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Strike-off, Dissolution and Restoration - GBW2
October 2008 - Version 10
Is this guidance for you?
This guide will be relevant to you if you:
- are thinking of or wish to dissolve a company; or
- wish to restore a company to the register for a particular reason
When reading these guidance notes, you need to be aware of the following:
Some (but not all) of the provisions in the Companies Act 2006 have come into force. Therefore, some provisions in the Companies Act 1985 remain relevant. We have tried as far as possible to make it clear throughout these notes which Act applies. If you would like to find out more you may wish to visit our website at www.companieshouse.gov.uk where you can find out which provisions in the respective Acts are in force. Our website also contains a link to the BERR (The Department for Business, Enterprise and Regulatory Reform) website www.berr.gov.uk/bbf/ where you can find further information. Some provisions in the new Act are subject to transitional arrangements. We will as far as possible explain these in this guidance and give details on our website.
There is one final stage in the implementation of the Companies Act 2006 scheduled for October 2009. We will update any guidance notes affected by those implementations at the time. You may wish also to keep an eye on our website where we will publish more information as the implementation process continues so you can access the most up to date information.
Until October 2009, these guidance notes apply only to companies formed in Great Britain (England, Wales and Scotland). The separate system in Northern Ireland is then scheduled to merge into a single system for the whole of the United Kingdom.
| Introduction |
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This is a guide only and should be read with the relevant legislation.
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Back to top Introduction
This booklet is a guide to having your company removed from the register of companies. Our booklet, 'Liquidation and Insolvency', is also useful if you are considering winding up your company.
A company may be struck off the register and dissolved if:
- it has applied to the Registrar to be struck off; or
- the Registrar concludes that it is not carrying on business or in operation.
This booklet also covers how, in certain circumstances, your company may be restored to the register.
Back to top Chapter 1
Voluntary striking-off and dissolution
1. Who can apply to have a company struck off the register?
A private company that is not trading may apply to Companies House to be struck off the register. It can do this if the company is no longer needed. For example, the active 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.
The procedure is not an alternative to formal insolvency proceedings where these are appropriate, as creditors are likely to prevent the striking off (see questions 4 and 7). Even if the company is struck off and dissolved, creditors and others could apply for it to be restored to the register (see chapter 3).A private company can apply to be struck off if, in the previous three months, it has not:
- traded or otherwise carried on business;
- changed its name;
- for value, disposed of property or rights that, immediately before it ceased to be in business or trade, it held for disposal or gain in the normal course of its business or trade (for example, a company in business to sell apples could not continue selling apples during that three-month period but it could sell the truck it once used to deliver the apples or the warehouse where they were stored); or
- engaged in any other activity except one necessary or expedient for making a striking-off application, settling the company's affairs or meeting a statutory requirement (for example, a company may seek professional advice on the application, pay the costs of copying the Form 652a, etc). However, a company can apply for striking off if it has settled trading or business debts in the previous three months.
- any insolvency proceedings (such as liquidation, including where a petition has been presented but has not yet been dealt with); or
- a Section 425 scheme (that is a compromise or arrangement between a company and its creditors or members).
There are safeguards for those who are likely to be affected by a company's dissolution. If your company has creditors, members etc, you are advised to warn all the people listed in question 4, before applying, as any of them may object to the company being struck off. Any loose ends - such as closing the company’s bank account, the transfer of any domain names - should be dealt with before you apply.
It is also advisable to 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 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 held by a dissolved company will belong to the Crown - see chapter 2, question 5. The company’s bank account will be frozen and any credit balance in the account will be passed to the Crown.
3. How do I apply?
You should request a Form 652a from the Registrar. Forms are also available from the sources listed under further information.
The form must be signed and dated by:
- the sole director, if there is only one;
- by both, if there are two; or
- by the majority, if there are more than two.
You must give the name, address and telephone number of the person Companies House should contact about the application. You should then send the completed form, with the £10 fee, to the:
Registrar of Companies,
Companies House,
Crown Way,
Cardiff CF14 3UZ
Make the cheque payable to 'Companies House' and write the company number on the reverse.
4. Who must I inform?
Within seven days after sending Form 652a to the Registrar, you must provide copies of the form to the following:
- members, usually the shareholders;
- creditors including all contingent (existing) and prospective (likely) creditors such as banks, suppliers, former employees if they are owed money by the company, landlords, tenants (for example, where a bond is refundable), guarantors and personal injury claimants. Also, you must notify appropriate offices of *HM Revenue & Customs (HMRC) , and the Department of Work and Pensions (DWP) if there are outstanding, contingent or prospective liabilities;
- employees;
- managers or trustees of any employee pension fund; and
- any directors who have not signed the form.
* HM Revenue & Customs (HMRC) was formed on the 18 April 2005, following the merger of Inland Revenue and HM Customs and Excise Departments
Anyone who becomes a member, creditor etc, after the application must also be sent a copy of the form within seven days of doing so.All VAT-registered companies must notify the relevant VAT office (Finance Act 1985).
