If you no longer need a limited company, Company Strike Off, also known as Dissolution, is a simple and inexpensive way to close it down. You can apply to Companies House to strike the business off the official register of companies. Once it has been struck off, it will cease to exist as a legal entity. However, Company Strike Off is not appropriate for every business. If your company has debts or significant retained profits, other closure methods will be more suitable.
There are several reasons why you might want to close a limited company. You could be ready to retire or want to move on to a new challenge, or the company may never have traded and now you’re ready to close it down. Whatever the reason, Company Strike Off allows you to bring an end to the company by following a simple online process and paying a small filing fee. You can also complete the paper form DS01 if you cannot apply online.
You can strike off or dissolve your limited company if it:
If your company meets the criteria, you can apply to Companies House to start the process. As long as all the information you provide is correct, a notice will be placed in the Edinburgh Gazette (for companies incorporated in Scotland) to inform interested parties of your intention to dissolve the company. If there are no objections within two months, a second Gazette notice will be published and the company will be struck off.
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The notice strike off is published in the Gazette to inform interested parties and give them the chance to object. The most common objectors are creditors like trade suppliers and HMRC. Other common third-party objections include:
If an objection is made and upheld by the registrar, the strike off will be suspended until you have resolved the issue.
You cannot use strike off to try and escape your debts. One of the main requirements for Company Strike Off is that your business is solvent and can repay all its creditors. If you try to dissolve a limited company with debts, your creditors will usually object to the strike off so they can take action to collect the money they are owed.
If there are no objections and you dissolve a company with debts, your creditors can still take action against you. They can apply to the court to restore the company to the register and claim the money they are owed. That will leave you in a very precarious position, as trying to strike off an insolvent company can lead to severe penalties, including fines and personal liability for the business’s debts.
If your company has debts it cannot repay, you will need to close the company through a formal insolvency process such as a Creditors’ Voluntary Liquidation (CVL).
Although Company Strike Off is inexpensive, it may not be the most cost-effective way to close your company. If your company is asset-rich or has substantial cash reserves, a Members’ Voluntary Liquidation (MVL) may be more cost-effective.
The main advantage of an MVL is that the profits you extract from the company are subject to capital gains tax rather than income tax or dividends tax. If you’re also eligible for Business Asset Disposal Relief, you’ll pay just 10% tax on qualifying assets.
As well as voluntary strike off - when a company director chooses to dissolve their company - Companies House can also forcibly dissolve a limited company. Known as compulsory strike off, it most commonly occurs when companies do not comply with Companies House regulations. That could be by repeatedly failing to file the company’s annual accounts or failing to notify Companies House of a change in address. Companies House must have grounds to believe the company has ceased trading before initiating the process.
The consequences of compulsory strike off can be serious. Contracts with suppliers and customers will be at risk and the company will find it very difficult to secure funding to resolve the situation as, legally speaking, the company no longer exists. Any assets you have not transferred away from the company before it is struck off will also become the property of the crown.
Are you unsure whether Company Strike Off is the right way to close your limited company or perhaps you have debts you’re struggling to repay? Contact our business debt advisers to arrange a free, no-obligation consultation. We’ll discuss the company closure methods available to you and guide you on the most suitable approach to take.
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Business Debts in ScotlandAdministration is an insolvency process that provides breathing space for companies struggling with debt, giving them the time needed to establish a plan going forwards. With several options potentially available at the end of administration, it’s an effective step for many businesses.
Find out MoreA Company Voluntary Arrangement (CVA) can help a company to escape debt by negotiating a formal payment plan with creditors allowing for reduced monthly repayments. Directors retain full control of their company during a CVA and the business is allowed to continue trading throughout.
Find out MoreCompulsory Liquidation is a formal insolvency procedure used to close down limited companies that cannot pay their debts.
Find out MoreWhen a limited company becomes insolvent, it’s important for directors to place the interests of creditors first and do all they can to minimise further losses. Creditors’ Voluntary Liquidation (CVL) is an insolvency process that allows this to happen, and ensures directors comply with strict insolvency laws.
Find out MoreA Debt Arrangement Scheme (DAS) lets you pay off your debt through a series of manageable instalments over a reasonable length of time.
Find out MoreMembers’ Voluntary Liquidation (MVL) allows you to close your business and extract the profits in a tax-efficient way. It’s a process that’s available to solvent limited companies, and requires you to make an official Declaration of Solvency prior to commencement.
Find out MoreSequestration is the Scottish version of bankruptcy and may be suitable for you if you do not have the money to pay back your debts
Find out MoreA Trust Deed involves making a monthly contribution to your debts for up to four years. After this time any remaining debt included in the Trust Deed will not need to be paid.
Find out MoreSharon McDougall
Manager
A Trust Deed can be a viable alternative to sequestration for individuals in Scotland with unmanageable and unsecured debts of over £5,000.
Getting out of debt is difficult enough at the best of times, but when you’re on a low income, it can feel like an uphill battle.
If you’ve decided it’s time to close your limited company, there are several different routes you can take. The most appropriate closure method will depend on whether your business is solvent (can...
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Sequestration is the Scottish version of bankruptcy and may be suitable for you if you do not have the money to pay back your debts
Find out MoreA Trust Deed involves making a monthly contribution to your debts for up to four years. After this time any remaining debt included in the Trust Deed will not need to be paid.
Find out MoreA Debt Arrangement Scheme (DAS) lets you pay off your debt through a series of manageable instalments over a reasonable length of time.
Find out MoreWhether you are a sole trader or a limited company director, we can help you work through your current financial problems including money owed to HMRC
Business Debts in ScotlandOur Insolvency Practitioners are regulated by ICAS or the IPA and our firm is authorised and regulated by the Financial Conduct Authority
We have FCA authorisation for advice relating to Debt Arrangement Schemes and we are regulated by the ICAS and IPA when giving advice as an insolvency practitioner leading to our appointment in formal insolvency proceedings
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