What happens when a UK company is struck off

A company exists because Companies House registered it. The register is the act of recognition. When Companies House strikes a company off the register, the company stops existing. Lawyers call this dissolution. The company has no remaining legal capacity: it cannot own anything, owe anything, sue anyone, or be sued. Anyone who deals with it after dissolution is dealing with a shell that has no legal identity.

The Companies Act 2006 provides two routes to strike-off, in sections 1000 to 1034:

• Voluntary strike-off under section 1003. The directors apply on form DS01. Used when a company has finished trading and the directors want to close it without paying the cost of a formal liquidation.
• Compulsory strike-off under section 1000. Companies House initiates the process when it has reason to believe the company is no longer carrying on business or in operation. The usual trigger is missed filings: an accounts default, a confirmation statement default, or returned mail to the registered office.

The end state is the same in both cases. Two Gazette notices are published, a clear two months apart. If no objection arrives between them, the company is struck off and dissolved on the date stated in the second notice.

A company can apply to be struck off if it has not, in the previous three months:

• traded or otherwise carried on business;
• changed its name;
• disposed of property or rights for value (other than disposals made in the ordinary course of winding down: selling off the last few items of stock is fine; selling the freehold of the office is not);
• engaged in any other activity, except activity necessary or incidental to the strike-off itself (filing the final return, settling the bank account, paying off the accountant).

The company also must not be the subject of any insolvency proceedings (administration, liquidation, CVA, or a winding-up petition) or any current Companies Act proceedings. If it is, those have to be concluded first.

The application is made on form DS01, signed by a majority of the directors, and filed with Companies House together with the £33 fee (£44 if filed on paper). Within seven days, copies of the application must be sent under section 1004 to every party that has a legal interest in being told:

• every member (shareholder);
• every creditor (including HMRC for any unpaid tax);
• every employee;
• every manager or trustee of any employee pension fund;
• any director who did not sign the application form.

Failure to notify these parties is a criminal offence. It is also one of the most common reasons a voluntary strike-off fails: a creditor (often HMRC) who was not notified will object as soon as the first Gazette notice appears, and the strike-off is suspended.

Companies House can strike a company off on its own initiative under section 1000 of the Companies Act 2006. The trigger is a reasonable belief that the company is "not carrying on business or in operation". The signal is usually administrative neglect, not direct evidence of insolvency:

• accounts overdue by several months and no response to reminders;
• confirmation statement overdue and no response to reminders;
• letters returned from the registered office address;
• resignation of the company's last director with no replacement appointed.

The process starts with the registrar writing to the company at its registered office (and to the directors at their service addresses) asking whether the company is still trading. If no satisfactory response is received within fourteen days, a second letter goes out warning that strike-off will follow. If that letter is also ignored, the registrar publishes a first notice in the relevant Gazette stating the intention to strike off, and the two-month clock starts.

Compulsory strike-off is suspended the moment the underlying default is cured. A company with overdue accounts can usually rescue itself by filing those accounts and paying the late-filing penalty. The strike-off is also suspended by any objection received during the two-month notice period.

Anything still in the company's name on the date of dissolution passes to the Crown under the doctrine of bona vacantia, Latin for "ownerless goods". This is automatic. The directors and shareholders cannot agree among themselves to keep something out of it; once the company is dissolved, it has no capacity to hold anything, so by operation of law the assets pass.

The administering body depends on where the company's registered office is:

• England and Wales (excluding Lancashire and Cornwall): the Bona Vacantia Division of the Government Legal Department.
• Lancashire: the Duchy of Lancaster.
• Cornwall: the Duchy of Cornwall.
• Scotland: the King's and Lord Treasurer's Remembrancer (KLTR).
• Northern Ireland: the Crown Solicitor's Office.

The assets caught include cash balances in bank accounts, freehold and leasehold land, vehicles, equipment, stock, intellectual property, registered trademarks, domain names, and any debts owed to the company. The Bona Vacantia Division can disclaim assets it considers onerous (a contaminated site, a lease with continuing obligations). Disclaimed assets do not return to the company; they become ownerless in a different way, which can cause practical problems for neighbouring landowners or counterparties.

The bank account specifically: once the bank is on notice that the company has been dissolved (Companies House notifies the bank, and the bank's own AML monitoring catches it), the account is frozen. The balance passes to the Crown. The bank cannot return the money to the former directors no matter how they ask. Recovering the cash requires either administrative restoration of the company (after which the bank releases the balance back into the restored company), or a discretionary payment from the Bona Vacantia Division: slower, fee-bearing, and not guaranteed.

Strike-off is not a finding against the directors. There is no entry on the disqualification register, no automatic personal liability, no record on the director's own Companies House profile beyond the fact that the company has been dissolved.

Personal liability can still arise from the surrounding conduct:

• Trading after dissolution. The company no longer exists. Anyone who continues to invoice, sign contracts, or take payment in its name after the dissolution date is personally on the hook for the transactions, because there is no company behind them.
• Personal guarantees. A director who signed a personal guarantee on (for example) a commercial lease, an asset-finance agreement, or a supplier account remains personally liable for that debt after the company is dissolved. The dissolution of the company does not extinguish the guarantee.
• Failure to notify creditors. Not sending the section 1004 copies to creditors and HMRC is a criminal offence punishable by fine. It is also, in practice, the route by which most failed strike-offs come unstuck.
• Trading wrongfully before strike-off. If the directors knew the company was insolvent and used voluntary strike-off as a way to walk away from creditors rather than going through liquidation, an objecting creditor can ask the Insolvency Service to investigate. A subsequent restoration plus winding-up petition can lead to wrongful trading or misfeasance claims under sections 212 and 214 of the Insolvency Act 1986.

