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Dissolution and restoration

Voluntary company dissolution

If a company is no longer required, it should be removed from the register of companies by application to Companies House to have the company dissolved. Voluntary dissolution is also known as "striking off". Before having a company struck off, it is important to make sure that all the company's assets have been taken out, and that all debts are paid.

Introduction
Voluntary dissolution is where a company applies to Companies House to be struck off and dissolved. This is not an alternative to formal insolvency proceedings where these are appropriate, and in particular, not if the company is unable to pay its debts.
Note that Companies House also has powers to strike companies off the register if they appear to be no longer needed because they have not registered annual returns or accounts.

The application
An application must be made by the directors or a majority of them on the official form with a £10 registration fee.
The application cannot be made if, at any time in the last three months, the company has:

  • traded or carried on business;
  • changed its name;
  • disposed of stock in trade
  • engaged in any other activity except for the purpose of application for strike off or concluding the affairs of the company.

A company cannot apply to be struck off if it is the subject of any insolvency proceedings such as liquidation or administration.

Notifying interested parties
The directors must within 7 days send a copy to the following:

  • all shareholders
  • all creditors, including all contingent and prospective creditors
  • Her Majesty’s Revenue and Customs (HMRC) and Department of Work and Pensions (DWP) if there are outstanding, contingent or prospective liabilities
  • all employees
  • any directors who have not signed the form.

Once the application is made Companies House will put it on the company's public record. It will be advertised in the London, Edinburgh or Belfast Gazette (as appropriate).

Objections
Objections can be made to Companies House for reasons including:

  • if the company has traded, changed its name or become subject to insolvency proceedings during the three-month period before the application, or afterwards
  • if the directors have not informed interested parties
  • if any of the declarations on the form are false
  • if any legal action is being taken against the company
  • if the directors have wrongfully traded or committed a tax fraud or some other offence.

Dissolution by Companies House and its effects
Unless there is a reason to delay (e.g. because of objections) Companies House will strike the company off the register not less than three months after the notice in the Gazette. From the date of dissolution, any assets will belong to the Crown as bona vacantia. The company’s bank account will be frozen and any credit balance in the account will pass to the Crown.

Offences and penalties
It is 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 seven days
  • not to withdraw the application if the company becomes ineligible.

The offences can carry an unlimited fine and/or up to seven years imprisonment. Anyone convicted of these offences may also be disqualified from being a director for up to 15 years.

Our service
The Company Law Solutions service provides all required:

  • guidance to the procedure and legal requirements
  • notices of directors' meeting
  • minutes of directors' meeting
  • completed official form
  • our straightforward, step by step guide to completing the procedures
  • checking by us when the form is completed (if required)
  • despatch by us to Companies House of the completed and checked form (if required)

Costs
The service described on this page will be provided at our standard benchmark price, except in very exceptional cases.