1. Who can apply to have a company struck off the register?

A private company that is not trading may apply to the Registrar to be struck off the register. It can do this if the company is no longer needed. For example, the active directors may wish to retire and there is no-one to take over from them; or it is a subsidiary whose name is no longer needed; or it was set up to exploit an idea that turned out not to be feasible.

The procedure is not an alternative to formal insolvency proceedings where these are appropriate, as creditors are likely to prevent the striking off. Even if the company is struck off and dissolved, creditors and others could apply for it to be restored to the register.

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

• traded or otherwise carried on business;
• changed its name;
• for value, disposed of property or rights that, immediately before it ceased to be in business or trade, it held for disposal or gain in the normal course of its business or trade (for example, a company in business to sell apples could not continue selling apples during that three-month period but it could sell the truck it once used to deliver the apples or the warehouse where they were stored); or
• engaged in any other activity except one necessary or expedient for making a striking-off application, settling the company’s affairs or meeting a statutory requirement (for example, a company may seek professional advice on the application, pay the costs of copying the Form 652a, etc). However, a company can apply for striking off if it has settled trading or business debts in the previous three months.

A company cannot apply to be struck of if it is the subject, or proposed subject, of:

• any insolvency proceedings (such as liquidation, including where a petition has been presented but has not yet been dealt with); or
• a Section 425 scheme (that is a compromise or arrangement between a company and its creditors or members).

2. What should I do before applying?

There are safeguards for those who are likely to be affected by a company’s dissolution. If your company has creditors, members etc, you are advised to warn all the people listed in question 4, before applying, as any of them may object to the company being struck off. Any loose ends - such as closing the company’s bank account, or the transfer of any domain names - should be dealt with before you apply.

It is also advisable to notify any other organisation or party who may have an interest in the company’s affairs, otherwise they might later object to the application. Examples include local authorities, especially if the company is under any obligation involving planning permission or health and safety issues, training and enterprise councils and government agencies.

From the date of dissolution, any assets held by a dissolved company will 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.

3. How do I apply?

The Registrar will provide Form 652a on request. Forms are also available from the sources listed on the back of this information.

The form must be signed and dated by:

• the sole director, if there is only one;
• by both, if there are two; or
• by the majority, if there are more than two.

You must give the name, address and telephone number of the person Companies House should contact about the application. You should then send the completed form, with the £10 fee, to the Registrar of Companies, Companies House, 37 Castle Terrace, Edinburgh EH1 2EB. Cheques must be payable to ‘Companies House’ and the company number written on the reverse.

4. Who must I inform?

Within seven days after sending Form 652a to the Registrar, you must provide copies of the form to the following:

• members, (usually the shareholders);
• creditors (including all contingent and prospective creditors) such as banks, suppliers, former employees if they are owed money by the company, landlords, tenants (for example, where a bond is refundable), guarantors and personal injury claimants. Also, you must notify appropriate offices of the Inland Revenue, Department for Work and Pensions (DWP) and Customs & Excise if there are outstanding, contingent or prospective liabilities;
• employees;
• managers or trustees of any employee pension fund; and
• any directors who have not signed the form.

Anyone who becomes a member, creditor etc, after the application must also be sent a copy of the form within seven days of doing so.

All VAT-registered companies must notify the relevant VAT office (Finance Act 1985).

5. How should I inform the various parties?

A copy of the Form 652a should be delivered to, left at, or posted to them at:

• the last known address (if an individual); or
• the principal/registered office (if a company or partnership).

It is advisable to keep proof of delivery or posting.

6. How is the form registered?

The Registrar will check the form and, if acceptable, put it on the company’s public record. An acknowledgement will be sent to the address shown on the form. The company will also be notified at its registered office address to enable it to object if the application is bogus.

7. Can anyone object to dissolution?

Any interested party may object.

8. How and why can they object?

Objections must be in writing and sent to the Registrar of Companies with any supporting evidence, such as copies of invoices that may prove the company is trading. Reasons for objecting include:

• the company has broken any of the conditions of its application (for example, it has traded, changed its name or become subject to insolvency proceedings) during the three-month period before the application, or afterwards;
• the directors have not informed interested parties;
• any of the declarations on the form are false;
• some form of action is being taken, or is pending, to recover any money owed (such as a winding-up petition or action in a small claims court);
• other legal action is being taken against the company;
• the directors have wrongfully traded or committed a tax fraud or some other offence.

9. What if I change my mind and want to withdraw my application?

Directors must withdraw the application using Form 652c if a company ceases to be eligible for striking-off. This may be because the company:

• trades or otherwise carries on business;
• changes its name;
• for value, disposes of any property or rights except those it needed in order to make or proceed with the application (for example a company may continue the application if it disposes of a telephone which it kept to deal with enquiries about its application);
• becomes subject to formal insolvency proceedings or makes a Section 425 application (a compromise or arrangement between a company and its creditors);
• engages in any other activity, unless it was necessary or expedient in order to: make or proceed with a striking-off application; conclude those of its affairs that are outstanding because of what has been necessary or expedient to make or proceed with an application (such as paying the costs of running office premises while concluding its affairs and then finally disposing of the office); or comply with a statutory requirement.

Form 652c can be completed and signed by any director. The form must be sent to Companies House.

10. What happens when the Registrar accepts a Form 652a application?

The Registrar will advertise and invite objections to the proposed striking-off in the Edinburgh Gazette. The company will be struck off the register not less than three months after the date of this notice if the Registrar sees no reason to do otherwise and the application has not been withdrawn. The company will be dissolved when the Registrar publishes a notice to that effect in the Gazette. (At the time of striking-off, a letter will be issued to the contact name on Form 652a confirming the proposed date of dissolution.)

Anyone convicted of these offences may also be disqualified from being a director for up to 15 years.

11. Do I need to send a fee with Form 652a?

A fee of £10 is payable to cover the cost of providing the service. The fee will not be refunded if the application is rejected or withdrawn after its registration. A further fee will be payable for a new application. Any cheques must be made payable to ‘Companies House’ and the company number written on the reverse.

Tags: voluntary liquidation