Companies House Striking Off?
Companies House Striking Off can be serious for a limited company. Most importantly, if you require the company. It may have valuable company assets or cash you may longer have no control over.
Striking a limited company off the registrar is a simple process. Many people think it is a liquidation, which is incorrect.
A liquidation, however, differs from the dissolution of a company. Therefore, to strike a company off the registrar remains a way to dissolve a solvent non-trading company. The company must not, however, have replaced its name, sold property or any rights within the last three months.
If then you wish to retire or have a subsidiary company you want to realise value from assets to aid the opening of a new business, this is possibly the way forward.
Companies House Striking Off –What Does Dissolved Company Mean?
A dissolved company is a term used to describe a limited company that has been struck off the registrar at companies house as described above.
How do you Strike a Company Off?
To strike off a company, you must, therefore, complete and submit form DS01.
Enclose a cheque for £10. Additionally, before actioning this, ensure you prepare the company for striking off. However, if you do not do this, you, therefore, leave the company open to claims from creditors, employees and shareholders moving forward.
Listed below are the significant points required.
- Before closing down, ensure you have the approval of the company’s directors and shareholders and therefore noted in the records of the company. Usually done as a passing of an ordinary resolution. Ensure once liabilities paid off that board directors sign a declaration of solvency.
- Finish all work outstanding, ensuring all is invoiced in prep to collect a payment, so creditors discharged in full.
- Ensure all debtors collected and then fully accounted for
- Value and sell the assets and any stock of the company
- Advise the HMRC of your actions.
- Ensure a final set of accounts and a company tax return along with any letters advising the situation of shareholders and directors. If the same, one letter only will be needed.
- Outstanding PAYE, NI, Corporation Tax and any other tax liabilities require payment to HMRC. Also, ensure you deregister for VAT.
- Ensure staff receive their final wages and salary together with P45’s before requesting the HMRC close the company’s payroll scheme.
- Contact Companies House and send form DS01 together a filing fee of £10.00. Ensure either all Directors or a Majority sign the DS01.
Furthermore, ensure a copy of form DS01 posted by recorded delivery to all interested parties within seven days of sending to Companies House. Examples:
- Directors who did not sign the DS01 initially.
- Employees of the company
- Company shareholders
- Managers or trustees of any pension fund operated.
- Creditors of the company
- Any employees of the company
- Necessary to send the signed Ordinary Resolution and Declaration of Solvency to Companies House within 15 days of the board meeting.
- Ensure you deal with all loose ends.
How do I get a form DS01 to strike off the company?
Complete the form online at companies house or download the form. Get started here.
You’ll need to include:
- Company number;
- company name;
- signature(s) of the company’s officers authorising the strike off.
A majority of directors should sign the form. If two directors, both should sign. REMEMBER, directors remain liable for claims against the former company as no formal liquidation has completed.
If you feel you require assistance?
Contact HBG ADVISORY in total confidentiality. Where do I send the form DS01 and cheque?
Where do I forward complete form DS01 to along with remittance?
If not filing online, deliver to:
CF14 3UZ – English and Welsh registered companies.
Edinburgh Quay, 2,
EH3 9FF – Scottish registered companies.
BT2 8BG – Northern Ireland registered companies.
Who else do I inform?
Within seven days of forwarding the DS01, additionally, send a copy, to all interested parties.
Ensure the following receive a copy:
- Employees. Therefore, the distribution of the company’s assets requires completing before submitting the DS01 form.
What do I need to keep?
Business documents of the limited company struck off are stored safely for seven years. Ensure the employers’ liability policy and schedule require safekeeping for 40 years.
What happens if Companies House strikes off a company?
Once a company receives a first gazette notice for compulsory strike-off and is then struck off or dissolved, it, therefore, remains removed from the Register at Companies House.
Any cash or assets that the company had at that point, then transfer to the crown. To get these assets back, you require a company restoration.
Two routes apply:
- Restoration by Court Order
- Administrative Restoration(if eligible)
Once a company has been struck off the register, then it may not operate at all as the limited company ceased existence at the date of dissolution.
If you trade in the companies name before being struck off, then onerous legal consequences may occur to you personally.
The name of a struck off, or dissolved company becomes available to use in new company incorporation. If you require to restore a struck off or dissolved company to public record you, therefore, may be required to alter the name of the business. You need to ensure no other entity now uses the name of the struck off or dissolved company.
To release any assets of the struck off company (held as “bona vacantia”) requires applying to the Treasury solicitor and the Registrar of Companies within sections 1024 – 1029 Companies Act 2006. It would help if you then reinstated a struck off or dissolved company using a company restoration.
Enforcement Action to Strike a Company off
Back in April 2020, Companies House’s action regarding compulsory strike offs, was postponed. This was to accommodate businesses affected by coronavirus with adequate time to avoid having their company struck off the register.
Commencing 10 October 2020, Companies House will recommence compulsory company strike-off rule.
Once compulsory strike-off action recommences, if no objections to dissolution within two months from the publication of the Gazette notice, your company will be struck off.
Is it Possible to restore a Company to the Register once struck off?
Yes. Though it may be not very easy in some cases, additionally, an application to the court may be required, and costs are not low.
Can I incorporate another company using the same name and how quick?
Therefore you need to wait for companies house to complete its job.
Can I use a Company Strike Off for an Insolvent Company?
Possibly! Though wise to explore insolvency options. Arrange a meeting with a Licensed Insolvency Practitioner to explore further.
If no assets are available in the insolvent company then to fund a liquidation, likewise then, the use of a Company Strike Off may be possible. Though, you still have legal obligations that you need to do to stop you potentially being held liable for the outstanding company debts.
Can you close a limited company with debt?
Yes, you can close a limited company with debt, though you need to use a Licensed Insolvency Practitioner.
For further help and information. Please contact HBG Advisory on FREEPHONE 0800 612 5448 or book a VIRTUAL meeting safe and private in the privacy of your home or place of work.