Strike off, dissolution – part 1 annual requirements - GP4
December 2013 - Version 3.2
as modified by the Companies Act 2006
Is this guidance for you?
This guide will be relevant to you if:
This guide will be relevant to you if:
This guide answers many frequently asked questions and provides information on completing the most commonly used filings relating to this area. The guide is not drafted with unusual or complex transactions in mind. Specialist professional advice may be needed in those circumstances.
This guide explains how you can remove your company from, and restore it to, the register of companies. You will find the relevant law in Part 31 of the Companies Act 2006.
This guide explains:
If, after reading this guide, you are in doubt about your responsibilities, you should consider seeking professional advice from a solicitor or accountant.
1. In what circumstances may a company apply to be struck off the register?
A company may apply to the registrar to be struck off the register and dissolved. The company can do this if it is no longer needed. For example, the directors may wish to retire and there is no one to take over from them; or it is a subsidiary whose name is no longer needed; or it was set up to exploit an idea that turned out not to be feasible. Some companies who are dormant or non trading choose to apply for strike off. If you have decided that you no longer want to retain your company and wish to have it struck off, the registrar will not normally pursue any outstanding late filing penalties unless you restore the company to the register at a later stage.
This procedure is not an alternative to formal insolvency proceedings where these are appropriate. Even if the company is struck off and dissolved, creditors and others could apply for the company to be restored to the register. Further information about restoration can be found in chapter 3. A list of persons who can apply to the court for a company to be restored can be found in question 1 of chapter 3.
An application for voluntary striking off can only be made by the company, and must be made on the company's behalf by its directors or a majority of them.
Sections 1004 and 1005 of the Companies Act 2006 set out the circumstances in which the company may not apply to be struck off. For example, the company may not make an application for voluntary strike off if, at any time in the last 3 months, it has:
A company cannot apply to be struck off if it is the subject, or proposed subject, of:
However, a company can apply for strike off if it has settled trading or business debts in the previous three months.
You can find further circumstances in which you cannot make an application in sections 1004 and 1005 of the Companies Act 2006. Please note you will commit an offence if you breach these restrictions (see question 12).
3. What should I do before applying?
There are safeguards for those who are likely to be affected by a company's dissolution. If your company has creditors, members etc, you should warn all the people listed in question 5, before applying, as any of them may object to the company being struck off. You should deal with any loose ends, such as closing the company's bank account, the transfer of any domain names - before you apply.
You may notify any other organisation or party who may have an interest in the company's affairs, otherwise they might later object to the application. Examples include Her Majesty's Revenue and Customs, local authorities, especially if the company is under any obligation involving planning permission or health and safety issues, training and enterprise councils and government agencies.
From the date of dissolution, any assets of a dissolved company will belong to the Crown. The company's bank account will be frozen and any credit balance in the account will pass to the Crown. Please see chapter 2 question 4.
4. How do I apply?
You must complete a 'Striking off application by a company, Form DS01'. Further information about downloading forms can be found in chapter 6.
The form must be signed and dated by:
It will help Companies House if you provide the name, address, and telephone number of the person we should contact if we have any queries about the application. Please note, this information will appear on the company's public record when we register the form. Depending on where the company was registered you should then send the completed form, with the £10 fee, to Companies House, Cardiff, Edinburgh or Belfast. Cheques should not be payable from the account of the company applying for strike-off. Further information on the fee is in question 13 .
5. Who must I inform?
The directors who make the application must, within 7 days of sending the application to the registrar, send a copy to the following persons:
The company's directors must also send a copy of the application to any person who, after the application has been made, becomes a director, member, creditor or employee of the company, or a manager or trustee of any employee pension fund of the company. This must be done within 7 days of the person becoming one of these. They must also send a copy of the application to any person who becomes one of the above at any time after the day the company made the application for voluntary strike off. This obligation continues until the dissolution of the company or the withdrawal of the application. Further information on the offence for not circulating the notice to the various parties is covered in question 12.
6. How should I inform the various parties?
You can post a copy of the 'Striking off application by a company' Form DS01 to, or leave it at:
It is also permissible to make a creditor of the company aware of the application by leaving a copy of it at, or posting a copy of it to, the place of business with which the company has had dealings in relation to the current debts, for example, the branch from where you ordered goods or which invoiced you. However, if there is more than one such place of business, you should deliver a copy of the application to each of those places. It is advisable to keep proof of delivery or posting.
