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Close Company at Companies House: How to Strike Off, Dissolve or Keep It on the Register

By UK Startup Flow Team
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Close Company at Companies House: How to Strike Off, Dissolve or Keep It on the Register

Key Takeaways

  • Closing a UK limited company via Companies House is usually done by voluntary strike off using form DS01 or the online service. Strike off can be completed without formal procedures and is designed for solvent companies without debts.

  • Once a company is dissolved and struck off the register, it ceases to exist as a legal entity and cannot trade. Any remaining assets pass to the Crown as bona vacantia.

  • Directors must meet strict eligibility conditions before they apply to strike off, including that the company must not have traded in the last three months and must not be insolvent.

  • All interested parties, including creditors, shareholders and employees, must be notified within 7 days of the application.

  • Companies House can also start a compulsory strike off if accounts or a confirmation statement are not filed, but directors still remain responsible for outstanding debts and compliance even after dissolution.

Introduction: Closing a Company on the Companies House Register

When a limited company is no longer needed, its directors can remove it from the public companies register through a process known as "strike off." Once completed, the company is dissolved - meaning it no longer exists in law and cannot trade, hold assets or enter contracts.

Closing a company in the UK involves either striking off or liquidation, depending on the company's financial position. Throughout this article, "voluntary strike off" refers to the process directors initiate themselves, while "compulsory strike off" is action taken by Companies House when filing requirements are breached. A "dissolved company" is one that has been removed from the companies house register entirely. The focus here is on private limited companies (Ltd), though most rules apply equally to LLPs and some public limited companies. Fees and processes described reflect Companies House practice as at 2026 - for example, £13 for an online strike off application and £18 for a paper DS01 filing.

Can You Close Your Company at Companies House? Eligibility Rules

Not every company can immediately apply to strike off a company from the register. The application must meet statutory conditions set out in the Companies Act 2006.

To be eligible for voluntary strike off, a company must satisfy all of the following:

  • The company must not have traded or otherwise carried on business in the last three months. Limited exceptions exist for activity necessary to wind up affairs, such as settling debts or seeking professional advice.

  • The company name must not have changed in the last 3 months.

  • The company must not be subject to insolvency proceedings, including liquidation, administration, or a company voluntary arrangement.

  • A company cannot be struck off if it is trading or has outstanding creditors with unresolved claims.

  • The company must not be insolvent to apply for strike off. If it cannot pay its bills as they fall due, the correct route is usually liquidation rather than simple dissolution and companies house removal.

All company directors should agree to close the company, even though the application form only needs to be signed by a majority. If there are multiple directors and only two, both must sign. Strike off is for solvent companies without debts. Liquidation is for insolvent companies unable to pay debts - a distinction that matters enormously for director liability.

Before You Apply: Preparing for Company Dissolution

Most of the real work happens before you actually submit anything to Companies House. Getting this preparation wrong is the single most common reason strike off applications fail or cause problems later.

Dealing with company assets:

  • Close all company bank accounts and withdraw or distribute remaining funds to shareholders as dividends or capital distributions.

  • Transfer or cancel leases, sell equipment, and handle domain names or other intangible business assets.

  • If assets remain when the company is dissolved, they pass to the Crown as bona vacantia - recovery after this point is difficult and sometimes impossible.

Settling liabilities:

  • A company must settle all debts before applying for dissolution. This includes repaying directors' loan accounts where possible.

  • Contact HMRC to agree the final tax position. File the final company tax return, settle any corporation tax, PAYE and VAT, and address any other tax liabilities before applying.

  • You must inform HMRC before applying for strike off.

Filings and employment:

  • File final accounts and the most recent confirmation statement (CS01). If filings are overdue, Companies House may initiate a compulsory strike off before you can apply voluntarily.

  • Handle all employment obligations: final wages, redundancy payments and pensions for any staff. Employees are among the interested parties who must be notified.

How to Apply to Strike Off a Company (DS01 and Online Service)

There are two main ways to apply: online via the Companies House WebFiling service, or by posting the paper application form DS01. Online applications are faster and cheaper.

  • A company can be dissolved using form DS01, available from GOV.UK. The form requires the company name and company number.

  • Directors must sign the DS01 form to apply for strike off. More than half of the directors must sign the application. If there are two directors, both must sign; a sole director signs alone.

  • The online service costs £13. The paper DS01 costs around £18. Fees should be paid personally by the directors, not from the company's own companies house account or company bank accounts, especially if the company claims to be dormant or longer trading.

  • For paper applications, cheques or postal orders should be made payable to "Companies House" and must not come from a company account.