5. How should I inform the various parties?
A copy of the Form 652a should be delivered to, left at, or posted to them at:
- the last known address (if an individual); or
- the principal/registered office (if a company or partnership).
NOTE: To notify creditors who have more than one place of business, you must send copies of the form to or leave copies at all the places of business where the company has had dealings in relation to the current debts (for example, the branch where you ordered goods or which invoiced you). It is advisable to keep proof of delivery or posting.
6. How is the form registered?The Registrar will check the form and, if acceptable, put it on the company's public record. An acknowledgement will be sent to the address shown on the form. The company will also be notified at its registered office address to enable it to object if the application is bogus.
7. Can anyone object to dissolution?
Any interested party may object.
8. How and why can they object?
Objections must be in writing and sent to the Registrar of Companies with any supporting evidence, such as copies of invoices that may prove the company is trading. Reasons for objecting include:
- the company has broken any of the conditions of its application (for example, it has traded, changed its name or become subject to insolvency proceedings) during the three-month period before the application, or afterwards;
- the directors have not informed interested parties;
- any of the declarations on the form are false;
- some form of action is being taken, or is pending, to recover any money owed (such as a winding-up petition or action in a small claims court);
- other legal action is being taken against the company;
- the directors have wrongfully traded or committed a tax fraud or some other offence.
Directors must withdraw the application using Form 652c if a company ceases to be eligible for striking-off. This may be because the company:
- trades or otherwise carries on business;
- changes its name;
- for value, disposes of any property or rights except those it needed in order to make or proceed with the application (for example a company may continue the application if it disposes of a telephone which it kept to deal with enquiries about its application);
- becomes subject to formal insolvency proceedings or makes a Section 425 application (a compromise or arrangement between a company and its creditors);
- engages in any other activity, unless it was necessary or expedient in order to: make or proceed with a striking-off application; conclude those of its affairs that are outstanding because of what has been necessary or expedient to make or proceed with an application (such as paying the costs of running office premises while concluding its affairs and then finally disposing of the office); or comply with a statutory requirement.
10. What happens when the Registrar accepts a Form 652a application?
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 not less than three months after the date of this notice if he sees no reason to do otherwise and the application has not been withdrawn. The company will be dissolved when the Registrar publishes a notice to that effect in the Gazette. (At the time of striking-off, a letter will be issued to the contact name on Form 652a confirming the proposed date of dissolution.)
| Offences and penalties It is an offence:
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Anyone convicted of these offences may also be disqualified from being a director for up to 15 years.
11. Do I need to send a fee with Form 652a?
A fee of £10 is payable to cover the cost of providing the service. The fee will not be refunded if the application is rejected or withdrawn after its registration. A further fee will be payable for a new application. Any cheques must be made payable to 'Companies House' and the company number written on the reverse.
Back to top Chapter 2
Defunct companies
1. Can the Registrar strike off a company?
Yes, if it is neither in business nor in operation. The Registrar may take this view if, for example:
- he has not received documents from a company that should have sent them to him; or
- mail he has sent to a company's registered office is returned undelivered.
Before the Registrar strikes a company off the register, he must inquire whether it is still in business or operation.
If he is satisfied that it is not, he will publish a notice in the London Gazette that he intends to strike the company off. A copy notice is placed on the company's public record. If he sees no reason to do otherwise, the Registrar will strike the company off 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 Gazette. At the date of dissolution any assets held by a dissolved company will belong to the Crown: see question 5. The company's bank account will be frozen and any credit balance in the account will be passed to the Crown.
2. How can I avoid this action?
If the company is to remain on the register, it is important to reply promptly to any formal inquiry letter from the Registrar and to 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 such as creditors.
4. How does the Registrar's intention to strike off a company appear in the London Gazette?
The Company Law Official Notifications Supplement to the London Gazette publishes weekly notices on microfiche. Copies are available from:
The London Gazette, PO Box 7923, London SE1 5ZH .
web site: www.gazettes-online.co.uk
telephone:0870 600 3322
5. What happens to the assets of a dissolved company?
From the date of dissolution any assets held by a dissolved company will be 'bona vacantia'. This means they belong to the Crown. The company’s bank account will be frozen and any credit balance in the account will be passed to the Crown.
Enquiries about bona vacantia property should be addressed, as appropriate, to:
| If the company's registered office is in Lancashire: |
The Solicitor to the Duchy of Lancaster 66 Lincoln's Inn Fields London WC2A 3LH |
| If the company's registered office is in Cornwall or the Isles of Scilly: |
The Solicitor to the Duke of Cornwall 66 Lincoln's Inn Fields London WC2A 3LH |
| In all other cases: | The Treasury Solicitor (BV) One Kemble Street London WC2B 4TS www.bonavacantia.gov.uk |
Back to top Chapter 3
Restoration to the register
The Registrar cannot restore a company to the register without a Court Order. When the Registrar receives an office copy of the Court Order for restoration, a company is regarded as having continued in existence as if it had not been struck off and dissolved.
