Strike-off and dissolution

When a voluntary application is available

The company must satisfy the Companies Act eligibility conditions. Restrictions relate to recent trading and other activity, name changes and certain disposals, and to insolvency proceedings or proposed arrangements. Activities needed to close affairs are treated differently from continuing ordinary trade.

A majority of directors must support the application. The business must first deal properly with its tax, employees, contracts, assets and liabilities. Strike-off is not an alternative to a collective insolvency process where that process is required.

People affected must be told

The statutory notification duties extend beyond the directors who sign. They include relevant members, creditors, employees and pension trustees or managers. The Companies House guidance explains who must receive a copy and the short time limits.

These are continuing duties while the application is pending. New affected parties may also need notice. If the company becomes ineligible or changes its decision, the application must be withdrawn as required. Keeping evidence of notifications helps establish what actually happened.

Notices and objections

Companies House publishes the proposed strike-off in the relevant Gazette. An affected person can raise a supported objection through the official process. A proposed notice is not the same as the final dissolution notice.

A creditor should monitor the register, identify the precise company and provide evidence promptly. An objection may delay removal but does not itself obtain judgment, establish priority or guarantee recovery. Separate enforcement or insolvency proceedings may need consideration.

What dissolution does to remaining assets

On dissolution the company ceases to exist. Assets still held by it may pass as ownerless property to the Crown or another entitled body. Bank accounts, refunds, intellectual property and domain names should therefore be addressed before closure.

Restoration can be available through an administrative or court route depending on the circumstances, with conditions and time limits. Dissolution should not be described as automatically extinguishing every debt or guarantee, and restoration is not an assured quick solution to a lost asset.

The Northern Ireland framework

Companies House administers company strike-off under the UK Companies Act, with notices in the Belfast Gazette for a Northern Ireland company. An objection and any restoration must use the applicable official procedure.

This administrative process does not administer debts under the Northern Ireland insolvency framework. Remaining assets, guarantees and the rights of unpaid creditors cannot be resolved solely by removing a name from the register.

The process, at a glance

1. Close affairs and check eligibility. Deal with liabilities and assets and assess the statutory restrictions.Process stage — practical timing varies
2. Apply and notify affected parties. The supported application and statutory notifications have distinct requirements and deadlines.Statutory milestone — check its trigger and exceptions
3. Registrar publishes a proposed notice. The relevant Gazette notice gives an opportunity for objections. Publication does not mean dissolution.Statutory milestone — check its trigger and exceptions
4. Address objections or changed circumstances. Provide evidence, resolve issues or withdraw when the eligibility conditions are no longer met.Process stage — practical timing varies
5. Final notice records dissolution. The company ceases to exist and any remaining company assets may pass as ownerless property.Statutory milestone — check its trigger and exceptions