Notifying interested parties:

  • A copy of the strike off application must be sent within 7 days to all interested parties. This includes creditors, shareholders, employees, landlords, pension trustees, and any director who did not sign the form.

  • The company must inform all interested parties within 7 days, including anyone who becomes a creditor after the application is submitted but before dissolution.

  • Failure to notify interested parties is a criminal offence and can delay or invalidate the strike off process.

What Happens After You Apply: Gazette Notices and Objections

Once Companies House receives a valid strike off application, it carries out basic checks. If everything is in order, it begins the dissolution process.

  • Companies House sends an acknowledgement letter or email to the registered office confirming the request has been accepted.

  • A notice of intent to strike off is published in the Gazette (London, Edinburgh or Belfast, depending on where the company was incorporated). This notice will be published in the gazette giving at least 2 months' warning.

  • Companies House allows a 2-month window for objections after publishing the initial notice. During this period, a strike off application can be objected to by creditors, shareholders, or any other interested party providing written evidence - for example, proof that the company owes money, has ongoing legal claims, or is still carrying on business.

  • If an objection is upheld, the strike off is suspended or cancelled. Normal filing requirements resume, including filing accounts and the confirmation statement, and late filing penalties may apply.

  • HMRC often reviews proposed dissolutions and can ask Companies House to stop the process if tax liabilities are outstanding or enquiries are open. This is one of the most common reasons a planned strike off stalls.

When a Company Is Struck Off and Dissolved

If no valid objections are received during the Gazette notice period, the Registrar will usually strike the company off the register around 2 months after the first notice. The whole process from application to final dissolution typically takes 3–4 months.

  • A second notice is then published in the gazette confirming that the company has been struck off the register and stating the effective date. This final notice confirms the company is dissolved.

  • Once a company is dissolved and struck off the register, it ceases to exist. The company ceases to have any legal standing. It cannot trade, enter contracts, or operate in any way.

  • Company bank accounts are frozen. Any remaining company assets pass to the Crown as bona vacantia. Any assets remaining after dissolution become the property of the Crown.

  • Directors lose the authority to act on behalf of the company once it is successfully dissolved.

Record-keeping after dissolution:

  • Directors have certain responsibilities that survive dissolution. You must keep business records for 7 years post-dissolution, including invoices, bank statements, and final statutory accounts.

  • Employers' liability insurance documents may need to be retained for up to 40 years if staff were employed.

  • Public data about the dissolved company remains visible on the companies register for up to 20 years.

Compulsory Strike Off Versus Voluntary Strike Off

The key difference is who starts the process. Voluntary strike off is initiated by company directors when the company is longer trading and meets eligibility conditions. Compulsory strike off is started by Companies House itself.

When does compulsory strike off happen?

  • Companies House may begin a compulsory strike off when a company repeatedly fails to file accounts or its confirmation statement, or appears not to be carrying on business and does not respond to official letters.

  • A compulsory strike off notice is also published in the gazette, giving interested parties the chance to object and keep the company on the register.

How directors can respond:

  • Directors can usually prevent compulsory strike off by bringing filings up to date or contacting Companies House to confirm the company is still active.

  • If the company genuinely needs to close, switching to a voluntary strike off gives directors more control over the timeline.

Risks of compulsory strike off:

  • Creditors may later restore the company to the register via a court order to pursue outstanding debts.

  • Directors could face criticism, penalties, or even disqualification if it appears they allowed strike off to avoid paying creditors.

  • With voluntary strike off, directors handle debts in an orderly way, notify all parties, and reduce the risk of later restoration and legal action.

Withdrawing an Application and Restoring a Dissolved Company

Circumstances can change after a strike off application is filed, and there are formal ways to halt or reverse the process.

Withdrawing an ongoing strike off:

  • Directors must use form DS02 to withdraw a strike-off application, or use the online service. Withdrawal is necessary if the company becomes insolvent, starts trading again, changes its company name, or no longer meets the dissolution conditions. The application must be withdrawn immediately upon eligibility change.

  • You can withdraw your application if you change your mind for any reason. However, the DS01 fee is non-refundable.

  • Once withdrawn, all normal filing duties resume - including the confirmation statement and annual accounts.

Restoring a dissolved company:

  • Administrative restoration is available via form RT01 if the applicant was a director or member, the company was struck off the register by the Registrar, and the application is made within 6 years of dissolution. The fee is approximately £341.

  • If administrative restoration is not available - for example, the 6-year window has passed - restoration must be pursued through a court order, which is more complex and expensive.

