Closing a company

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Section 1004 and section 1005 of the Companies Act 2006 set out the circumstances in which the company may not apply to be struck off. You can close down your limited company but only if it:

  • hasn’t traded or sold off any stock in the last 3 months
  • hasn’t changed names in the last 3 months
  • isn’t threatened with liquidation
  • has no agreements with creditors, e.g, a Company Voluntary Arrangement (CVA)
  • a proposed subject of a section 895 scheme (that is a compromise or arrangement between a company and its creditors or members)
  • hasn't bearer shares in issues

When you apply to 'strike off' your company, you have certain responsibilities to close down your business properly.

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Who you must tell

Once you fill in an application to strike off your company, you should send a copy to those who could be affected. This includes:

  • members (usually the shareholders)
  • creditors
  • employees
  • managers or trustees of any employee pension fund
  • any directors who didn’t sign the application form

Please note: If you don’t follow the rules on who you must tell, you can face a fine and possible prosecution.


If your company employs staff, you must:

  • follow the rules if you make staff redundant
  • pay their final wages or salary

PAYE and National Insurance (NI)

You’ll need to tell HMRC that your company has stopped employing people.

Business assets

You should make sure that any business assets are shared among the shareholders before the company is struck off.

Anything that’s left will go to the Crown - you’ll have to restore the company to get anything back.

Final accounts

If you've  never traded since incorporation, you are not required to send tax returns or statutory accounts. If you were previously trading, you must send final statutory accounts to and a company tax return.

  1. Prepare your final accounts and company tax return.
  2. File your accounts and company tax return to HMRC, stating that these are the final trading accounts and that the company will soon be dissolved.
  3. Pay all Corporation Tax and any other outstanding tax liabilities.

If you need further advice on the above, contact HMRC on  0300 200 3300 or +44 135 535 9022 if calling outside the UK.

Your account with us

When applying to strike off your company, you must:

  1. Disable the auto-renew service from your account (if applicable).
  2. Remove any debit or credit cards stored on your account.

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Apply to close down your company

To apply to strike off your limited company, you must send Companies House a DS01 form. We can file the DS01 form on your behalf through our Company Dissolution service. Alternatively, you can close down your company via Companies House.
The form must be signed by a majority of the company’s directors.

What happens next?
Once Companies House receive the DS01 form, they'll  publish a notice in your local Gazette
If nobody objects, Companies House will strike off the company from the register. A second notice will be published in the Gazette - this will mean the company won’t legally exist anymore (it will have been ‘dissolved’). The whole process can take up to 3 months.

Restoring a dissolved company
You can apply to restore your dissolved company if you meet the criteria (a fee is applicable). Further information can be found at Companies House.

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