Company formation Registration - HOME

Voluntary strike off and dissolution
Companies no longer carrying on business or in operation
Restoration by court order
Administrative restoration
Quality of documents
Further information

Companies no longer carrying on business or in operation.

1. Can the registrar strike a company off the register on his own initiative?

Yes, if it is neither carrying on business nor in operation. The registrar may take this view if, for example:

he has not received documents from a company that should have sent them to him; or
mail that the registrar has sent to a company's registered office is returned undelivered; or
the company has no directors.
Before striking a company off the register, the registrar is required to write two formal letters and send notice to the company’s registered office to inquire whether it is still carrying on business or in operation. If he is satisfied that it is not, he will publish a notice in the relevant Gazette stating his intention to strike the company off the register unless he is 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, he will strike off the company not less than three months after the date of the notice. The company will be dissolved on publication of a further notice stating this in the relevant Gazette. Further information about the Gazette can be found in chapter 1, question 8.

2. How can I avoid this action?

If you want 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 being prosecuted.

3. Can I object?

The registrar will take into account representations from the company and other interested parties, for example, creditors. If there is good reason not to strike the company off the register, he may suspend the action until the objection is resolved.

4. What happens to the assets of a dissolved company?

From the date of dissolution, any assets of a dissolved company will be 'bona vacantia'. Bona vacantia literally 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, as appropriate, to:

If the company is incorporated in Northern Ireland: The Crown Solicitor
Royal Courts of Justice
Chichester Street
If the company is incorporated in Scotland: The Queen's and Lord Treasurer's Remembrancer (Q & LTR)
Crown Office
25 Chambers Street
Edinburgh EH1 1LA
If the company's registered office is in Lancashire: The Solicitor to the Duchy of Lancaster
66 Lincoln's Inn Fields
London WC2A 3LH
If the company's registered office is in Cornwall or the Isles of Scilly: The Solicitor to the Duke of Cornwall
66 Lincoln's Inn Fields
London WC2A 3LH
In all other cases: The Treasury Solicitor (BV)
One Kemble Street