7. What happens when Companies House receives the application?
We will examine the form and if it is acceptable we will register the information and put it on the company's public record. We will send an acknowledgement to the address shown on the form and will also notify the company at its registered office address to enable it to object if the application is bogus.
The registrar will publish notice of the proposed striking off in the Gazette to allow interested parties the opportunity to object.
A copy of this notice will be placed on the company's public record. If there is no reason to delay the registrar will strike the company off the register not less than 3 months after the date of the notice. The company will be dissolved on publication of a further notice stating this in the relevant Gazette.
The Gazette is the official newspaper record in the United Kingdom. There are 3 of them: the London Gazette, for companies incorporated in England and Wales; the Edinburgh Gazette, for companies incorporated in Scotland; and the Belfast Gazette, for companies incorporated in Northern Ireland.
When the registrar publishes a notice to strike off or restore a company, the notice will appear in the Gazette for the part of the United Kingdom in which the company was formed. The gazettes are published weekly and further information can be found on the Gazette website.
9. What if the company ceases to be eligible or I change my mind and want to withdraw my application?
The directors must ensure the application is withdrawn immediately by completing the 'Withdrawal of striking off application by a company', Form DS02 if they change their mind or the company ceases to be eligible for striking-off. This may be because, after applying to be struck off, the company:
Section 1009 of the Companies Act 2006 contains the full circumstances that mean you must withdraw an application for strike off and question 12 contains information on the offences for failure to withdraw an application.
10. Can anyone object to dissolution?
Any interested party can object to the registrar.
11. How and why can they object?
Objections or complaints must be in writing and sent to the registrar with any supporting evidence, such as copies of invoices that may prove the company is trading. Reasons could include:
A full list of conditions can be found in sections 1004 and 1005 of the Companies Act 2006.
It is an offence:
The offences attract a fine of up to a maximum of £5,000 on summary conviction (before a magistrates' court or Sheriff Court) or an unlimited fine on indictment (before a jury). If the directors breach the requirements to give a copy of the application to relevant parties and do so with the intention of concealing the application , they are also potentially liable to not only a fine but also up to seven years imprisonment. Anyone convicted of these offences may also be disqualified from being a director for up to 15 years.
Yes. A fee of £10 is payable to cover the cost of providing the service. We will not refund the fee if you withdraw the application after we have registered it. A further fee will be payable for a new application. Please make cheques payable to 'Companies House' and write the company number on the reverse. Cheques should not be payable from the account of the company applying for strike-off.
1. Can the registrar strike a company off the register on his own initiative?
Yes, if it is neither carrying on business nor in operation. The registrar may take this view if, for example:
Before striking a company off the register, the registrar is required to write two formal letters and send notice to the company's registered office to inquire whether it is still carrying on business or in operation. If he is satisfied that it is not, he will publish a notice in the relevant Gazette stating his intention to strike the company off the register unless he is shown reason not to do so.
A copy of the notice will be placed on the company's public record. If the registrar sees no reason to do otherwise, he will strike off the company not less than three months after the date of the notice. The company will be dissolved on publication of a further notice stating this in the relevant Gazette. Further information about the Gazette can be found in chapter 1, question 8.
2. How can I avoid this action?
If you want your company to remain on the register, you must reply promptly to any formal inquiry letter from the registrar and deliver any outstanding documents. Failure to deliver the necessary documents may also result in the directors being prosecuted.
3. Can I object?
The registrar will take into account representations from the company and other interested parties, for example, creditors. If there is good reason not to strike the company off the register, he may suspend the action until the objection is resolved.
From the date of dissolution, any assets of a dissolved company will be 'bona vacantia'. Bona vacantia literally means “vacant goods” and is the technical name for property that passes to the Crown because it does not have a legal owner. The company's bank account will be frozen and any credit balance in the account will be passed to the Crown.
You should address any enquiries about bona vacantia property, as appropriate, to:
The registrar can only restore a company if he receives a court order, unless a company is administratively restored to the register (see chapter 4). Anyone who intends to make an application to the court to restore a company is advised to obtain independent legal advice.
Any company which is restored to the register is deemed to have continued in existence as if it had not been struck off and dissolved.
