How to strike off and dissolve your limited company

In this article, we look at the processes involved in closing down your limited company permanently—to have it struck off the Companies House register and dissolved.

These steps apply to the dissolution of a solvent-limited company, which is is relatively simple and inexpensive process.

Before you read on, you should be aware that you must disperse any remaining company assets before the strike-off occurs. Otherwise, they will be passed to the crown.

Alternatives to striking off your company

  • If you’re not sure that dissolution is the answer and intend to use your company again in the future, you can choose to keep it dormant instead of shutting it down.
  • If you have significant cash in your company (typically over £25,000), you might be better off applying for a Members’ Voluntary Arrangement (MVA).
  • If your company has failed and cannot settle its debts, you should seek professional advice and explore the option of insolvency instead.

How to strike off your limited company

Tell all interested parties of your decision to dissolve the company

Tell any relevant contacts and clients that you are going to shut down your company. If your company has any creditors or other shareholders, you must warn them in case they object to the company being struck off.

Pay off any outstanding debts

Assuming your company is solvent, it must settle any outstanding debts. There will usually be tax liabilities too – see below.

Cancel your VAT registration

Cancel your limited company’s VAT registration (if applicable). You can do this online if you have a Government Gateway ID. Or you can fill in Form VAT 7.

Run the final company payroll

Run the company’s final payroll for its staff and directors. You can do this via payroll software such as FreeAgent as a Full Payment Submission or Employer Payment Summary.

Issue all employees with a P45

Generate a P45 for all employees and directors on their last day. You can usually create a P45 via your payroll software.

Submit your final accounts and tax return to HMRC

Your accountant should prepare and submit the company’s final accounts and tax return to HMRC.

This step might occur a few months after trading has ceased to allow you to reconcile any final transactions. You do not have to submit final accounts to Companies House.

Pay your company’s Corporation Tax liability

Pay the company’s final Corporation Tax bill. You have nine months to do this. Don’t forget that the company cannot be shut down until all tax liabilities have been settled.

Distribute any remaining assets to shareholders

After all expenses and tax liabilities have been settled, any money left in the company should be distributed to shareholders. This will usually be via a final dividend. Make sure you seek advice from your accountant before doing this.

Shut down the company bank account

After you have paid off any liabilities and distributed any remaining assets to shareholders, inform your bank that you want to close down the company bank account.

Start the Companies House dissolution process

Once you have completed these administrative tasks, you can apply to Companies House to have the company struck off and dissolved.

The company must not have traded for three months before you apply and not changed its name within three months.

A director submits Form DS01 (Application for striking off) and pays a £10 fee. If there are multiple directors, at least half must sign the application.

Inform interested parties about the dissolution

Within seven days of submitting Form DS01, you must inform all of your shareholders, any creditors, employees, and directors who did not sign the form.

Intention to strike off published in the Gazette

Assuming you have completed the form correctly, the registrar will publish a notice of its intention to dissolve the company in the relevant Gazette (London, Edinburgh or Belfast).

The company is dissolved

If no interested parties object, the company will be dissolved three months after the notice was published in the Gazette.

A further notice will then be published confirming the dissolution.

Further Information

For further information, refer to this comprehensive Companies House guide to Company Strike Off, Dissolution and Restoration.

You should seek professional advice before shutting down your company for obvious reasons.

Partner Contractor Accountants

Last updated: 20th March 2024