Limited company dissolution
Let Your Company Formations handle the complex dissolution of company procedure on your behalf.
Company dissolution procedure – summary
From shareholders deciding they wish to retire to the assets and goodwill of a company being sold to a new owner (as opposed to a share sale), there are many reasons why business owners choose to dissolve a company.
Voluntary dissolution, sometimes called striking a company off or winding a company up, is a slow process that can be taken by any business as long as it has not, in the previous three months:
- carried out its normal business activities
- changed its name
- carried out any activity not related to the winding up of the business. Activities which do not obstruct an application to dissolve a company include selling property or rights that a company needed when it traded and settling its debts
- been threatened by creditors with liquidation
- entered into a credit agreement like a company voluntary arrangement
- been the subject of any legal proceedings
If any of these situations apply to your business,Companies House will require you to file for voluntary liquidation to close operations instead of filing for company dissolution.
For help and advice on company dissolution, please callus on +44 (0) 207 689 7888 or email us at info@yourcompanyformations.co.uk
Company dissolution service UK – our service
Completion and submission of DS01 form and payment of the fee to Companies House
Companies House require a payment of £10 and the completion and submission of form DS01 to start the company dissolution process. We make this payment on your behalf when you use our service.
Completion of board minutes documentation
Our legal experts write up the minutes of a board meeting showing that a vote has been passed to dissolve the company. You will need to hold onto these records as well as others (detailed below).
FAQs
We gathered all questions you may have about our company, process, packages and pricing.
A straightforward voluntary strike-off is the fastest route, typically taking 2 to 3 months from the date you file the application (Form DS01). This includes a mandatory two-month period where notice is published in The Gazette, allowing any interested parties to object. Liquidation processes are much longer, often taking 6 to 12 months or more.
During dissolution, your legal duty shifts entirely to the company's creditors, requiring you to settle all outstanding liabilities before any assets are distributed to shareholders. You must notify Companies House, HMRC, all shareholders, and creditors of the company's impending dissolution. This process includes filing the company's final statutory accounts and Company Tax Return with HMRC. Only after all creditors receive payment can you distribute any remaining company assets to shareholders according to their entitlements. Finally, you must file Form DS01 with Companies House to formally request the company's removal from the register.
You cannot use the strike-off process to evade tax debts. HMRC is a creditor and will object to the dissolution, preventing the company from being closed. You must settle all tax liabilities before applying. If the company cannot afford to pay, you will need to enter a formal insolvency procedure like a Creditors' Voluntary Liquidation (CVL).
You must pay off all creditors before applying for a voluntary strike-off. If you apply to dissolve a company with outstanding debts, creditors can (and likely will) object to the application, and Companies House will suspend the process. Attempting to do so can also be viewed as an offence.
If you loaned money to the company, you are considered a creditor. The loan should be repaid to you from company funds before it is closed, provided all other external creditors have been paid first. If the company is insolvent, it is unlikely you will recover your loan.
If your company has employees, you must follow the correct legal procedures for redundancy before you can close the business. This includes paying their final wages, holiday pay, and any redundancy pay they are entitled to. You must also close your company's PAYE scheme with HMRC. Failure to follow employment law can lead to legal claims against the director.
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