How to Strike Off a Company
Striking off removes a company that is no longer needed from the register at Companies House. The directors apply on form DS01, the application is advertised in The Gazette, and the company is dissolved no sooner than two months later. It is only suitable for a company that can pay its debts.
When you can strike off a company
Voluntary strike-off is governed by Part 31 of the Companies Act 2006. The application cannot be made if, in the previous three months, the company has traded, changed its name, or sold stock or other property that it held for trading. It also cannot be made while the company is in an insolvency process such as administration, liquidation or a company voluntary arrangement.
Not a way out of debt
Creditors can object and HMRC routinely does. If the company cannot pay what it owes, the route is usually a creditors' voluntary liquidation. If HMRC is the main creditor, read closing a company with HMRC debts.
The DS01 process, step by step
Settle the company's affairs
Pay what is owed, deal with final accounts and tax returns, distribute what is left to shareholders and close the bank account. Anything still in the company's name at dissolution is lost to the Crown.
File form DS01
The application is made by the directors, or a majority of them, to Companies House. Check the current filing fee and the online service on GOV.UK.
Tell everyone with an interest within seven days
A copy must go to the members, creditors, employees, pension scheme managers or trustees, and any director who did not sign. Failing to do so is a criminal offence.
The Gazette notice and the two-month wait
Companies House advertises the proposed strike-off in The Gazette. Anyone with a reason to stop it, such as an unpaid creditor, can object to the registrar during this period.
The company is dissolved
If nothing stops it, the company is struck off and a second Gazette notice confirms the dissolution.
If a company is dissolved, what does it mean?
A dissolved company no longer exists as a legal entity. It cannot trade, hold property, or sue or be sued. Any cash or property it still held passes to the Crown as bona vacantia (section 1012 of the Act), which is why the bank account must be emptied first.
Dissolution does not wipe the slate clean for the people behind the company. Section 1003 keeps the liability of directors and members alive as if the company had not been dissolved, and a creditor can apply to restore the company in order to pursue a claim.
Companies House can also strike off a company itself, under section 1000, if it has reason to believe the company is no longer carrying on business, often after accounts and confirmation statements have gone unfiled.
Strike-off or liquidation?
| Strike-off (DS01) | Members' voluntary liquidation | Creditors' voluntary liquidation | |
|---|---|---|---|
| Suitable when | Solvent, finished trading, little left to distribute | Solvent, with significant value to distribute | Cannot pay its debts |
| Run by | The directors | A licensed insolvency practitioner | A licensed insolvency practitioner |
| Distributions to shareholders | Treated as capital only if the total is £25,000 or less; otherwise the whole amount is income | Generally treated as capital | Unlikely to arise |
| Directors' conduct reported on | No | No | Yes |
The £25,000 limit comes from section 1030A of the Corporation Tax Act 2010. Take tax advice before distributing more than that. For the liquidation routes, see what is liquidation.
Frequently asked questions
How long does it take to strike off a company?
After the DS01 is accepted, Companies House publishes a notice in The Gazette. The company can be struck off no sooner than two months after that notice, unless someone objects. A second Gazette notice confirms the dissolution.
Can I strike off a company with debts?
Striking off is not a way to escape debts. Creditors must be told about the application within seven days and can object, and HMRC routinely does. A company that cannot pay its debts should normally be closed through a creditors' voluntary liquidation instead.
Can a dissolved company be restored?
Yes. A company struck off by the registrar may be restored administratively within six years. A company that applied for its own strike-off generally needs a court order, which can usually be sought within six years of dissolution.
Published by K2 Business Partners. K2's partners include Tony Groom CTP, Certified Turnaround Professional, and Mark Blayney MBA ACA, a chartered accountant. This guide is general information, not legal, tax or financial advice.
Closing a company that owes money?
If the company cannot pay its debts, striking it off is likely to fail and can make matters worse. K2 offers a no-charge, confidential initial assessment of the options.