STRIKING OFF A COMPANY
Striking off a dissolving company refers to the dissolution procedure in England and Wales, where a company no longer has any “fixed property or liabilities”.
A limited liability company may be struck off the Register of Companies at its own request (under section 1000(1) of the companies act 2006), by an order made by the court on application by the registrar (section 1000(2)), or it may follow an offer to strike is off having been made to creditors under section 1001.
Once dissolved, a company ceases to be a separate legal entity and cannot remarry. It can however start up again as long as it is registered within 3 years after striking off.
What are the consequences of dissolving my UK Limited Company?
– Once dissolved, your limited liability company can no longer carry out business activities and will cease to exist. This means that you cannot use the same name again in respect of a limited liability company.
– You must also notify Companies House when you dissolve your company, so they can remove it from their public records.
– When your limited liability company is dissolved any assets/property left over will be passed on to the members (or shareholders) in proportion to their shareholding or according to an agreement made at the time of incorporation between members. No tax is payable on this distribution.
Can I still trade after dissolving my Limited Company?
There are certain situations where trading by a dissolved company may be possible, but only if the Registrar of Companies has consented to the dissolution. It is also possible for a company which has been dissolved and struck off to be re-registered by filing form AD01: application for restoration of registration, or AD02: application for restoration of cancelled registration (depending upon what the company was originally registered as).
How do I dissolve my Limited Company?
You can voluntarily dissolve your limited company in one simple step. There is no requirement to file any paperwork with Companies House, all you need to do is send an email or write letters containing the required information below;
- Date of Dissolution
- Name and Registered Office Address of Company
- Place where assets held by it will be dealt with
Please note that certain assets may have limited value once a company has been dissolved, for example any bank accounts that require a credit balance. The company’s members may however be liable for certain debts and liabilities incurred by the company before it was dissolved.
It is important to remember that dissolving your limited liability company does not mean you will not have any legal responsibilities relating to actions prior to the dissolution.
How do I revive my Limited Company?
A UK limited company which has been voluntarily or involuntarily dissolved under section 1000 of the Companies Act 2006 may be restored to the Register of Companies on application to Companies House where all of the following are satisfied;
– The restoration is applied for within 12 months from the date on which the company was struck off
– Restoration would be just and equitable
– No limited liability partnership has been formed to carry on the business of the dissolved company or that business is being carried on by some other person or partnership.
The restoration procedure only applies where a limited liability company has been dissolved by a court order but not struck off at its request. It does not apply to an administrative restoration of a name; it only exists to restore a limited liability company which is no longer in existence.
What do I need to revive my Limited Company?
An application for the revival must be made using form AD01: application for restoration of registration (if voluntary dissolution) or form AD02: application for restoration of cancelled registration (if involuntary dissolution).
Applicants are required to provide the following details;
– Company’s company number, name and registered office address
– Date of the order for dissolution if voluntary, or date of dissolution if involuntary.
The State in which your limited liability company is incorporated will determine whether you are required to file any additional documentation with us before we can revive your limited company. Please be sure to check as this may vary from state/country to country. In most cases a certified copy of the court order or other official records confirming that the limited company has been dissolved, e.g. photocopies of filing receipts from the relevant authorities should be sufficient proof for a non-UK application however a US Certificate of Good Standing is usually required a US based LLC is being revived.
An application for restoration must be made within 12 months of the date on which the limited liability company was dissolved. There is no fee required to submit an application for restoration or any other form provided that all information has been entered correctly. A new file number will be created upon application of the restoration / re-registration being successfully received by Companies House.
If your business has suffered from financial irregularities or legal disputes, you may not wish to wait until the 12 month period has lapsed before applying for revival. If this is the case, you are advised to seek independent legal advice regarding your options before doing so.
Need further help?
If you are unsure how this process works, or if you have any concerns about what your company’s future is likely to be, don’t hesitate to get in touch with the team today on +44 (0) 20 7060 5015 or email us @info@companyinsolvencyservices.com