Generally, any of the following may make an application for restoration:
2. How long have I got to make an application to the Court?
For companies dissolved under Section 1000 or 1003 of the CA2006 and 652 or 652a of the 1985 Act.
As a general rule restoration by court order can be applied for up to six years from the date of dissolution, if the dissolution date is on or after 1st October 2009.
If the dissolution date is on or before 30th September 2009, transitional arrangements exist to take account of the new 2006 Companies Act for restoration. Please ring the contact centre for advice 0303 1234 500.
For companies dissolved under Section 201 and 205 and Para 84 of Schedule B1 of the Insolvency Act and 652 of 1985 Act or Section 1001 of the CA2006.
Companies dissolved on or before 30th September 2007 following any form of liquidation are out of time to restore the company.
Companies dissolved on or after 1st October 2007 following any form of liquidation have six years from the date of dissolution.
NB. There are no time limits for personal injury claims in any of the above scenarios.
3. Where do I apply for a Court Order for restoration?
Restoration in England and Wales
f you are restoring a company that was registered in England or Wales, you must apply to the Court by completing a Part 8 claim form (this is the standard form that starts proceedings), which is available in the TSol's Guide to Company Restoration. The Registrar of the Companies Court in London usually hears restoration cases in chambers once a week on Friday afternoons.
Cases are also heard at the District Registries. Alternatively, you can make an application to a County Court that has the authority to wind up the company. For more detailed guidance on restoration, see the TSol's Guide to Company Restoration available on the Treasury Solicitors web site or telephone 020 7210 3000.
You must give the registrar at least 10 days notice of the hearing to allow him time to deal with the matter and instruct the Solicitor representing him.
Restoration in Scotland
If you are restoring a company that was registered in Scotland, you must apply to the Court of Session. Alternatively, for a company whose paid-up capital does not exceed £120,000, you can apply to the Sheriff Court in the sheriffdom in which the company has its registered office.
You can find information and locations of Sheriff Courts at the Scottish Courts web site. You must serve the petition to restore on the registrar of companies in Scotland and any other bodies directed by the court. There is no witness statement required and the period required for responses is set by the Court and only commences when the petition is served on the registrar.
Restoration in Northern Ireland
If you are restoring a company that was registered in Northern Ireland, you should serve the originating summons on both the following:
The registrar will also require a copy of the witness statement in support of the application.
4. How do I serve documents?
You should serve the claim form and supporting evidence (see question 6) on the appropriate registrar of companies and the solicitor dealing with any bona vacantia assets, namely:
The relevant details of the registrars are as follows:
Documents can be delivered by post and we suggest you use recorded delivery for safer delivery. We will also accept delivery by hand during normal office hours at Companies House, Cardiff (at any time); Companies House, 4 Abbey Orchard Street, Westminster, London; Companies House, Belfast; and Companies House, Edinburgh.
5. What evidence must I give?
Other than in Scotland, the Court will require:
In England and Wales and in Northern Ireland the above information must be provided in an affidavit or witness statement. In Scotland this information can be provided in the petition to restore.
Further information about the requirements for England and Wales can be found in the TSol's Guide to Company Restoration. If you require further information about restoration in Northern Ireland or Scotland please contact your solicitor.
The registrar will provide information to assist in an application to the Court. Before the Court hearing, the registrar will normally require the delivery of any statutory documents to bring the company's public file up to date. You should send these documents at least five working days before the hearing, to allow the registrar sufficient time to process or return them for amendment.
6. Why might a company be restored with a different company name?
The registrar will normally restore a company with the name it had before it was struck off and dissolved. However, if at the date of restoration the company's former name is the same as another name on the registrar's index of company names, he cannot restore the company with its former name. You can check whether the company's name is the same as another on the register by using the WebCheck service.
If the name is no longer available, the court order may state another name by which the company is to be restored. On restoration, we will issue a change of name certificate as if the company had changed its name.
Alternatively, the company may be restored to the register as if its registered company number is also its name. The company then has 14 days from the date of restoration to pass a resolution to change the name of the company. You must deliver a copy of the resolution and a 'notice of change of name by resolution of directors' (Form NM05) to Companies House with the appropriate fee. We will then issue a change of name certificate.
It is an offence if the company does not change its name within 14 days of being restored with the number as its name.
