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Dissolving a Limited Company

If you are no longer in a position to run your limited company, you can apply to have it struck off the register and dissolved.

A company might apply for dissolution for a number of reasons. Perhaps its directors with to retire, and there is nobody to take the business over – or the company was acting as a subsidiary whose name is no longer needed. Either way, it’s a relatively simple process. In extreme cases, it’s also reversible.

When can I dissolve my Limited Company?

Any company that is registered as dormant or is not currently trading can apply for dissolution. That being said, there are a few rules and regulations you must observe. First and foremost, an application for a voluntary striking off can only be made by a company’s directors. More importantly, a UK limited company will not be allowed to make an application for voluntary strike off it has carried out any of the following activities within the last three months:

  • Traded or carried out other business
  • Changed its name
  • Made a disposal for value of property or rights that it held for the purpose of disposal for gain in the normal course of trading or otherwise carrying on business

In addition, a limited company will not be allowed to dissolve if there are any pending insolvency proceedings against it or has bearer shares in issue.

In order to learn more about the situations in which you cannot make an application to strike off your company, please consult section 1004 and section 1005 of the Companies Act 2006.

How do I apply to dissolve my company?

In order to have your company struck off the register, you will need to complete and submit form DS01 - Striking off application by a company. The form is relatively straightforward, and must be signed and dated by all of the Limited Company’s Directors.

Companies House will also request the name, address and telephone number of the person they should contact if any questions arise whilst they are processing your application. That contact information will appear on the public register.

Your application for a voluntary strike off will then need to be sent in with a £10 fee to Companies House in Cardiff, Edinburgh or Belfast. This fee will not be refunded if you change your mind or withdraw your application. Cheques should be made payable to ‘Companies House’, but should not be payable from an account directly associated with the company planning to be dissolved.

Within seven days of sending in your application, you must inform all stakeholders of your intentions and make a copy of your application available to them.

Parties you must inform include:

  • Shareholders
  • Creditors
  • Guarantors
  • HMRC and DWP
  • Employees
  • Managers or trustees of employee pension funds

Please note it is crucial that you inform these parties of your application to have your company struck off. Failure to do so will mean you are committing an offence.

How does the process work?

Companies House will examine your application and immediately. If everything is in order, they will then register your application and place it on your company’s public record and then send a letter of acknowledgement back to you. A second letter will also be sent to the company’s registered office to ensure the application is not bogus.

Assuming the application is genuine, Companies House will then publish notice of the proposed striking off in the Gazette to allow interested parties a chance to object. If no objections are received, Companies House will strike the company off the register no less than two months after the date of that notice. A second notice will be published in the relevant Gazette, marking the official start date of a company’s dissolution.

Can a dissolved company be restored?

In most cases, a voluntary strike off ends the life of a company. But there are a few extreme cases in which Companies House can restore a dissolved company.

This will usually only happen if Companies House has received a court order specifically requesting your limited company be restored. If this happens, your company will have effectively continued its existence in the eyes of the law as if it had never been struck off and dissolved.

Any of the following individuals or entities are permitted to make an application for restoration:

  • A former director or shareholder
  • A creditor or liquidator
  • Anyone with a potential legal claim against the company
  • Anyone with an interest in property the company also had an interest in
  • A manager or trustee of the company’s former pension fund

To learn more about Companies House and what it takes to form a limited company, check out our Company Formation 101.