For a director who simply ran out of work and wants to close a dormant company cleanly, voluntary strike-off is the cheapest exit. For a director closing a company with unpaid debts, it is the wrong route. A members' voluntary liquidation (if solvent) or a creditors' voluntary liquidation (if insolvent) gives a defensible, audit-trailed wind-down. Strike-off in the same circumstances looks like avoidance.

A creditor who is owed money by a company facing strike-off has two interventions available: object during the two-month notice window, or restore the company after dissolution.

Objecting is the cheaper and easier option, but it requires you to spot the Gazette notice in time. Either monitor the Companies House page on the company in question, or use a service that monitors it for you. The objection itself goes to Companies House by email to enquiries@companieshouse.gov.uk, citing the company name and number, the grounds for objection, and supporting evidence: an unpaid invoice, a county court judgment, a winding-up petition, correspondence showing an undisputed debt. A successful objection is logged for six months (renewable on application) and suspends the strike-off for that period.

Restoration is the route once the company has already been dissolved. Two paths:

• Administrative restoration under section 1024. Available within six years of dissolution. The applicant must be a former director or member. The company must have been carrying on business at the date of strike-off (so this route does not work where the original strike-off was voluntary). Used most often by directors who want a struck-off company back to recover a forgotten asset or to settle a tax matter.
• Court restoration under section 1029. Available to anyone, including creditors. The application goes to the High Court (in England and Wales) or the equivalent in Scotland and Northern Ireland. Time limit is six years for most claims, extended to twenty years for personal injury claims. The court considers whether restoration would be just. A creditor restoration is usually followed immediately by a winding-up petition, putting the company into compulsory liquidation so a liquidator can investigate and gather assets.

A restored company is treated, for all legal purposes, as if it had never been dissolved. Contracts come back to life. The bank balance is released. Assets that passed to the Crown can be recovered (the Bona Vacantia Division usually returns them on restoration, though there can be administrative cost). Any wrongdoing that came to light during the period of dissolution can now be pursued.

What are the consequences of a company being struck off?

The company ceases to exist as a legal person. It cannot trade, sue, or be sued. Bank accounts are frozen and the cash inside passes to the Crown as bona vacantia. Contracts, leases, and licences in the company's name terminate. Any remaining assets (including intellectual property, vehicles, and stock) also pass to the Crown. Directors lose the protection of limited liability for any debts incurred after dissolution if they continue trading in the company's name.

Do I need to tell HMRC if I strike off a company?

Yes. The voluntary strike-off procedure under section 1004 of the Companies Act 2006 requires directors to notify HMRC within seven days of sending form DS01. HMRC is a notice-recipient by default. Failing to notify is a criminal offence and a common reason HMRC objects to strike-off (which suspends the application). File final corporation tax, PAYE, and VAT returns and clear any outstanding liability before sending DS01.

How long does it take for a company to be struck off?

From application to dissolution is typically three to four months. Companies House publishes a first notice in the relevant Gazette (London, Edinburgh, or Belfast) shortly after receiving form DS01. After at least two months from that notice, and provided no objection has been received, Companies House publishes a second notice confirming the company has been struck off and is dissolved. The dissolution takes effect on the date stated in the second notice.

What happens to directors when a company is struck off?

Strike-off is not a finding against the directors. They are not personally disqualified, and there is no automatic entry on any director conduct register. Personal liability does not arise from the strike-off itself. It can arise if the directors continued to trade in the company's name after dissolution, gave personal guarantees that survive the company, or were found to have committed offences (such as failing to notify creditors of the application, or trading wrongfully in the run-up to insolvency).

Can a struck-off company be restored?

Yes. Administrative restoration is available within six years under section 1024 of the Companies Act 2006 where the company was struck off because Companies House believed it was not carrying on business, and a former director or member applies. Court restoration under section 1029 is the alternative route for everyone else (including creditors), available within six years for most claims and up to twenty years where the claim is for personal injury. A restored company is treated as if it had never been dissolved.

What happens to the company's bank account on strike-off?

The account is frozen on the day of dissolution. The bank can no longer act on the directors' instructions, because the company that gave them their authority no longer exists. The balance passes to the Crown as bona vacantia. Reclaiming it requires either company restoration (after which the bank can release the funds back to the company) or a discretionary payment from the Bona Vacantia Division of the Government Legal Department, which is not guaranteed and carries a fee.

How do I object to a strike-off?

Anyone with a reason can object: most commonly a creditor, HMRC, or a court with pending proceedings against the company. The objection goes to Companies House by email to enquiries@companieshouse.gov.uk citing the company name and number, the grounds, and any supporting evidence (an unpaid invoice, a county court judgment, a winding-up petition). A successful objection suspends the strike-off, usually for a renewable period. Strike-off proceeds only if the objection lapses without renewal.

Is strike-off the same as dissolution?

Strike-off is the procedure; dissolution is the result. The company is struck off the register, and on the date stated in the second Gazette notice, the company is dissolved. From that moment it ceases to exist. The two words are often used interchangeably in everyday speech and on Companies House records, but the distinction matters when reading the statute.