Please note: the change of name does not take effect until we have issued the certificate.
7. Are there costs or penalties?
Yes. Where property has become bona vacantia, the Court may direct that the claimant meets costs of the Crown representative in dealing with the property during the period of dissolution or in connection with the proceedings. The Court may also direct that the claimant meets the registrar's costs in connection with the proceedings for the restoration.
The company must normally pay any statutory penalties for late filing of accounts delivered to the registrar outside the period allowed for filing. The penalties that may be due are:
The appropriate filing fee must also be paid on submission of outstanding documents.
The level of any late filing penalty depends on how late the accounts are when we receive them. For example, a set of accounts that you should have delivered 2 months before a private company was dissolved are normally regarded as 2 months late if you deliver them on restoration and you must pay the relevant penalty. The company is not liable for late filing penalties for accounts received on restoration but which became due while the company was dissolved. For more information about penalties, please see our 'Late Filing Penalties' guide.
8. What happens when the court makes an order for restoration?
The applicant must deliver a copy of the court order to the registrar to restore the company. A company is restored when you deliver the order. When restoring a company that was registered in Scotland, the registrar in Scotland will require a copy of the order certified by the court.
9. What happens when the company has been restored?
When it has been restored, the general effect is that a company is deemed to have continued in existence as if it had not been dissolved or struck off the register. The Court may give directions or make provision to put the company and all other persons in the same position as they were before the company was dissolved and struck off. A notice will also be placed in the relevant Gazette.
1. What is Administrative Restoration?
Under certain conditions, where a company was dissolved because it appeared to be no longer carrying on business or in operation, a former director or member may apply to the registrar to have the company restored. This is called 'administrative restoration'. If the registrar restores the company it is deemed to have continued in existence as if it had not been dissolved and struck off the register. Section 1025 of the Companies Act 2006 gives details of the requirements relating to administrative restoration.
Administrative Restoration is available where the company was struck off under either section 652 of the Companies Act 1985, section 603 of the Companies Consolidation (Consequential Provisions) (Northern Ireland) Order 1986 (SI 1986/1035 (NI 9)or section 1000 and 1001 of the Companies Act 2006.
Only a former director or former member of the company, who was a director or member at the time the company was dissolved can apply.
3. Can an application for administrative restoration by made in respect of any company?
No. To be eligible for administrative restoration, the company must have been:
If a company meets the above criteria, an application for restoration may be made if it meets the following conditions:
4. How do I apply for administrative restoration?
You must send an 'Application for administrative restoration' (Form RT01) to the registrar which includes a statement of compliance confirming that the applicant is legally entitled to make the application (see question 1) and that the conditions for restoration are met (see question 2).
The registrar's fee for processing the application is £100. Please make cheques payable to 'Companies House' and write the company number on the reverse.
The applicant must meet the Crown representative's costs or expenses (if demanded). The company must pay any statutory penalties for late filing of accounts delivered to the registrar outside the period allowed for filing. The penalties that may be due are:
You must also pay the appropriate filing fee on submission of any outstanding documents.
The level of any late filing penalty depends on how late the accounts are when we receive them. In the case of accounts delivered on restoration, the registrar will normally disregard the period during which the company was dissolved. For example, a set of accounts that you should have delivered 2 months before a private company was dissolved are normally regarded as 2 months late if you deliver them on restoration and you must pay the relevant penalty before the restoration of the company.
The company is not liable for late filing penalties for accounts received on restoration but which became due while the company was dissolved. For further information about penalties, please see our 'Late Filing Penalties' guide.
6. What happens next?
The registrar will give notice to the person who has applied for restoration of his decision.
If the registrar decides that he will restore the company to the register the restoration will take effect from the date he sends the notice. The notice will include the company's registered number and the name of the company. If the company is restored to the register under a different name or with the company number as its name, that name and its former name will appear on the notice.
If the registrar decides not to restore the company to the register, the applicant may apply to the Court for restoration within 28 days even if the period for restoration has expired. (see question 1 of this chapter).
7. Why would a company be restored with a different company name?
If at the date of restoration the company's former name is the same as another name on the registrar's index of company names, it will need to choose an alternative name The application for restoration may state another name by which the company is to be restored. You can check whether the company's name is the same as another on the register by using the WebCheck service. On restoration, we will issue a change of name certificate as if the company had changed its name.
