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Voluntary strike off and dissolution
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Further information

Voluntary strike off and dissolution

1. In what circumstances may a company apply to be struck off the register?

A company may apply to the registrar to be struck off the register and dissolved. The company can do this if it is no longer needed. For example, the directors may wish to retire and there is no one to take over from them; or it is a subsidiary whose name is no longer needed; or it was set up to exploit an idea that turned out not to be feasible.

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. Further information about restoration can be found in chapter 3. A list of persons who can apply to the court for a company to be restored can be found in question 1 of chapter 3.

2. When can I not apply to strike my company off the register?

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

Sections 1004 and 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;
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:
engaged in any other activity except one which is necessary or expedient for the purpose of:
making an application for strike off or deciding whether to do so(for example, a company may seek professional advice on the application and pay the costs of submitting the ‘Striking off application by a company, Form DS01)’;
concluding the affairs of the company;
complying with any statutory requirement.
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); or
a section 895 scheme (that is a compromise or arrangement between a company and its creditors or members).
However, a company can apply for strike off if it has settled trading or business debts in the previous three months.

You can find further circumstances in which you cannot make an application in sections 1004 and 1005 of the Companies Act 2006. Please note you will commit an offence if you breach these restrictions (see question 12).

3. What should I do before applying?

There are safeguards for those who are likely to be affected by a company's dissolution. If your company has creditors, members etc, you should warn all the people listed in question 5, 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, the transfer of any domain names - before you apply.

You may notify any other organisation or party who may have an interest in the company's affairs, otherwise they might later object to the application. Examples include Her Majesty’s Revenue and Customs, local authorities, especially if the company is under any obligation involving planning permission or health and safety issues, training and enterprise councils and government agencies.

From the date of dissolution, any assets of a dissolved company will belong to the Crown. The company’s bank account will be frozen and any credit balance in the account will pass to the Crown. Please see chapter 2 question 4.

4. How do I apply?

You must complete a ‘Striking off application by a company, Form DS01’. Further information about downloading forms can be found in chapter 6.

The form must be signed and dated by:

the sole director, if there is only one;
by both, if there are two; or
by all, or the majority of directors, if there are more than 2.
It will help Companies House if you provide the name, address, and telephone number of the person we should contact if we have any queries about the application. Please note, this information will appear on the company’s public record when we register the form. Depending on where the company was registered you should then send the completed form, with the £10 fee, to Companies House, Cardiff, Edinburgh or Belfast. Further information on the fee is in question 13 .

5. Who must I inform?

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

members, usually the shareholders;
creditors, including all contingent (existing) and prospective (likely) creditors such as banks, suppliers, former employees if the company owes them money, landlords, tenants (for example, where a bond is refundable), guarantors and personal injury claimants. Also, you must notify appropriate offices of Her Majesty’s Revenue and Customs (HMRC) and Department of Work and Pensions (DWP) if there are outstanding, contingent or prospective liabilities;
managers or trustees of any employee pension fund; and
any directors who have not signed the form.
The company’s directors must also send a copy of the application to any person who, after the application has been made, becomes a director, member, creditor or employee of the company, or a manager or trustee of any employee pension fund of the company. This must be done within 7 days of the person becoming one of these. They must also send a copy of the application to any person who becomes one of the above at any time after the day the company made the application for voluntary strike off. This obligation continues until the dissolution of the company or the withdrawal of the application. Further information on the offence for not circulating the notice to the various parties is covered in question 12.

6. How should I inform the various parties?

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

the last known address (if an individual);
the principal / registered office (if a company or other body)
It is also permissible to 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. However, if there is more than one such place of business, you should deliver a copy of the application to each of those places. It is advisable to keep proof of delivery or posting.

7. What happens when Companies House receives the application?

We will examine the form and if it is acceptable we will register the information and put it on the company's public record. We will send an acknowledgement to the address shown on the form and will also notify the company at its registered office address to enable it to object if the application is bogus.

The registrar will publish notice of the proposed striking off in the Gazette to allow interested parties the opportunity to object.

A copy of this notice will be placed 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 3 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. What is the Gazette?

The Gazette is the official newspaper record in the United Kingdom. There are 3 of them: the London Gazette, for companies incorporated in England and Wales; the Edinburgh Gazette, for companies incorporated in Scotland; and 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 United Kingdom in which the company was formed. The gazettes are published weekly and further information can be found on the Gazette website.

9. What if the company ceases to be eligible or I change my mind and want to withdraw my application?

The directors must withdraw the application by sending the ‘Withdrawal of striking off application by a company’, Form DS02 if they change their mind or the company ceases to be eligible for striking-off. This may be because, after applying to be struck off, the company:

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 a company may continue the application if it disposes of a telephone which it kept 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 those of its 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 and then finally disposing of the office); and
comply with a statutory requirement.
Any director of the company may complete and sign the ‘Withdrawal of striking off application by a company’, Form DS02’ and send it to the registrar.

Section 1009 of the Companies Act 2006 contains the full circumstances that mean you must withdraw an application for strike off and question 12 contains information on the offences for failure to withdraw an application.

10. Can anyone object to dissolution?

Any interested party can object to the registrar.

11. How and why can they object?

Objections or complaints must be in writing and sent to the registrar with any supporting evidence, such as copies of invoices that may prove the company is trading. Reasons could include:

if the company has broken any of the conditions of its application for example, it 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 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);
if other legal action is being taken against the company;
if the directors have wrongfully traded or committed a tax fraud or some other offence.
A full list of conditions can be found in sections 1004 and 1005 of the Companies Act 2006.

12. Offences and penalties

It is an offence:

to apply when the company is ineligible for striking-off (see question 2);
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 application if the company becomes ineligible.
The offences attract a fine of up to a maximum of £5,000 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 are also potentially liable to not only a fine but also up to seven years imprisonment. Anyone convicted of these offences may also be disqualified from being a director for up to 15 years.

13. Do I need to send a fee with my application Form DS01?

Yes. A fee of £10 is payable to cover the cost of providing the service. We will not refund the fee if you withdraw the application after we have registered it. A further fee will be payable for a new application. Please make cheques payable to 'Companies House' and write the company number on the reverse.