1. Who can apply to have a company restored to the register?
For companies struck off following a Form 652a application: any of the parties who must be notified of the application (see chapter 1, question 4) can apply to the Court within 20 years of dissolution for the name of the dissolved company to be restored to the register. The Court may order restoration if it is satisfied that:
- the person was not given a copy of the company's application;
- the company's application involved a breach of the conditions of the application; or
- for some other reason it is just to do so.
For companies struck off at the instigation of the Registrar: the company, or a member or creditor of it, can apply to the Court for restoration within 20 years of the dissolution. When a company applies for its own restoration, a member of the company must also be an applicant to give any necessary undertakings to the Court.
Where a company is dissolved: the liquidator or any other interested party such as a creditor can apply to the Court for the dissolution to be declared void. In most cases an application must be made within two years of dissolution, but as from 1st October 2008 it can be made at any time if its purpose is to bring proceedings against a company for:
- damages for personal injuries including any sum under Section 1(2)(c) of the Law Reform (Miscellaneous Provisions) Act 1934 (funeral expenses); or
- damages under the Fatal Accidents Act 1976 or the Damages (Scotland) Act 1976.
Apply to the High Court by completing a Part 8 claim form (this is the standard form that starts proceedings. It can be downloaded from www.courtservice.gov.uk). 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, an application can be made to a County Court that has the authority to wind up the company. For more detailed guidance on restoration, see the ‘Treasury Solicitor’s: A Guide to Company Restoration’ available from www.tsol.gov.uk or telephone 020 7210 3000.
3. How do I serve documents?
The claim form should be served on:
- the solicitor dealing with any bona vacantia assets namely the Treasury Solicitor or the solicitor to the relevant Duchy, and
- The Registrar of Companies
Restoration Section
Companies House
Crown Way
Cardiff CF14 3UZ
DX: 33050 Cardiff 1
Tel: 029 2038 0069
Fax: 029 2038 0006
The Registrar must be given at least 10 days notice of the hearing to allow him time to instruct the Treasury Solicitor and deal with the matter.
4. What evidence must I give?
The Court will require an affidavit (statement of truth) or a witness statement confirming that:
- the originating document was served; and
- the solicitor dealing with the bona vacantia assets has no objection to the restoration of the company (a copy of his or her letter should be attached to the affidavit or witness statement).
- when the company was incorporated and the nature of its objects (a copy of the certificate of incorporation and the memorandum and articles of association should be attached);
- its membership and officers;
- its trading activity and, if applicable, when it stopped trading;
- an explanation of any failure to deliver accounts, annual returns or notices to the Registrar of Companies;
- details of the striking-off and dissolution;
- comments on the company's solvency;
- any other information that explains the reason for the application.
- delivery of any statutory documents to bring the company's public file up to date. These should be sent to the Registrar at least five working days before the hearing to allow him time to process and examine them as they may have to be returned for amendment; and
- the correction of any irregularities in the company's structure.
Yes. The Treasury Solicitor, whose costs are normally met by the Claimant(s), will represent the Registrar. The company must normally pay any statutory penalties for late filing of accounts delivered to the Registrar outside the period allowed by the Companies Act 1985. The penalties that may be due are:
- unpaid penalties outstanding on accounts delivered late before the company was dissolved; and
- penalties due for accounts delivered on restoration, if the accounts were overdue at the date the company was dissolved.
The level of any late filing penalty depends on how late the accounts are the Registrar receives them. Late filing penalties are not normally collected for accounts received on restoration that became due while the company was dissolved. For more information about penalties, please see our booklet, ‘Late Filing Penalties’.
6. What happens when the order for restoration is made?An office copy of the order with the court seal must be delivered to the Registrar by the applicant wishing to restore the company. A company is regarded as restored when the order is delivered.
Back to top Chapter 4
Further information
1. How do I send information to Companies House?
The safest and most secure way to send statutory information to Companies House is to use our online filing services. For more information and registration details please visit our website www.companieshouse.gov.uk
You may deliver documents to the Registrar by hand (personally or by courier), including outside office hours, bank holidays and weekends to Cardiff, London and Edinburgh.
You may also send documents by post or by the Document Exchange Service (DX). If you send documents, please address them to:
| For companies incorporated in England & Wales: |
For companies incorporated in Scotland: |
| The Registrar of Companies Companies House Crown Way Cardiff CF14 3UZ DX33050 Cardiff 1 |
The Registrar of Companies Companies House 37 Castle Terrace Edinburgh EH1 2EB DX ED235 Edinburgh 1 LP – 4 Edinburgh 2 |
If you are sending documents by post, courier or Document Exchange Service (DX) 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.
Companies House sends an automatic e-mail acknowledgement for every submission made via WebFiling and an additional e-mail indicating whether the submission has been accepted or rejected.
Please Note: Companies House does not accept accounts or any other statutory documents by fax.
2. Where do I get forms and guidance?
This is one of a series of Companies House guidance which provide a simple guide to the Companies Act.
Statutory forms and guidance are available, free of charge from Companies House. The quickest way to get them is through this website or by telephoning 0303 123 4500.
Forms can also be obtained from legal stationers, accountants, solicitors and company formation agent.
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