A summary of the processes involved and obligations that arise when striking off a company
A company may not make an application for voluntary strike off if, at any time during the previous 3 months, it has changed its name or traded or otherwise carried on business. A company will also be prohibited from being struck off the register if it is the subject, or proposed subject, of any insolvency proceedings (e.g. liquidation), including where a petition has been presented but has not yet been dealt with.
Filing Form DS01
To apply to strike off a company, you must send “Form DS01” to Companies House, also enclosing a cheque for £10. Before doing so:
- Ensure that the form has been signed by a majority (i.e. more than 50%) of the company’s directors. E-signatures cannot be used for this purpose, so each director must sign in ink, and a hard copy containing the original signatures must then be filed. Do not resign as a director before applying for the company to be struck off (wait until after Companies House has received the application).
- Deal with all of the company’s assets, including closing any bank accounts and transferring any domain names. From the date of dissolution, the company’s bank account(s) will be frozen and any credit balance(s) in the account(s) will pass to the Crown, as will any of its remaining assets.
Within 7 days of sending Form DS01 to Companies House, the directors who made the application must inform all the company’s key stakeholders, including (for example) its creditors, shareholders, employees, suppliers and banks, HMRC, the Department of Work and Pensions and any directors who did not sign the form. Note that any of these stakeholders could potentially object to the company being struck off.
Once you have filed Form DS01, you will receive a letter from Companies House confirming whether you have filled in the form correctly. If no issues are raised at this stage:
- Your request for the company to be struck off will be published as a “notice” in one of the three official “Gazette” publications, depending on where in the UK your company was incorporated (see www.thegazette.co.uk).
- Prior to COVID-19, if nobody objected within the two-month period following publication of the first notice, a second notice would then be published in the Gazette (this could take a few weeks depending on Companies House’s processing times). On the publication of the second notice, the company would then no longer legally exist (it will have been “dissolved”). However, in light of COVID-19, this 2-month period has been temporarily suspended to give creditors a greater opportunity to object (and the duration for which this suspension will last is currently unclear).
- Gazette notices are only published on Tuesdays, so the two-month period cannot be calculated on the basis of calendar days from the date on which Form DS01 first appears on the Companies House register. Note however that the Companies House website may show that the company has been struck off a few days before the Tuesday on which the second Gazette notice is published.
Failure to comply
Note that it is an offence:
- to apply when the company is ineligible for striking-off;
- to provide false or misleading information in, or in support of, an application;
- not to send the application to all relevant parties within seven days; or
- not to withdraw the application if the company becomes ineligible for striking-off.
More information can be found here
This short guide has been prepared for directors and owners of private limited companies for information purposes only, in particular to provide a high-level summary of the processes involved in striking off a company. This guide does not constitute legal advice and should not be relied upon. For specific queries and any further information, please contact Ignition Law for advice relating to your particular circumstances.