of the strike off application
•One or more of the declarations on form DS01 is false
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What Happens to Share Capital when a Company is
Struck Off?
One of the risks associated with the compulsory strike off process for a limited company is that
you will not have the opportunity to realise and distribute the assets and share capital before
the company is dissolved.
That would leave you in a powerless position once it has been struck off.
Before the company is struck off, whether it’s a voluntary or forced strike off, its share capital,
reserves or any other assets should be distributed to its creditors and shareholders accordingly.
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Can a Dissolved Company be Investigated?
It is possible for a company that has been dissolved to be effectively brought back to life by a
creditor with a claim against the company and for the conduct of the company directors to be
investigated.
As the company directors are unlikely to restore the company themselves, it’s most likely to be
creditors who will restore the company via the court route.
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Can I Strike Off my Company Online?
The fastest way to strike off a company is to apply to do so online. Follow this link to start the
strike off process.
You have to submit the completed form and pay a reduced fee of £8.
You’ll also have to enter the email addresses for the company directors so they can sign
electronically to authorise the dissolution. All the directors or a majority of two must sign for
the dissolution to go ahead.
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