Companies that are no longer required can be dissolved and removed from the public register. The process to close a company is quite simple and only requires the completion of one form. If the owners of a company no longer want to keep a company it can be closed through voluntary dissolution.
Voluntary dissolution is a provision of the Companies Act which allows for a company to be removed from the register at Companies House. In most cases this occurs if the company is dormant. To apply for a company to be struck off the register, the directors (or a majority of the directors) need to complete a DS01 form, along with a £10 fee. A company may NOT apply for voluntary dissolution if it has carried out any of the following activities within the 3 months prior to the request to be removed:
- Changed its name
- Disposed of any stock for funds
- Traded or continued in business
Moreover, a company may NOT apply for voluntary dissolution if it is in the process of, or is subject to any insolvency proceedings. Definitions of which would be liquidation, administration, or an agreement with members or creditors. However if it has settled all business debts within the past 3 months, it may make an application to be struck off.
To notify interested parties, the directors must send a copy of the form DS01, within 7 days, to the following:
- All members (e.g. shareholders)
- HM Revenue and Customers and Department for Work and Pensions if there are outstanding liabilities
- Employees
- All creditors (contingent/prospective)
- Managers/trustees of employment pension fund (if any)
- Any directors who may not have signed the form
Companies House will register the information once the application for voluntary dissolution is made, and once all relevant parties have been notified. To allow interested parties the opportunity to object to this course of action, they will then advertise the application in the London, Edinburgh or Belfast gazette (as appropriate). For an objection or a complaint to be registered it must be made in writing to Companies House along with evidence supporting the objection.
People may object/complain for the following reasons;
- If directors have failed to inform interested parties (punishable by £5000 fine or imprisonment if it is found to be a conscious effort to conceal the application)
- If the company owes money and there is an on-going legal process in order to recover said funds
- If false declarations have been made on form DS01
- If the company is embroiled in any other legal action
- If the company has broken conditions of the application (in regards to the 3 month trading period, for example)
- If directors have committed tax fraud or another offence
As long as there are no objections to cause delay, the company will be struck off the register no less than 3 months after the date of notice in the gazette.
In addition to forming thousands of companies every year, we also assist with the dissolution of companies no longer required by our customers. We assist with completing the DS01 form correctly, making payment to Companies House and monitoring the application until the company is dissolved.
