How to Strike Off Your Company
How to close your limited company by striking off. Understand the process, requirements, and alternatives to voluntary dissolution.
Striking Off a Company: Complete Closure Guide
When you no longer need your limited company, you can apply to have it struck off the Companies House register. This guide explains the process and alternatives.
What Is Striking Off?
Striking off (voluntary dissolution) removes your company from the Companies House register. After dissolution:
- The company ceases to exist
- You can't trade through it
- Assets pass to the Crown (if any remain)
- The company name becomes available again
Is Striking Off Right for You?
Use Striking Off If:
- ✓ Company has no assets
- ✓ Company has no liabilities
- ✓ Not trading and won't again
- ✓ No outstanding tax matters
- ✓ Shareholders don't need large distributions
Don't Use Striking Off If:
- ✗ Company has significant assets (use MVL instead)
- ✗ Debts remain unpaid
- ✗ Tax returns are outstanding
- ✗ Distributions to shareholders exceed £25,000 and you want capital treatment (use an MVL)
- ✗ Ongoing legal disputes
Eligibility Requirements
Your Company Must NOT Have:
| Condition | What It Means |
|---|---|
| Traded in last 3 months | Must have ceased trading |
| Changed name in last 3 months | No recent name changes |
| Outstanding creditors | All debts must be paid |
| Outstanding assets | Distribute before applying |
Before You Apply
Complete these first:
- File all accounts - All years up to date
- File all CT600 returns - Including final return
- Pay all tax - Corporation tax, PAYE, VAT
- Pay all creditors - No outstanding debts
- Distribute assets - To shareholders
- Close bank accounts - After final transactions
- Notify HMRC - CT, PAYE, VAT schemes
The Process
Step 1: Notify Interested Parties
Send written notice of your striking off application to:
| Party | Why |
|---|---|
| Shareholders | Legal requirement |
| Creditors | Give them chance to object |
| Employees | If any remain |
| Pension trustees | If company scheme exists |
Step 2: File Form DS01
Online (recommended):
- Go to Companies House WebFiling
- Select "Apply to strike off"
- Complete form DS01
- Fee: £33
- Download form DS01
- Complete and sign
- Post to Companies House
- Fee: higher than the online route — see the Companies House fees page for the current amount
Step 3: Wait for Gazette Notice
Companies House:
- Reviews your application
- Publishes notice in London Gazette
- Waits 2 months for objections
- Strikes off if no objections
Step 4: Dissolution
After 2 months:
- Company struck off register
- Confirmation letter sent
- Company no longer exists
Timeline
| Event | Timing |
|---|---|
| Application submitted | Day 0 |
| Gazette notice published | ~2 weeks |
| Objection period | 2 months from notice |
| Strike off | ~3 months total |
Tax Matters Before Strike Off
Final Corporation Tax Return
You must file a CT600 covering:
- From start of accounting period
- To date of cessation of trade
- This is a final return
- Company is ceasing to trade
- Strike off application pending
Outstanding Tax
Pay before applying:
- Corporation tax
- Any PAYE/NI owed
- Outstanding VAT
- Interest and penalties
Close Tax Registrations
Inform HMRC to close:
- Corporation Tax registration
- PAYE scheme
- VAT registration
Distributing Assets
Before Strike Off
Any remaining assets after paying creditors should be distributed:
| Distribution Method | Tax Treatment |
|---|---|
| Cash dividend | Income tax on shareholders |
| Capital distribution | CGT treatment possible |
| In specie | Market value for tax |
The £25,000 Rule
If total distributions are £25,000 or less:
- May qualify for capital treatment
- Subject to conditions
- Consider Members' Voluntary Liquidation (MVL)
- Better tax treatment for larger amounts
Undistributed Assets
Assets not distributed before strike off:
- Pass to the Crown (bona vacantia)
- Can sometimes be reclaimed
- Better to distribute properly
Objections to Strike Off
Who Can Object?
| Party | Common Reasons |
|---|---|
| HMRC | Outstanding tax |
| Creditors | Unpaid debts |
| Employees | Unpaid wages |
| Directors | Dispute among directors |
What Happens If Objected?
- Strike off suspended
- You must resolve the issue
- May need to reapply
HMRC Objections
Common reasons HMRC objects:
- Outstanding returns
- Unpaid tax
- Open enquiries
- VAT deregistration not complete
The Confirmation Statement While You're Striking Off
A confirmation statement (CS01) that falls due before your company is dissolved is still legally due. Companies House does not cancel it because you intend to close, and failing to file one is a criminal offence for the company and its officers.
What matters in practice is the order of events:
| Situation | What usually happens |
|---|---|
| The DS01 is accepted before the confirmation statement deadline | Companies House lists the company as proposal to strike off and does not chase the outstanding CS01. Most people in this position do not file it. |
| The confirmation statement deadline passes before the DS01 goes in | The CS01 is overdue. Companies House sends warning letters and may begin its own compulsory strike-off action. |
| The strike-off is objected to, or you withdraw it (form DS02) | The company carries on existing, and any overdue confirmation statement is still owed and has to be filed. |
Reminders keep arriving until the register updates
TinyTax generates confirmation statement reminders from live Companies House data, so they carry on until Companies House records the dissolution — which can be a couple of months after the DS01 goes in. To stop them sooner, use the Unsubscribe from CS01 reminders link at the bottom of any reminder email. That switches reminders off for that company only; it changes nothing at Companies House.
Alternatives to Strike Off
Members' Voluntary Liquidation (MVL)
Better if:
- Significant assets remain
- Distributions exceed £25,000
- Want formal closure process
- Need clear cut-off for creditors
Sell the Company
If company has:
- Valuable contracts
- Established reputation
- Useful licences
- Good trading history
Make Company Dormant
If you might need it later:
- Stop trading
- File dormant accounts
- File nil CT600 returns
- Minimal cost to maintain
After Strike Off
Company Records
Keep company records for at least 6 years:
- Accounts
- Tax returns
- Contracts
- Meeting minutes
Bank Account Closure
Ensure bank account is:
- Emptied before strike off
- Formally closed
- Statement retained
If Assets Discovered Later
Bona vacantia process:
- Apply to restore company (expensive)
- Claim asset
- Distribute properly
- Strike off again
Restoring a Struck-Off Company
If Needed
A company can be restored within 6 years:
| Method | When |
|---|---|
| Administrative restoration | Company error |
| Court restoration | Asset recovery, legal action |
Frequently Asked Questions
How long does strike off take?
Typically 3 months from application to dissolution.
What if I change my mind?
You can withdraw DS01 before the company is struck off. Notify Companies House in writing.
Do I need shareholders' agreement?
Not legally required for DS01, but good practice. All directors must sign.
What happens to the company name?
It becomes available for others to use. You could register it as a trade mark separately.
Can I be director of another company?
Yes. Strike off doesn't affect your ability to be a director elsewhere.
What if HMRC contacts me after strike off?
Directors remain personally liable for tax debts if company struck off while owing tax. HMRC can pursue you personally.
Summary
| Step | Action |
|---|---|
| 1. Check eligibility | Not traded, no debts, no assets |
| 2. File final returns | Accounts and CT600 |
| 3. Pay all tax | Clear with HMRC |
| 4. Distribute assets | To shareholders |
| 5. Notify parties | Shareholders, creditors |
| 6. File DS01 | £33 online |
| 7. Wait | 2 months objection period |
| 8. Dissolution | Company ceases to exist |
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