Alternatively, we may restore the company to the register as if its registered number is also its name. The company then has 14 days from the date of restoration in which to change the name of the company. Alternatively, the directors can pass a resolution to change the company name. You must deliver a copy of the resolution and notice (Form NM05) of the change of name to Companies House including the appropriate fee. If the documents are accepted we will issue a change of name certificate. For further information on change of name please see our 'Life of a company part 2 Event driven filings' guide.
It is an offence if the company does not change its name within 14 days of the company being restored with the company number as its name.
Please note: the change of name does not take effect until the certificate is issued.
8. What happens when the company has been restored?
When it has been restored, the general effect is that a company is deemed to have continued in existence as if it had not been dissolved or struck off the register. An application can be made to the Court for directions or provision required to put the company and all other persons in the same position as they were before the company was dissolved and struck off. Any such application to the Court must be made within 3 years of the company being restored.
1. What happens to the documents I send to Companies House?
We scan the documents and forms you deliver to us to produce an electronic image. We then store the original, paper documents and use the electronic image as the working document.
When a customer searches the company record, they see the electronic image reproduced on-line. So it is important not only that the original is legible, but that it can also produce a clear copy.
When you file a document electronically, we automatically create an electronic image from the data you have provided us with.
This chapter sets out some guidelines to follow when preparing a document for filing at Companies House.
2. How should I set out documents?
Documents filed electronically
Documents filed electronically must comply with the specifications set out by the registrar in his rules on electronic filing. The formats for software filing are contained in the rules published on the website and our website contains all the formats you will need to file via that method.
Generally, every paper document sent to Companies House must state in a prominent position the registered name and number of the company. There are a few exceptions to this rule, which are set out in the published registrar's rules, which can be found on our website.
Paper documents should be on A4 size, plain white paper with a matt finish. The text should be black, clear, legible, and of uniform density. Letters and numbers must be clear and legible so that we can make an acceptable copy of the document. The following guidelines may help. Failure to follow these guidelines is likely to result in the document being rejected:
When you fill in a form please:
When you complete other documents, please remember:
3. Where can I find out more about this?
1. How do I deliver information to Companies House?
For full details of all the ways of sending documents to Companies House, electronically or on paper, please refer to the registrar's rules which appear on our website. The safest and most secure way to file statutory information is to use our online filing services. For more information and registration details please visit our website.
If you are delivering documents by post, courier, Document Exchange Service (DX) or Legal Post (in Scotland) and would like a receipt, Companies House will provide an acknowledgement if you enclose a copy of your covering letter with a pre-paid addressed return envelope. We will barcode your copy letter with the date of receipt and return it to you in the envelope provided.
Please note: an acknowledgement of receipt does not mean that a document has been accepted for registration at Companies House.
Please Note: Companies House does not accept any statutory documents by fax, PDF (except for electronically filed certified copies of charge instruments) or by email.
2. Do I have to pay to file documents at Companies House?
You do not have to pay a fee for many of the documents that you have to send to Companies House, but some do require a fee and we will not accept them for registration without it. For full details you should refer to our website.
3. Can I file documents in other languages?
As a general rule the law requires that you deliver documents to Companies House in English, however there are exceptions which are detailed below. Companies can deliver the following documents in languages other than English if the document is accompanied by a certified translation into English:
In addition companies may also file voluntary certified translations of any document subject to the First Company Law Directive disclosure requirements. These are:
The voluntary translation must relate to a document delivered to Companies House on or after 1 January 2007. Voluntary translations can only be filed in an official language of the European Union and must be accompanied by Form VT01, which will link the translation to the original document.
There are different exceptions for Welsh companies (those complying with section 88 of the Act) who are entitled to draw up and deliver certain documents in Welsh without the need of an accompanying certified translation in English. A full list of the excepted documents can be found in our guidance entitled 'Conducting business in Welsh (GP05)' available on our website.
4. Where do I get forms and guides?
This is one in a series of Companies House publications which provides a simple guide to the Companies Act.
All statutory forms and guides are available free of charge from Companies House. The quickest way to get them is from our website or by telephoning 0303 1234 500.
You can also obtain forms from company law stationers, accountants, solicitors and company formation agents.