Complete Process of Company Strike Off: What You Need to Know

The company strike off process lets the directors of a solvent company that has stopped trading close it simply and cheaply. Done properly, it ends the company's filing obligations and removes it from the register for good. Done badly, it can leave debts unpaid, assets lost to the Crown and directors open to objections or investigation. This guide takes you through the complete company strike off process, from preparing the company to the final dissolution notice, with the timings at each stage.

Before you start: is strike off right for you?

Voluntary strike off is for companies that are solvent and have no further use. In the three months before applying, the company must not have traded, changed its name, sold property or rights outside normal trading, or done anything except close down its affairs. It must not be in, or proposing, an insolvency procedure. If you are not sure whether strike off or liquidation suits your situation, start with our guide on when and why to strike off a company.

Stage 1: Prepare the company (at least three months)

The first stage of the company strike off process is the longest, because you need to wind down everything the company does:

1. Stop trading. Finish or hand over work, and tell customers and suppliers the company is closing.
2. Collect money owed to the company.
3. Pay all creditors, including suppliers, landlords, lenders and HMRC. Any creditor left unpaid can object.
4. Deal with employees. Pay final wages and holiday pay, issue P45s, handle any redundancy pay, and close the payroll.
5. Close tax registrations. Close the PAYE scheme and deregister for VAT if registered.
6. File final accounts and a final Company Tax Return covering the period to the date trading stopped, and pay any Corporation Tax due.
7. Sell or transfer assets the company still owns, such as equipment, vehicles or domain names.
8. Distribute remaining cash to shareholders, keeping in mind that distributions over £25,000 in total are taxed as a dividend.
9. Cancel contracts and subscriptions in the company's name.
10. Close the bank account, or leave it empty with enough to pay the fee.

Anything the company still owns when it is dissolved, including money in a bank account, passes to the Crown. Getting it back is difficult, so empty the company before applying.

Stage 2: Check your filings are up to date

Companies House may not accept, or may suspend, an application from a company with overdue accounts or confirmation statements. Before applying, make sure every filing is up to date. HMRC can also object if returns are outstanding, so check your business tax account for anything still due.

Stage 3: Apply using form DS01

The company strike off process formally starts when you file form DS01, "striking off application by a company". You can file online or on paper:

• Fee: £13 online, £18 on paper.
• Who signs: the sole director, or a majority of the directors if there are more than two.
• Online filing needs the company's authentication code, which Companies House posts to the registered office.

The application includes a declaration that the company meets the conditions for strike off. Making a false declaration is an offence.

Stage 4: Send copies within seven days

Within seven days of filing DS01, you must send a copy of the application to everyone with an interest in the company, including:

• shareholders
• creditors, including HMRC and any contingent creditors
• employees
• managers or trustees of any employee pension fund
• any director who did not sign the application

If someone becomes an interested party after you apply, for example a new creditor, they must also be sent a copy within seven days. Failing to send copies is an offence and can be a reason for the company to be restored later.

Stage 5: The first Gazette notice

Companies House checks the application and publishes a notice in The Gazette, the UK's official public record, saying that the company will be struck off unless there is a reason not to. This usually happens within a couple of weeks of filing.

From the date of the notice, there is a period of at least two months for anyone to object.

Stage 6: Objections

During those two months, anyone with a good reason can object. Common reasons include:

• an unpaid debt
• outstanding tax returns or tax owed to HMRC
• a legal claim against the company
• a false statement in the application
• the company having traded in the last three months

If the objection is accepted, the strike off is suspended, usually for a set period, while the problem is sorted out. If you have settled everything properly in stage 1, objections are rare.

Withdrawing the application

If circumstances change, for example the company starts trading again or an insolvency process becomes necessary, you must withdraw the application using form DS02. This is free. Directors are legally required to withdraw if the company no longer meets the conditions.

Stage 7: Dissolution

If there are no objections, Companies House strikes the company off the register at the end of the notice period and publishes a second notice in The Gazette. On that date the company is dissolved and no longer exists.

An example: closing a consultancy company

A sole director runs an IT consultancy through her limited company and accepts a permanent job starting in January. Here is how the company strike off process might run:

• December: she finishes her last contract and invoices the client. Trading stops on 31 December.
• January: the client pays. She pays the accountant's final bill, cancels software subscriptions and closes the PAYE scheme after the last salary.
• February: final accounts and a Company Tax Return are prepared to 31 December, and the Corporation Tax is paid. She deregisters for VAT and files the final VAT return.
• March: with everything paid, £18,000 is left. Because the total is under £25,000, it is distributed to her as a capital distribution. The bank account is closed.
• Early April: more than three months after trading stopped, she files DS01 online, pays £13 and sends a copy to HMRC, which commonly checks that all returns are in, and keeps one as the shareholder.
• Mid April: the first Gazette notice is published.
• Late June: with no objections, the company is struck off and dissolved.

She keeps the company's records for six years and reports the capital distribution on her own Self Assessment return.

Timeline at a glance

• Month 0: stop trading and begin winding down.
• Months 0 to 3: pay debts, file final returns, distribute assets, close accounts.
• Month 3 or later: file DS01 and send copies within seven days.
• About two weeks later: first Gazette notice.
• At least two months later: struck off and dissolved, with a second Gazette notice.

From filing DS01, the company strike off process typically takes around three months if nobody objects.

After dissolution

Once dissolved, the company cannot trade, own property, sue or be sued. A few things carry on:

• Records: keep the company's books and records for at least six years in case HMRC or anyone else has questions. Directors can still be asked about the company's affairs.
• Director responsibilities: directors can still be held responsible for wrongdoing before dissolution, such as unpaid debts hidden from creditors.
• Restoration: a dissolved company can sometimes be restored to the register, for example if an asset was left behind or a creditor was missed. Court restoration after voluntary strike off is usually possible for up to six years.

Do you need an accountant?

Not legally. Many directors handle the DS01 themselves. Where an accountant helps most is in stage 1: getting the final accounts and tax return right, timing the final distribution, closing PAYE and VAT cleanly, and making sure nothing is left that could lead to an objection or a restoration claim later.

Common mistakes in the company strike off process

• Applying too soon after the last trading activity, before three months have passed.
• Leaving money in the bank, which then belongs to the Crown.
• Forgetting HMRC as a creditor, or leaving a final tax return unfiled.
• Not sending copies to all interested parties within seven days.
• Using strike off to avoid debts, which can lead to objections, restoration and director disqualification.
• Forgetting the domain name or intellectual property, which become ownerless if left in the company.

Company strike off process: checklist

• Stop trading and wait at least three months.
• Pay every debt and file every return.
• Empty the company of cash and assets.
• File DS01 with the £13 fee and the right signatures.
• Send copies to all interested parties within seven days.
• Withdraw with DS02 if anything changes.
• Keep records for six years after dissolution.

Companies House guidance is on GOV.UK: strike off your limited company from the register.

Let us manage your strike off

We handle the company strike off process from start to finish: final accounts and tax return, closing PAYE and VAT, preparing and filing the DS01, and making sure every interested party is notified. See our company strike off service.