Striking off a company with form DS01

When a company can apply

• It has not traded or sold off any stock in the last 3 months (GOV.UK: strike off).
• It has not changed its name in the last 3 months.
• It is not threatened with liquidation.
• It has no agreements with creditors, such as a company voluntary arrangement.
• Section 1004 lists what the company must not have done in the previous three months. Paying a liability incurred in the course of trading does not count as trading. Activity needed to apply, to conclude the company's affairs, such as settling business debts, or to comply with statutory requirements is allowed (Companies House guidance).
• Section 1005 stops an application while a court scheme, voluntary arrangement, administration, winding up, receivership or judicial factor is in progress.

Closing down and applying

1. Deal with the assets

   Share any business assets among the shareholders before the company is struck off, close bank accounts and transfer domain names (GOV.UK: close down your company; GOV.UK: apply to strike off).

2. Close payroll

   Follow the redundancy rules, pay final wages, and tell HMRC the company has stopped employing people (GOV.UK).

3. Finish with HMRC

   Send 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 struck off, and pay the corporation tax and other liabilities (GOV.UK). Resolve any refund first, because HMRC cannot process or issue refunds to a dissolved company (Companies House guidance).

4. File the DS01

   The application is made by the directors or a majority of them (section 1003); GOV.UK says the form must be signed by a majority of the directors (GOV.UK).

5. Tell everyone affected within 7 days

   Send a copy within seven days of the application to the members, creditors, employees, managers or trustees of any employee pension fund, and any directors who did not sign (section 1006).

6. Wait for the Gazette notices

   Companies House publishes a notice in The Gazette. If nobody objects, the company is struck off once the 2 months in the notice have passed, and a second notice means it no longer legally exists (GOV.UK; section 1003).

Fees

Voluntary strike off online

£13 (Companies House fees)

Voluntary strike off on paper

£18 (Companies House fees)

Withdrawal with DS02

No fee listed (Companies House fees)

Objections

Any interested party can object after the first Gazette notice is published. The objection must reach Companies House at least 2 weeks before the strike-off date in the notice (Companies House guidance).

Withdrawing the application

The directors must withdraw the application with form DS02 if the company is no longer eligible, for example because it is trading or has become insolvent (GOV.UK: withdraw your application). Section 1009 lists the events, including a change of name, new business activity and insolvency proceedings, and makes failure to withdraw an offence. One director can sign the DS02, and it can be filed online or by post.

Assets after dissolution

When a company is dissolved, all property and rights vested in it are deemed bona vacantia and belong to the Crown, or to the Duchy of Lancaster or the Duke of Cornwall (section 1012). That includes bank balances and payments the company receives later, such as HMRC refunds (GOV.UK). The bank account is frozen.

GOV.UK says that if the amount distributed to shareholders before strike off is worth more than £25,000, it will be treated as income and Income Tax is paid on it (GOV.UK: close down your company).

Accounts and corporation tax

A company's accounting period for corporation tax ends when it ceases to trade (Corporation Tax Act 2009 section 10), so the final trading accounts and return run to that date. GOV.UK says the company does not have to file final accounts with Companies House (GOV.UK: close down your company).

The liability of directors, officers and members continues and can be enforced as if the company had not been dissolved (section 1003). Failing to send copies of the application to the people entitled to them is an offence, and doing so to conceal the application can carry up to seven years' imprisonment (section 1006).

Questions