Closing Down A Company
When considering closing down a company. Directors need to identify why? Depending on the result will then depend on how you go about closing your limited company.
Suppose your company is registered in England. Then to commence closing down your company requires you have the agreement in writing (Board meeting minutes). Ensuring the board of directors in office and the retained shareholders. (directors and shareholders)approve. Even if you are a sole director, you still then need to go through the process.
How you decide how to close your business is simple.
Firstly, arrange a free initial consultation meeting with HBG Advisory to determine the financial position and solvency of the business.
Can the business pay its outstanding creditors or not? If not, then the business remains insolvent.
Once insolvent, directors need to discuss the types of formal insolvency procedure available.
Do you wish to consider liquidation or continue to trade whilst protected?
Your Limited Company Can Satisfy Its Creditors – Solvent
- Apply to strike the company of the Registrar of Companies.
- File for a members’ voluntary liquidation.
- Ensure if the company is vat registered, you deregister.
- Finalise accounts.
- Submit Capital Gains tax return if applicable.
Your Company Is not Able to Satisfy Its Creditors? – Company is Insolvent
If your ltd company is insolvent in the UK, the company creditors owed money take preference legally before directors and shareholders.
Your option then is to approach a licensed insolvency practitioner to liquidate your business with a Creditors Voluntary Liquidation (Creditors Voting decides on Liquidator). Creditors subject to vote strength may call a physical meeting. Then any company owed is frozen pending the outcome of the liquidation.
So imperative that if liquidation is the route to closure you require then take IMMEDIATE Liquidation Advice. Take care though as a creditor may force you into compulsory liquidation.
Subject to criteria mainly sustainability of cash flow and sales, you may apply for a Company Voluntary Arrangement.
What if No directors Exist?
The company requires a new director to then be appointed.
Companies House will strike off a company that doesn’t have a director. Therefore, making it challenging to manage company assets.
For a new director to be appointed ( Say in the event of the death of sole director) Shareholders are required to agree to a new director and a vote is necessary to name them as a new officer of the company.
Even if the company sits dormant or a group of dormant companies, they still require a company director.
The newly appointed director may then close the company. If it still owes money after ceasing trading then as stated above it will need to pay all debts before 12 months are over to enter into a voluntary liquidation MVL as tax efficient. If you wish to close your ltd company and are unable to pay the company debts, then you as a director of the company need to consult with an insolvency practitioner before disposing of company assets.
Important to note: Your business, however, remains liable for all outstanding taxes when closed if solvent and ensure all returns are submitted.
Allowing the Company to Fall Dormant? (Dormant Company)
Allowing a company to fall dormant, often confused with that the business ceases to exist. A dormant company has paid outstanding debts and remains registered at companies house, but does not trade.
You are not required by law to close your business if it ceases trading. You can let it become ‘dormant’ for tax as long as it’s not:
REMEMBER: Your ltd company remains though registered at companies house. Your dormant company accounts, confirmation statement and company tax return, still require filing. Ensure you also account for corporation tax.
No time limit exists as to how long your company may remain dormant.
Can HMRC pursue a dissolved company?
If companies house strikes a company off while still owing monies out, the creditors may object and have it reinstated.
Directors who assume companies dissolved while insolvent should be aware that the HMRC once alerted, may restore the company. Then once restored to the registrar at companies house they may proceed to collect any debt due to the HMRC along with penalties and prosecution.
Per Section 1003 of the Companies Act 2006.
Striking off application by a company requires form Ds01 completing and forwarding to the Registrar of Companies. Once accepted and approved. Subject to no queries the company will be removed from the register at companies house. The company no longer remains dormant.
Closing Down A Company – Business Rescue
Suppose you wish to restructure your company but not cease to exist. Then a rescue option remains best. So to discuss the process of closing safely and in privacy.
How to Book A Virtual meeting while safe and private, securing date and time from either your place of work or home. Assures confidentiality and safety.
Ensure when wishing to close your company, you need to understand:
- Ask if my company is solvent or insolvent?
- Do I wish to keep trading and therefore use a CVA or Company Administration?
- If insolvent, do I want to form a phoenix company to trade on with?
- If I have a solvent company, then have I filed a final set of accounts assuring solvency and ability to pay everyone within a year?
- Ensure you tell the HMRC.
- Ensure you maintain business insurance to the final day.
For further reading, please check out ‘ Closing a limited company‘.
Maintaining a company, dormant.
To sustain a dormant company has a cost (£100). Therefore, if you do not need the company in the forthcoming three years, then closing it is more cost-effective.
Note also: Use of voluntary striking off does nor remain an option.
Do I need to close a company which has never traded?
A limited company which has never traded is considered a dormant entity. Therefore, provided the company has not received any income then it will have no tax liability. You should though still file documents online at companies house including a dormant set of accounts and a confirmation statement within the time required. These documents are to be filed annually for as long as the limited company is registered.
Dissolution remains an option to close a company.
This procedure does not require the appointment of a Licensed Insolvency Practitioner.
Anyone can close a limited company through dissolution on behalf of the companies shareholders.
Cease trading accepting no more sales while discontinue trading. You may though receive monies appropriate to the companies winding-up.
Then agree with all creditors and issue payment in a full and final settlement. It is wise to receive written confirmation of settlement in full for future reference.
Ensure the companies bank account remains open until monies distributed to shareholders of the company.
Secure any outstanding company loans ensuring settlement in full. The same applies to say leases on vehicles any Hire purchase on company assets.
HR issues require finalising for former employees of the company, along with the directors. Run the last payroll, then the final PAYE and NI return requires submitting to the HMRC.
VAT registration for the company requires cancelling with HMRC while submitting a final VAT return.
Company Directors may now resign online, ensuring one remains to the end.
Directors are required to produce final accounts for the company. Once ready, copies need to forwarded to HMRC informing them of the companies decision to cease trading, and all taxes paid.
Company Corporation Tax remains the last liability to discharge. However, nine months required after the companies closure. Therefore the company remains open until paid by the company.
The companies assets require realising, then distributing to company shareholder, once all company debts discharged.
Once the company has remained inactive for three months or more and have discharged all company debt, The directors of the company mat, therefore, file a ‘striking off’ application at companies house using ds01. Then the company will be dissolved and no longer exist as a legal entity, leaving no unpaid debt.
A sole trader is a person trading in their name. A sole trader has different closure options than an ltd company. None of the above applies as an ltd company remain a separate legal entity, has it’s own tax implications, and the company owes money, not you. An ltd company has
Sole traders also differ in how they operate. An ltd company has used a company formation to set it up; it has shareholders, directors, a separate company bank account to that of the owners. It has it’s own business assets and a registered office where papers filed for serving.
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For help on a claim for redundancy as a director, view REDUNDANCY CLAIM