Company dissolution and strike off

Company strike-off removes a limited company from the Companies House register. Dissolution is the point at which the company ceases to exist. Voluntary strike-off can suit a company that is no longer needed, once its affairs have been properly settled and the application conditions are met.

Solvent does not mean debt-free. A solvent company can have debts that it is able to pay. Before choosing strike-off, establish how all liabilities and unfinished matters will be settled; the process is not a substitute for insolvency proceedings.

For a director retiring, ending an unsuccessful venture or closing an unused company, the useful starting point is a closing balance sheet: what does the company own, what does it owe, and what remains unfinished? A small filing fee does not make strike-off the right route for every business.

Check eligibility before submitting an application. Broadly, the company must not have traded, changed its name or sold stock in the previous three months. Activities needed to settle its affairs, comply with legal duties or prepare the application are treated differently from continuing normal business.

The rules also restrict applications where insolvency proceedings or certain arrangements are underway or proposed. A winding-up petition is a reason to get urgent advice, not to try a quicker closure application.

Use the Companies House eligibility guidance to check the detailed conditions. A dormant status by itself does not establish eligibility.

• Creditors and contracts: establish final supplier balances, borrowing, leases, subscriptions and any disputed claims. Include obligations that have not yet been invoiced.
• HMRC: prepare the final accounts and Company Tax Return, settle tax liabilities and deal with any expected refund. Complete the relevant PAYE and VAT closure steps.
• Employees: follow the applicable redundancy process and deal with final pay and employment obligations.
• Assets: identify cash, stock, equipment, property, domain names and money owed to the company. Obtain advice on transfers and shareholder distributions before making them.
• Records: keep the closing paperwork and evidence that affected parties were notified. GOV.UK advises retaining other business documents for seven years after strike-off.

Outstanding assets do not automatically become the directors’ property. Remaining company property can pass to the Crown on dissolution, including a bank balance or a later tax refund.

1. Complete the closure checks. Confirm the company is eligible and that its remaining affairs have been addressed.
2. Obtain the required signatures. A majority of directors must approve the application. A sole director can apply; where there are two directors, both must sign.
3. Apply to Companies House. Use the online strike-off service or the paper DS01 form. Online applicants need the company number, authentication code and signing directors’ email addresses.
4. Send copies of the application. Within seven days, notify the required parties, including shareholders, creditors, employees, pension trustees or managers and directors who did not sign. Keep proof of delivery.
5. Monitor the application. Companies House publishes the proposed strike-off in the relevant Gazette. Deal with correspondence and any objections rather than assuming submission means the company is already closed.

The notification duty continues if someone becomes a relevant party after the application. Filing at Companies House does not replace that duty.