How to Dissolve a Company: The Voluntary Strike Off Guide

What voluntary strike off actually means

Voluntary strike off, sometimes called voluntary dissolution, is the process of applying to have your company's name removed from the Companies House register. Once the company is struck off it is dissolved and no longer legally exists. Under the Companies Act 2006, a company may apply to be struck off, and the registrar must publish notice of the intended strike off in The Gazette before removing it from the register.

It is worth being clear about who this route is for. GOV.UK gives two ways to close a solvent company that can pay its bills: you can apply to get the company struck off the Companies Register, or you can start a members' voluntary liquidation. Striking off the company is usually the cheapest way to close it. If your company cannot pay its debts, strike off is generally not the appropriate route, and you should look at options such as a creditors' voluntary liquidation instead.

Dissolution is not a way to walk away from problems. Even after the company is dissolved, the liability of every director, managing officer and member of the company continues and may be enforced as if the company had not been dissolved. Striking off simply closes down a company that has finished its affairs cleanly.

The conditions you must meet

You cannot apply to strike off just because you have stopped using the company. The Companies Act 2006 sets out activities that block an application. In particular, you cannot apply if, in the previous three months, the company has traded or otherwise carried on business, changed its name, or disposed of property or rights for value beyond what is needed to make the strike off application, settle affairs, or comply with a statutory requirement.

There are also insolvency and creditor barriers. You cannot apply for strike off if the company is subject to insolvency proceedings such as liquidation, or if there is a compromise or arrangement between the company and its creditors or members, for example a company voluntary arrangement, that has not been fully concluded. If any of these apply, you must resolve them before you can dissolve a company by this route.

Making a prohibited application is an offence. Before you file, work through the conditions in the table below and confirm that none of them stand in your way. If you are unsure whether recent activity counts as trading, it is safer to wait out the three month period than to risk a rejected or unlawful application.

Close the company down properly first

Before you apply, GOV.UK expects you to close the business down legally. That means dealing with staff, tax and assets in the right order. If you have employees, you must follow the redundancy rules and pay their final wages or salary, and you must tell HMRC that the company has stopped employing people.

You should distribute any business assets among the shareholders, prepare final accounts and a Company Tax Return and file them with HMRC, and pay any Corporation Tax and other outstanding liabilities. You also need to keep business records, such as bank statements and staff records, for seven years after the company is struck off.

Dealing with assets before you apply is not just good housekeeping. Any property, cash or other assets still owned by the company when it is dissolved automatically pass to the Crown as bona vacantia, and it is the responsibility of the directors and shareholders to deal with the property and assets of a company before it is dissolved. This point is important enough to have its own section below.

How to apply with form DS01

The application itself is made on Companies House form DS01. The form must be signed or authorised by a majority of the company's directors. If there is only one director, that director applies; if there are two, both apply; and if there are more, a majority is enough.

You can apply online or on paper, and the fee differs. An online application costs £13 and you can pay the fee using a debit or credit card. A paper DS01 form costs £18 and you can only pay by cheque or postal order. You cannot pay using a cheque from an account that belongs to the company you are striking off, so use personal funds or another company's account.

Once Companies House accepts the application, it publishes a notice of the proposed strike off in the relevant Gazette. This starts a public objection period. The steps below summarise the core sequence from filing to dissolution.

Who you must tell within 7 days

One of the most commonly missed obligations is the duty to notify affected parties. Within seven days of sending the application, you must give a copy to everyone who could be affected. Under the Companies Act 2006, this includes members (usually the shareholders), creditors, employees, any director who did not sign the application, and the managers or trustees of any employee pension fund.

The duty is ongoing. If someone becomes a member, creditor, employee, director, or pension fund manager or trustee after you apply, you must give them a copy within seven days of that happening, right up until the application is dealt with. Creditors here should be read broadly and can include banks, suppliers, former employees, landlords, HMRC and the Department for Work and Pensions.

This is not optional paperwork. If you do not follow the rules on who you must tell, you can face a fine and possible prosecution. In the most serious cases, such as deliberately concealing the application from a creditor, the penalty can be a maximum of a seven year prison sentence. Treat the notification list as a compliance checklist and keep evidence that you sent each copy.

The Gazette notice, objections and dissolution

After Companies House accepts your DS01, it advertises the proposed strike off in The Gazette. The company will be struck off not less than two months after the notice is published, which gives interested parties a window to object. Anyone with grounds, most often an unpaid creditor, can object during this period.

Objections must reach Companies House in good time. An objection needs to arrive at least two weeks before the intended strike off date to be taken into account. If a valid objection is made, the strike off can be suspended while it is resolved, which is another reason to settle debts before applying rather than relying on the process to close cleanly.

If no objection succeeds, Companies House publishes a final notice, strikes the company off the register, and the company is dissolved. From that point the company no longer exists. Because the timeline depends on the two month Gazette period plus processing, most straightforward strike offs take several months from application to dissolution.

Strike off versus members' voluntary liquidation

Strike off is not the only way to close a solvent company, and it is not always the best one. GOV.UK offers two routes for a company that can pay its bills: applying to get the company struck off, or starting a members' voluntary liquidation. Striking off is usually the cheapest way to close a company, which makes it the default for a small company with little left inside it.

A members' voluntary liquidation, or MVL, is a formal solvent liquidation carried out by a licensed insolvency practitioner acting as liquidator. It is generally used where the company still holds significant funds or assets, because it provides a structured, legally robust way to realise assets and distribute them to shareholders. It costs more and involves professional oversight, but it gives certainty that the company's affairs have been wound up correctly.

The practical dividing line is the value left in the company and how you want to extract it. If the company is empty and simply needs to be closed, strike off is efficient. If there is meaningful cash or assets to distribute, take advice on whether an MVL is more appropriate before you decide how to dissolve a company. The table below sets out the headline differences.

The bona vacantia trap: do not leave assets behind

The single biggest mistake when you dissolve a company is leaving assets inside it. Property, cash and any other assets owned by a company when it is dissolved automatically pass to the Crown, in a process legally known as bona vacantia, meaning ownerless property. This happens by operation of law once the company no longer exists.

There is no automatic safety net. It is the responsibility of the directors and shareholders to deal with the property and assets of a company before it is dissolved, and the role of the government's legal team is not to correct mistakes or negligence. A company bank account left with a balance, or a property still held in the company name, is exactly the kind of asset that can be lost this way.

Recovering an asset after dissolution is difficult and expensive: you would generally need to restore the company to the register or buy the asset back at open market value. Liabilities are treated differently and are normally extinguished on dissolution rather than passing to the Crown, but that is no comfort if you have left value behind. Empty the company of everything of value, including closing the bank account, before you submit form DS01.

Conclusion

Voluntary strike off is a clean and low cost way to dissolve a company that is solvent, has stopped trading, and has no unresolved insolvency or creditor arrangements. The mechanics are simple: confirm you meet the conditions, close the business down properly, file form DS01 signed by a majority of directors, pay £13 online or £18 by post, and notify every affected party within seven days. Companies House then advertises the strike off in The Gazette and dissolves the company if no valid objection is made in the two month window.

The pitfalls are just as important as the process. Do not apply if you have traded in the last three months, do not skip the seven day notification duty, and never leave cash, property or other assets in the company, because they will pass to the Crown as bona vacantia. If the company still holds significant value, take advice on whether a members' voluntary liquidation is the better route. If you are planning your next venture rather than winding one up, you can get started with Nasara Connect or talk to our team about the right structure from the outset.

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