  • A dissolved company cannot trade, and restoration is often costly and time-consuming. Getting the strike off process right at the outset avoids these problems.

The image depicts a stack of official documents and folders neatly arranged on a wooden desk, suggesting a workspace focused on company-related tasks such as filing final accounts and managing company tax returns. This setup may involve important paperwork related to companies house, limited company registrations, or other business assets.

Alternatives to Closing: Dormant Status and Liquidation

Striking off is not the only option. Some companies are better left dormant or closed through formal liquidation.

Dormant status:

  • A dormant company stays on the companies house register but does not trade or have significant accounting transactions. Confirmation statements and dormant accounts must still be filed each year.

  • Dormancy is useful when directors want to preserve the company name, protect a new limited company concept, or may restart trading later.

  • If HMRC agrees the company is dormant, corporation tax returns are generally not needed during that period.

Members' Voluntary Liquidation (MVL):

  • Members voluntary liquidation is for solvent companies wishing to distribute assets over £25,000 to shareholders in a tax-efficient way. A licensed insolvency practitioner oversees the process. Liquidation requires a licensed insolvency practitioner in all cases.

Creditors' Voluntary Liquidation (CVL):

  • Creditors' Voluntary Liquidation is required when a company is insolvent and cannot pay its debts. This route protects creditor interests under the Insolvency Act and ensures debts are handled under legal supervision.

  • An insolvency practitioner manages the process, and directors of insolvent companies should seek this route rather than attempting to dissolve a company through simple strike off.

Ongoing Directors’ Responsibilities and Personal Risks

Closing a company through Companies House does not automatically wipe the slate clean. Directors retain certain responsibilities even after company dissolution.

  • Providing false information on a DS01 application, failing to notify interested parties, or using dissolution to avoid paying known outstanding creditors can result in fines, criminal prosecution, or director disqualification of up to 15 years.

  • Since December 2021, the Insolvency Service can investigate directors of dissolved companies without first restoring the company to the register. This closed a significant loophole.

  • Creditors and HMRC can apply for a court order to restore a dissolved company to pursue unpaid debts. This means directors could face claims years after the company is struck off the register.

  • Directors must keep accessible records after dissolution. Destroying or losing records is itself an offence.

  • If there is any doubt about solvency, disputed debts, or director loan account balances, seek professional advice from a legal or insolvency specialist before attempting to close the company. Contact your team today if you need guidance on next steps.

This article was originally published in 2026 and reflects current Companies House rules and fees.

FAQs: Closing Companies on the Companies House Register

How long does it take for Companies House to strike off a company?

The typical timeframe from a valid strike off application to dissolution is around 3–4 months. This breaks down into a short processing period for the DS01 or online request, at least 2 months for the Gazette notice period, and then a final notice confirming the company is dissolved. Objections from outstanding creditors or HMRC, errors on the application form, or missing notifications to interested parties can extend this period significantly - sometimes by 6 months or more.

Do I still need to file a confirmation statement after sending form DS01?

Once Companies House has accepted a valid DS01 or online application, it normally stops chasing outstanding confirmation statements and accounts for that period. However, if the strike off is suspended or withdrawn, all filing obligations come back into force immediately, and late filing penalties may apply. You should still file final accounts and ensure your records are complete before applying.

Can I start a new company with the same name after my old company is dissolved?

It is generally possible to incorporate a new limited company with the same or similar company name once the original company is dissolved and no longer exists, provided no restrictions apply under insolvency or director disqualification rules. The new company will have a different company number and legal identity. Directors should consider trademark or "passing off" issues if the old name carries existing goodwill or is subject to disputes.

What happens to a dissolved company’s debts?

Company debts are not automatically written off when the company is struck off. Creditors may still apply to restore the company to the register to pursue the money owed. Directors are usually not personally liable for company debts under limited liability principles, but they can be held personally responsible in cases of wrongful trading, personal guarantees, or misuse of the strike off process to avoid paying what the company owes money to creditors.

Can a dissolved company still be taken to court?

Once a company is dissolved it cannot normally be sued because it no longer exists as a legal entity. However, a creditor or other party can ask the court to restore the company to the register and then bring legal proceedings. This is precisely why closing a company correctly - paying all known creditors, handling all tax liabilities, and following the Companies House dissolution process properly - matters so much. Cutting corners during the strike off process often creates problems that are far more expensive to fix later.

The content in this article is provided for informational purposes only and, to the best of ukstartupflow.com's knowledge, the information provided in this article is accurate and up-to-date at the time of publication. That said, ukstartupflow.com encourages readers to verify all information directly.