This blog post was originally published in 2021. Visit our guidance page for the latest information on this topic.
The process for starting a limited company is relatively straightforward and our guidance will take you through everything you need to set up. Once registered with Companies House, people often overlook that having a company brings legal responsibilities and information that must be filed every year, even if the company is dormant or not trading.
Some people will register a limited company with a well-intentioned desire to trade at a future date, or simply because they want to protect the business name. Even though there are good intentions to run the business, things do not always go to plan and sometimes you might have a registered company you no longer want or intend to use.
For others there may come a day when your company is no longer economically viable or there is no one to take over or to pass the company on to when you decide to retire. Having a plan to help you to wind things up will make the process go smoothly.
How to remove your company from the Companies House register
The legal term for this process is dissolution or striking off. By doing this, the company ceases to exist, and you will not need to send us any further information like your annual accounts and confirmation statement.
For a voluntary dissolution to begin, the company must meet certain conditions. You can apply to strike off your company, but only if it:
- has not traded or changed names in the last 3 months
- is not threatened with liquidation
- has no agreements with creditors, such as a Company Voluntary Arrangement (CVA)
If your company does not meet these conditions, you’ll have to voluntarily liquidate your company instead.
Before you apply
Before applying for strike off, you have certain responsibilities to close down your company properly.
You must announce your plans to all interested parties and HM Revenue and Customs (HMRC). Employees (if any) must be treated according to the company rules, business assets disposed of, and accounts emptied. If you do not do this, any assets of a dissolved company will be become property of the Crown because it does not have a legal owner.
The company’s bank account will be frozen from the date of dissolution. Any credit balance in the account and other assets will pass to the Crown - you’ll have to restore the company to get anything back.
How to apply
You can apply to strike off your company online, using your Companies House account and authorisation code. Form DS01 can also be filed on paper – this usually takes longer to process.
For companies with multiple directors, more than half of the directors need to sign the application before it can be submitted. A copy of the application must be sent within 7 days to anyone who could be affected. This includes members (shareholders), creditors, employees and directors who did not sign the application.
If your company has never traded, the process is quite simple. Once you’ve applied for strike off, you must inform HMRC that the company has never traded and will shortly be struck off the Companies House register.
If your company has traded, but meets the conditions, you must send your final statutory accounts and a Company Tax Return to HMRC, stating that these are the final trading accounts and that the company will soon be dissolved.
You do not have to file final accounts with Companies House.
When we receive your application, we will confirm that it has been completed correctly and publish it in the Gazette. There are 3 Gazettes:
- the London Gazette - for companies incorporated in England and Wales
- the Edinburgh Gazette - for companies incorporated in Scotland
- the Belfast Gazette - for companies incorporated in Northern Ireland
If there are no objections to strike off, the company will be struck off the register once the 2 months mentioned in the notice has passed. A second notice will be published in the Gazette, which means the company will not legally exist anymore (it will have been ‘dissolved’). If you owe late filing penalties to Companies House, we will usually accept the dissolution and allow the company to close without paying the fine.
Withdrawing your application for strike off
You must withdraw your application if your company is no longer eligible to be struck off, for example if it is trading or becomes insolvent. You can also withdraw your application if you change your mind and want to keep your company.
You should do this immediately using the Companies House online service or by sending a paper form DS02.
After your company is dissolved
Although the company will not exist, information for dissolved companies is kept for 20 years after they are dissolved. This dissolved information can still be requested from Companies House or the National Archives. Also, it's worth noting that the company name can be reused by someone else with a new unique company number.
As with any legal process it's best to seek professional advice before you make any decisions.
10 comments
Comment by Ian Davey posted on
Good morning,
Please can you tell me where it states in the Companies Act (if I may draw your attention to relevant sections 1003- 1009 of the CA) a company, which has applied for dissolution, must file final accounts and a final tax return? I am not aware of this and it would seem a pointless exercise.
Thank you
Comment by Jonathan Moyle posted on
Hello Ian - thanks for your question.
There are separate rules and regulations for corporation tax and the duty to file statutory accounts and Company Tax Returns with HM Revenue and Customs (HMRC). You should contact HMRC with any queries about their filing requirements.
You do not have to file final accounts with Companies House.
See guidance on:
Corporation tax - https://www.gov.uk/corporation-tax
Accounts and tax returns for private limited companies - https://www.gov.uk/prepare-file-annual-accounts-for-limited-company
Comment by Ian Davey posted on
Dear Jonathan,
Thank you for your response.
