1. Can the Registrar strike off a company?

Yes, if it is neither in business nor in operation. The Registrar may take this view if, for example:

• documents have not been received from a company that should have sent them to the Registrar; or
• mail the Registrar has sent to a company’s registered office is returned undelivered.

Before striking a company off the register, the Registrar must inquire whether it is still in business or operation. If he is satisfied that it is not, a notice will be published in the Edinburgh Gazette that the Registrar intends to strike the company off. A copy notice is placed on the company’s public record. If the Registrar sees no reason to do otherwise, the company will be struck off not less than three months after the date of the notice. The company will be dissolved on publication of a further notice stating this in the Gazette. At the date of dissolution any assets held by a dissolved company will belong to the Crown: see question 5. The company’s bank account will be frozen and any credit balance in the account will be passed to the Crown.

2. How can I avoid this action?

If the company is to remain on the register, it is important to reply promptly to any formal inquiry letter from the Registrar and to deliver any outstanding documents. Failure to deliver the necessary documents may also result in the directors being prosecuted.

3. Can I object?

The Registrar will take into account representations from the company and other interested parties such as creditors.

4. How does the Registrar’s intention to strike off a company appear in the Edinburgh Gazette?

Notices are published in the Edinburgh Gazette, which is published twice weekly. Copies are available from:

The Edinburgh Gazette, 73 Lothian Road, Edinburgh, EH3 9AW
web site: www.gazettes-online.co.uk
telephone: 0870 600 5522

5. What happens to the assets of a dissolved company?

From the date of dissolution any assets held by a dissolved company will be ‘bona vacantia’. This means they belong to the Crown. The company’s bank account will be frozen and any credit balance in the account will be passed to the Crown.

Enquiries about bona vacantia property should be addressed, as appropriate, to:

The Queen’s and Lord Treasurer’s
Remembrancer (Q & LTR)
Crown Office
25 Chambers Street
Edinburgh EH1 1LA

Tags: defunct company