John A Waller
Updated: May 6th 2021
Can HMRC Pursue a Dissolved Company?
Can HMRC Pursue a Dissolved Company?
Are directors able to dissolve a limited company while not having satisfied its creditors in full and clearing matters with HMRC?
If not, then may HMRC pursue directors personally?
At this point, directors should therefore seek immediate help from HBG Advisory.
Can a Company with Tax Debts Dissolve Itself?
Companies with unaffordable tax debts need directors to approach the HMRC to either:
Dissolving a limited company does not get rid of the debt. A voluntary liquidation, including a Creditor’s Voluntary Liquidation with an Insolvency Practitioner appointed as liquidator, will legally deal with this issue, failing which the company faces a Compulsory Liquidation with the Official Receiver appointed.
The Companies Directors via creditors will choose a licensed insolvency practitioner to act once approved by the company’s shareholders. The company’s creditors will sell its assets, repay its creditors, and bring an end to the business. Any unsecured debts that the liquidator remains unable to pay, remains written off.
If a limited company remains insolvent and you wish to attempt to dissolve it. You therefore then you run a severe chance of having it stopped, reinstated, and held liable for its debts, a prosecution.
The companies creditors may still attack a dissolved company, and even HMRC, through the courts, and reinstated to the registrar at the company’s house, resulting in potential ongoing issues for the former directors.
Closing a Limited Company still owing a Bounce Back Loan?
As with HMRC and other creditors, attempting to close a limited company without paying the Bounce Back loan back may only be actioned by using Creditors Voluntary Liquidation or a Compulsory Liuquidation. For further detailed reading, please view’ bounce back loans, liquidation and guarantees‘.
Seeking to dissolve the company will be problematical, and if achieved, will be reinstated at companyies house by the lender.
Directors carrying out such action will expose themselves to repaying the loan and any other outstanding creditors personally, and possibly director disqualification.
What is involved in a Company Dissolution?
The company dissolution process needs a company to remain;
- a limited solvent company;
- In the past three months, not carried out any trade whatsoever;
- And has no insolvency procedure threatened?
Providing none of the above applies, the company may then have it struck off the registrar and cease for good.
The dissolution process requires legally for a copy of the strike-off application sent to all interested parties of the company, including outstanding creditors and HMRC. Then the registrar publishes a notice in the London Gazette advising of the proposed dissolution, affording all parties three months notice to file an objection if required. Then, if no complaints are filed, may the company be dissolved.
Therefore, it makes it hard to dissolve a company with tax liabilities or other outstanding liabilities. HMRC monitors and stops limited companies wishing to commence a striking off until all outstanding liabilities are paid in full, especially those due to any department in the revenue. Should the company be unable to pay its debts? Then it requires a ‘voluntary liquidation’ to resolve matters.
Can HMRC Proceed to reinstate a Dissolved Company?
If the companies owe Tax, HMRC remains able to proceed with any action required upon the dissolved company to ensure recovery of outstanding Tax.
HMRC may pursue unpaid Tax in a dissolved company for up to six years. However, if fraud or negligence is alleged, HMRC can still take action up to 20 years later.
Action HMRC takes when a company has been dissolved owing money to them or other creditors?
Suppose HMRC has reason to believe that the tax affairs of your dissolved company are not in order. Then they can apply to have the company restored by the courts before commencing their investigations into the restored company.
When the restoration has happened, the HMRC will then begin looking into its affairs and why the directors had it dissolved? Therefore, a stressful period for the director resurfaces along with costs.
Perhaps the HMRC may uncover many concerns, leading to wrongful trading allegations, exposing the company directors to a liability claim against them and not the company due to their actions. Usually, directorship bars are attached, and if serious, further criminal activity.
So always seek advice from an Insolvency Firm, including HBG Advisory beforehand.
For further reading, please view ‘can you close a limited company with debt?‘.
Do HMRC request Tax Repayments from a Company Director?
However, limited liability protects directors as to the company, and its finances remain a separate legal entity and so distinct from your circumstances. So, a dissolved company and its debts are part of the limited company, and not you as an individual.
Note though, HMRC investigations may highlight areas of concern, including failing to pay tax due. If fraud is suspected and proven, then HMRC may go after the directors for those payments, so remain ‘Warned’!
- VAT and PAYE;
- Corporation Tax;
- National Insurance.
A substantial liability will have accrued interest, and any penalties backdated to the date directors struck the company off the registrar at the company’s house.