Striking off & Dissolution

What is dissolution?

Dissolution is a process that is typically initiated by the shareholders or directors of a company. It involves formally winding up the affairs of the company, settling any outstanding debts, and distributing any remaining assets to the shareholders.

It is a formal process that typically involves more paperwork and may take longer to complete than a strike off.

The end result is the removal of the company from the Companies House register. You cannot dissolve a company that has outstanding liabilities and Companies House can suspend a dissolution if they receive an objection. 

The main goal of Companies House is to ensure that the dissolution process is fair and transparent and that the interests of all parties, including creditors and shareholders, are protected.

Dissolution process

Dissolving a company involves several steps. Here is a step-by-step guide:

1. Inform your shareholders: Call a meeting of your company's shareholders and inform them of your decision to dissolve the company. Share information about the process, why you're dissolving the company, and the potential consequences.
   
   

2. Prepare a resolution: Prepare a resolution that authorises the company's dissolution. The resolution must be approved by at least 75% of the shareholders.
   
   

3. File form DS01: File form DS01 (this can be done electronically) with Companies House. This form confirms that the company is solvent, and there are no outstanding creditors.
   
   

4. Advertise in the Gazette: Advertise your intention to dissolve the company in the Gazette. This is a legal requirement and notifies any creditors that they need to make a claim within two months.
   
   

5. Wait for response: Wait for two months to allow any outstanding creditors to come forward and make a claim. If a creditor does come forward, you may be required to use form DS02 to discontinue the dissolution.
   
   

6. Cease business operations: Once the company has been dissolved, you must cease all business operations.
   
   

7. Notify stakeholders: Notify any employees, customers, suppliers, or other stakeholders about the company's dissolution.
   
   

8. Close bank accounts: Close all company bank accounts and pay any outstanding bills or debts.
   
   

9. File final tax returns: File your final tax returns with HMRC and close your company's tax account.
   
   

It's important to note that the process of dissolving a company can be complex, and you may wish to seek legal or financial advice to ensure that you follow the correct procedures.

What is strike off?

Company strike off refers to the process by which a company is removed from the official register of companies held by Companies House, and bringing an end to its legal existence.

This can occur voluntarily at the request of the company or involuntarily by Companies House for failure to comply with certain legal requirements. 

A company can do this if it’s no longer needed, for example if:

• 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

• the company was originally set up to exploit an idea that turned out not to be feasible

 Even if the company is struck off and dissolved, creditors and others could apply for the company to be restored to the register.

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

When is strike off not allowed?

Section 1004 & section 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

• 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, such as settling trading or 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

Strike off process

Here is a simple step-by-step guide on how to strike off a company in the UK:

1. Make sure the company is eligible for striking off: The company must not have traded or changed its name within the last three months and must not be in any legal proceedings.
   
   

2. Hold a board meeting: The directors must hold a board meeting to agree to strike off the company.
   
   

3. Notify HMRC: The company must notify HM Revenue and Customs (HMRC) that it intends to strike off the company.

4. Notify shareholders and creditors: The company must notify all shareholders and creditors that it intends to strike off the company.
   
   

5. Complete the DS01 form: The company must complete the DS01 form, which is available on the Companies House website.
   
   

6. Submit the DS01 form: The company must submit the completed DS01 form to Companies House.
   
   

7. Wait for confirmation: Companies House will publish notice of the intended striking off in the Gazette. If no objections are received within two months, Companies House will publish a notice of dissolution, and the company will be struck off the register.
   
   

Please note that striking off a company can have significant legal and financial implications, and it is recommended that you seek professional advice before proceeding.