What does strike off mean?
Striking off, means the removal of a company´s name from the official Companies House register. The company name is then available to incorporate by a new company. A company may be struck off the register and dissolved if an application has been submitted to the Registrar or the Registrar concludes that it is not in operation.
Who can apply to have a company struck off the register?
A limited company can request to be dissolved providing that it meets all of the following requirements:
- Not traded within the last 3 months
- Not changed the company name within the last 3 months
- Is not subject to any legal proceedings, current or proposed
- Has not made a disposal for value of property or rights
If all of the criteria are met the company can complete a Striking Off application (form DSO1) to Companies House. A copy must also be sent to interested parties HM Revenue & Customs, employees, creditors, etc. within a week of submitting the application for example.
When the application has been accepted a notice will be placed in the relevant Gazette giving at least 3 months notice of the intent to remove the company. If an objection (see below) by an interested party is upheld the action to close the company will be suspended.
A company may be voluntarily closed, if it cannot pay its creditors or by order of the court on the petition of a creditor.
The Registrar may strike off a company for reasons such as if the business is neither in business nor in operation, 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. 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. The Registrar will take into account representations from the company and other interested parties such as creditors.
The Company Law Official Notifications Supplement to the London Gazette publishes weekly notices on microfiche. Copies are available from the company details page, please search here for a company.
Can anyone object to the company being struck off and dissolved?
Any interested party may 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.
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.