What happens if a company wants to stop trading? Who can apply to have a company struck off and what conditions need to be fulfilled? What if you change your mind or provide false or misleading information? This article explains how to voluntarily strike-off and dissolve your company and takes you through the process step by step. If you want to restore a company, or avoid Companies House striking off the business without your knowledge, or want answers to the frequently asked questions surrounding these issues, then follow the links to separate articles and websites.
A private company that is not trading may apply to the Registrar to be struck off. This could be because the company is no longer needed, perhaps active directors want to retire and there is no-one to take over, maybe it is a subsidiary that is no longer needed, or the company was set up to exploit an idea that simply didn't work.
However, this procedure is not an alternative to formal insolvency proceedings where these are appropriate, as creditors are likely to prevent the striking off (even if the company is struck off and dissolved creditors and others can apply for it to be restored to the register).
A private company can apply to be struck off if, in the previous three months it has not:
A company cannot apply to be struck off if it is subject to possible insolvency proceedings such as liquidation, or there is a Section 425 scheme that is a compromise or arrangement between a company and its creditors/members.
Warn members (usually shareholders), creditors, employees, managers or trustees of any employee pension fund and any directors who have not signed the form 652s. Any of these people may object. The bank account should be closed, domain names transferred and any other loose ends dealt with before you apply.
Request form 652a from the Registrar at Companies House. Make sure the form is signed and dated by:
Make sure you give the name, address and telephone number of the person Companies House should contact about the application. Send the completed form, plus the fee (£10 at present, but this could change) to the Registrar of Companies, Companies House, Crown Way, Maindy, Cardiff CF14 3UZ.
Within seven days of sending Form 652a to the Registrar, you must provide copies of the form to:
In addition, anyone who becomes a member, creditor, etc, after the application must also be sent a copy of the form within seven days.
You must make sure the form 652a is delivered to, left at, or posted to them at either the last known address (if individual) or, if it is a company or partnership, the principal/registered office. If creditors have more than one place of business, you must send copies of the form to all the places of business where the company has had dealings in relation to the current debts. It is advisable to keep proof of delivery or posting.
First the Registrar checks the form and if acceptable it will be put on the company's public record. An acknowledgement will be sent to the address on the form. The company will also be notified at its registered office address to enable it to object if the application is false.
Any interested party may object.
Objections must be in writing and sent to the Registrar of Companies with any supporting evidence (e.g. copies of invoices that may prove the company is trading).
Reasons for objecting include:
Yes. Directors must withdraw the application using form 652c if a company ceases to be eligible for striking-off. This may be because
Any director can complete and sign form 652c.
The Registrar will advertise and invite objections to the proposed striking-off in the London Gazette. The Registrar will strike the company off the register in not less than three months after the date of this notice, if he sees no reason to do otherwise or the notice is not withdrawn.
Offences carry a fine of up to £5,000 in the magistrate court, but fines are unlimited on indictment (before a jury). Anyone convicted may also be disqualified from being a director for up to 15 years.
It is an offence to apply to the Registrar when the company is ineligible for striking-off, or to provide false or misleading information. It is also an offence not to copy the application to all relevant parties within seven days or not to withdraw the application if the company becomes ineligible.