However, with respect there is no statutory requirement for a company, which has commenced the dissolution process, to submit final accounts nor a final tax return. HMRC may request them (although they have rarely done so in my experience) but that is all, a company may ignore the request usually because it doesn't have the funds to pay an accountant to carry out what is, in essence, a pointless task.
Also with respect if Companies House is putting out advice they should really make sure that advice is sound. I respectfully suggest you amend the article.
Not for the first time I have had to correct Companies House, which isn't great and I'm not getting paid for this!
Christine - All companies applying to be dissolved have to be Gazetted regardless as to the level of debt or if there are any creditors? It's a legal requirement. This function is carried out by Companies House. All liquidations also have to be Gazetted- this function is carried out by the Insolvency Practitioner.
Comment by David Boyle posted on
You must send a Company Tax Return (CT600), if you get a ‘notice to deliver a Company Tax Return’ (CT603) from HM Revenue and Customs (HMRC), under Schedule 18, Finance Act 1998, Paragraph 3.
This notice is sent to every company believed to be active, and defines the required content of a Company Tax Return. In particular, the notice requires the return to include a copy of the company accounts for the period covered by the return and computations showing how the specified information (entries on the Company Tax Return form (CT600)) have been calculated from the relevant figures in the accounts.
I would think that if you can file a return online then you should do so. If the company is dormant there may be no option to file but if you are able to do so it make sense.
HMRC will use whatever information they have to see if they want to object to the strike off. If for example the most recent account showed significant cash reserves and a high P&L balance but there is no evidence of debts being settled or dividends being paid then I would think HMRC might take an interest in how that money left the company even if it didn’t trade since the most recent return. This is purely speculation but I think if your accounts are incomplete then the strike off is more likely to be objected to and to be investigated.
To me it wouldn’t be sensible to have a company on the register , not filing statutory returns where it is possible to do so. The fact that online returns can be filed generally indicates to me that a notice to file was sent covering the return period.
Comment by Ian Davey posted on
Yes, thank you David for your comments.
I am, of course, aware a company has to file a Corporation Tax return in normal trading circumstances. However, it is not a statutory requirement, as stated in the Companies House bulletin, for a company to file accounts and a final CT600 with HMRC and it would be an unnecessary expense. And yes, HMRC may object to a dissolution and Companies House sets out the criteria for objections- failing to file a tax return is not one of them.
Regards
Comment by Jonathan Moyle posted on
HMRC advises you must send them final statutory accounts and a Company Tax Return when you close down your company.
https://www.gov.uk/strike-off-your-company-from-companies-register/close-down-your-company#final-accounts
You'll need to contact HMRC if you have any queries about their guidance or requirements.
https://www.gov.uk/contact-hmrc
Comment by Christine Carrington posted on
I was told by a tax accountant that I did not need to advertise in the Gazette if my company had no creditors and had less than £25,000.00 in its accounts. Is this true?
Comment by Jonathan Moyle posted on
Hi Christine – thanks for your comment.
It sounds like you’re referring to liquidating a company (winding-up). This is a different process from applying for strike off (voluntary dissolution).
See guidance for:
Liquidating your company - https://www.gov.uk/liquidate-your-company
Winding up a company that owes you money - https://www.gov.uk/wind-up-a-company-that-owes-you-money.
We also have guidance on Liquidation and insolvency requirements at Companies House - https://www.gov.uk/government/publications/liquidation-and-insolvency.
You should contact the Insolvency Service if you have any further questions - https://www.gov.uk/the-insolvency-service.
Comment by moniza posted on
i want to close a company for now i don't need it after the strike off of my company Can i reactivate this company again after 4 to 5 years ?
Comment by Ellis Davies - Digital Content Designer posted on
Hi Moniza, thanks for your comment.
A company that has been voluntarily dissolved can only be restored by a court order. Find more information on restoring a company to the Companies House register by court order:
Restoration by court order - https://www.gov.uk/government/publications/company-strike-off-dissolution-and-restoration/strike-off-dissolution-and-restoration#restoration-by-court-order
Company restoration guide - https://www.gov.uk/guidance/company-restoration-guide
Our recent blog post on restoring your company after voluntary strike off - https://companieshouse.blog.gov.uk/2021/08/17/restoring-your-company-after-voluntary-strike-off/
It’s worth noting - a company that has been dissolved for over 6 years cannot be restored to the Companies House register (unless it’s for personal injury litigation).