Striking Off a Company

Companies House Striking Off

Can this be stopped? If so how?

Contact HBG Advisory for advice.

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Companies House Striking Off

Companies House Striking Off can be serious for a limited company. Most importantly, if you need the company, it may have valuable assets or cash you may lose control over.

If you wish to retain the company,? You therefore need to submit an objection to companies house.

Striking a limited company off the registrar is however a simple process. Many people think it’s a liquidation?.

Liquidation however differs from the dissolution of a company. Therefore, striking a company off the registrar remains a way to dissolve a solvent, non-trading company. However, the company must not have replaced its name, sold property or any rights in the last three months.

If you no longer wish to continue trading, retire or have a subsidiary, you want to gain value from assets to open a new business, therefore possibly the way forward.

What if you want your company to remain?

Do not commence the process however, if you wish your company to remain live.

Why Would a Limited Company be Struck Off?

Why would a company be forcibly removed from the Companies House Register?

In a process known as compulsory strike, a third party, such as Companies House, petitions for the company to be removed from the register.

Normally,prompted due to no compliance issues by the company.

Noncompliance issues include:

  • Failing to submit your annual confirmation statement;
  • Notifying Company House about a change to your official registered office address;
  • Failure to file annual accounts of the company on time.

First Gazette notice for compulsory strike off, meaning

Companies House Striking Off – What Does Dissolved Company Mean?

A dissolved company describes a limited company removed from the companies registrar at the company’s house, as described above.

How do you Strike a Company Off the Companies House Register?

The striking off procedure to strike a company requires you to complete and submit form DS01.

Failure to submit any of the following will however delay the procedure.

Enclose a cheque for £10. Additionally, ensure you prepare the company for striking off before action. However, if you do not do this, you leave the company open to claims from creditors, employees and shareholders moving forward.

Listed below the significant points required.

  • Before closing, ensure you have the approval of the directors and shareholders of the company, and therefore noted in the company’s records. Usually done as a passing of an ordinary resolution. Ensure board directors sign a declaration of solvency once liabilities are paid;
  • Finish all work outstanding, ensuring all is invoiced in preparation to collect a payment, so creditors discharged in full;
  • Ensure all debtors remain collected and accounted for;
  • Value and sell the assets and any stock of the company.
  • Advise the HMRC of your actions;
  • Ensure a final set of annual accounts and a company tax return, along with any letters advising the situation of shareholders and directors. If the same, one letter will only be needed;
  • Annual confirmation statement;
  • Outstanding PAYE, NI, Corporation Tax and any other tax liabilities require payment to HMRC. Also, ensure you deregister for VAT;
  • The Striking Off will be published in the Gazette.

Companies House Striking Off & Staff

  • Make sure employees receive their final wages and salaries together with P45’s before requesting HMRC to close the company’s payroll scheme;
  • Contact Companies House and send the form DS01 with a filing fee of £10.00. Make sure that either all directors or a majority sign the DS01.

Form DC01

Moreover, send a copy of form DS01 to all interested parties by recorded delivery within seven days of sending it 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.

For help using your former company’s name. Please read: “Use of Company Names after Liquidation“.

How do I get a form DS01 to apply to strike off the company?

Complete the form online at companies house or download the form. Get started here to commence a voluntary striking off.

You’ll need to include:

  • Company number;
  • Company name;
  • Signature(s) of the company’s officers authorising the strike off.

Most directors should sign the application. 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 need assistance?

Contact HBG ADVISORY in total confidentiality. Where do I send the form DS01 and cheque?

Where do I forward complete form DS01 along with remittance?

If not filing online, deliver to:

Companies House.
Crown Way,
Cardiff.
CF14 3UZ – English and Welsh registered companies.

Companies House.
4th Floor,
Edinburgh Quay, 2,
139 Fountainbridge,
Edinburgh.
EH3 9FF – Scottish registered companies.

Companies House.
2nd Floor,
The Linenhall,
32-38,
Linenhall Street,
Belfast.
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:

  • Shareholders;
  • Creditors;
  • Employees. Therefore, the distribution of the company’s assets requires completing the DS01 form before submitting.

Companies House Striking Off – What do I need to keep?

Business documents of the limited company struck off remain stored safely for seven years. Ensure the employers’ liability policy and schedule require safekeeping for 40 years.

What happens if a company is struck off?

Once a company receives a first gazette notice for compulsory strike-off and then struck off or dissolved, it 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, it may not operate at all, as the limited company ceased existence at the date of dissolution.

If you trade in the company’s name before being struck off, then onerous legal consequences may occur to you personally.

The name of a struck off or dissolved company is available in new company incorporation. If you require to restore a struck off or dissolved company to public records, you 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 must apply within sections 1024 – 1029 Companies Act 2006. It would help if you reinstated a struck off or dissolved company using a company restoration.

Enforcement Action to Strike a Company off

Companies House’s action on compulsory strikes was postponed in April 2020. This was to accommodate businesses affected by the Coronavirus with adequate time to avoid having their company struck off the register.

Companies House will recommend compulsory strike off companies house.

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 difficult in some cases, 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?

Again, yes.

Therefore, you need to wait for the company’s house to complete its job.

Can a creditor submit an objection?

Yes

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 there are no assets in the insolvent company, it may also be possible to finance a liquidation with a Company Strike Off. Though, you still have legal obligations to do to stop you potentially being held liable for the outstanding company debts.

Once your company is struck off the register at the companies house, your company is no longer a legal entity.

Can you dissolve a company with a bounce back loan?

No.

You need to consult a licensed insolvency practitioner and liquidate the company.

Can you close a limited company with debt?

Yes, you can close a limited company with debt, though you need a licensed Insolvency Practitioners.

My company has a Bounce Back Loan, it can’t pay. Can I liquidate a company with an unpaid bounce back loan?

Yes. You are not personally liable in a liquidation, provided you conformed with the conditions applicable when you applied.

For further help on how to close down an insolvent limited company, please contact John Waller on:

FREEPHONE 0800 612 5448

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