Strike Off & Dissolution: How to Close a UK Company (2026 Guide)

At a glance

• Voluntary strike off is the route for closing a solvent, inactive company; it requires form DS01 under section 1003 of the Companies Act 2006.
• Three-month look-back: in the three months before applying, the company must not have traded, disposed of property for value in the normal course of business, changed its name, or engaged in any activity other than winding up its affairs (s.1004).
• Insolvency bar: the company must not be subject to any insolvency proceedings, scheme of arrangement, administration, receivership, or winding-up order at the time of the application (s.1005).
• Seven-day notification duty: within seven days of filing DS01, the applicant must give a copy to every member, creditor, employee, non-signing director, and pension fund trustee — failure is a criminal offence (s.1006).
• DS01 filing fee (June 2026): £13 online / £18 paper — check GOV.UK for the current amount before applying.
• Gazette period: two months from the first Gazette notice for objections to be raised.
• Bona vacantia: any assets remaining in the company's name at dissolution vest automatically in the Crown (s.1012).
• Restoration time limits: administrative restoration (s.1024) and court restoration (s.1029) both carry a general six-year deadline from dissolution.

What is strike off and dissolution?

Strike off is the formal process of removing a company's name from the register maintained by Companies House. From the moment the registrar publishes the second Gazette notice, the company is dissolved — it ceases to exist as a legal entity and can no longer own property, enter contracts, sue, or be sued in the normal way.

The phrase "strike off" refers to the act of removal; "dissolution" describes the legal consequence. The two terms are often used interchangeably, but dissolution is the end state rather than the process.

There are two types:

• Voluntary strike off — initiated by the directors under section 1003 of the Companies Act 2006. This is a planned, deliberate closure suited to a solvent company that has finished trading and wants to tidy up the register.
• Compulsory strike off — initiated by the registrar under section 1000. This is not a planned closure; it signals that something has gone wrong and the company has failed to meet its filing obligations.

This guide addresses both, but the primary focus is voluntary strike off — the route most directors are planning to use.

This guide covers England and Wales. Some rules differ in Scotland (where the King's and Lord Treasurer's Remembrancer handles bona vacantia) and Northern Ireland.

Voluntary strike off: the eligibility rules in full

Before filing DS01, the directors must confirm that the company meets the conditions in sections 1004 and 1005 of the Companies Act 2006. These are not administrative suggestions — they are statutory bars on making the application at all.

The three-month look-back (section 1004)

Section 1004 prohibits an application if, at any time in the three months before the application, the company has:

• traded or carried on business — even minimal activity such as invoicing an old customer, issuing a credit note, or receiving payment for past work counts;
• disposed of property or rights for value in the normal course of its previous trading (selling off stock for cash, for example);
• changed its name;
• engaged in any other activity that is not necessary or expedient for the purposes of making or deciding whether to make the application, concluding the company's affairs, complying with a statutory requirement, or any other purpose specified by the Secretary of State.

The practical consequence is that a company that stopped trading last week cannot immediately file DS01. It must wait at least three clear months from the last qualifying activity — and ideally keep a record of when that activity stopped, in case Companies House asks.

Insolvency and live proceedings (section 1005)

Section 1005 prohibits an application at a time when:

• an application for a scheme of arrangement or compromise under Part 26 of the Act has been made and not finally concluded;
• a voluntary arrangement in relation to the company has been proposed or is in force;
• an administration order is in force, or an application for one has been made;
• a receiver or manager of the company's property has been appointed;
• the company is being wound up under the Insolvency Act 1986 (voluntary or compulsory winding up);
• the company's estate is being administered by a judicial factor.

If any of these applies, voluntary strike off is not available. Directors should take advice about the appropriate exit mechanism — in practice this will usually mean engaging a licensed insolvency practitioner.

Preparing to apply: what to do first

The formal application is the last step, not the first. Before filing DS01, directors should work through everything that needs to be resolved while the company still legally exists.

Close out tax affairs

HMRC must be notified that the company is ceasing to trade. This means:

• Submitting final Corporation Tax returns and paying any tax owed.
• Filing final accounts with Companies House if a period has ended.
• Deregistering for VAT (if registered) and PAYE (if the company had employees).
• Dealing with any outstanding HMRC enquiries.

HMRC is one of the parties who must receive a copy of the DS01 application (as a creditor, if any tax is outstanding) and has the power to object. Unresolved tax matters are the most common reason a strike-off application stalls or is suspended.

Settle liabilities and distribute assets

The company should pay all outstanding debts and liabilities before applying. This includes trade creditors, any remaining employee obligations, and director loan accounts that are in credit (the company owes money to a director). Director loan accounts that are overdrawn — where the director owes money to the company — should also be repaid, as these are assets that would otherwise vest in the Crown on dissolution.

Any assets remaining in the company at dissolution — cash, property, intellectual property, shares in subsidiaries, equipment, or anything else with value — pass automatically to the Crown under the rules of bona vacantia (section 1012 of the Companies Act 2006). This is not a theoretical risk; it is the default outcome for anything directors fail to deal with.

Assets should be distributed or disposed of before the application is made. Bank accounts should be emptied and closed. Final dividend resolutions should be passed if funds are being returned to shareholders.

Employee obligations

If the company has employees, they must be given proper notice, final payroll must be processed, and any redundancy obligations under employment law must be met before applying. Employees are entitled to receive a copy of the DS01 application within the seven-day notification window and have the right to object.

Submitting form DS01

Who can apply

The application must be made by a majority of the company's directors. A sole director can apply on their own. The application cannot be made by a single director where there are two directors unless the other agrees or the other is the company secretary rather than a second director.

The form itself

Form DS01 is available on the GOV.UK DS01 page. The form can be filed online via the Companies House WebFiling service or submitted on paper. The online route is faster and cheaper.

As at June 2026:

• Online: £13
• Paper: £18 (payable by cheque or postal order only)

Always verify the current fee on GOV.UK before submitting — Companies House fees changed on 1 February 2026 and may change again.

What Companies House checks

Companies House will check whether the company has outstanding filing obligations (overdue accounts, confirmation statements) before proceeding. Where obligations are outstanding, the registrar may suspend the application until they are met, or proceed with compulsory strike-off action separately.

The notification duty under section 1006

This is the step most frequently overlooked, and it carries the most serious consequences.

Under section 1006 of the Companies Act 2006, the person making the application must ensure that within seven days of making the application, a copy is given to every person who on that day is:

• a member of the company (shareholder);
• a creditor of the company;
• an employee of the company;
• a director who did not sign the application;
• a manager or trustee of any pension fund established for the benefit of employees;
• any other person specified by regulations made by the Secretary of State.

There is one exemption: a director who is a party to the application (i.e. who signed it) does not need to receive a copy.

The penalty for non-compliance is serious. A person guilty of an offence under section 1006 is liable on conviction on indictment to imprisonment for up to seven years, a fine, or both. Missing a creditor off the notification list is not a technicality — it is a criminal offence that can also result in the application being challenged or set aside.

The duty to notify ceases only if the application is withdrawn before the seven-day window expires.

What happens after DS01 is accepted

First Gazette notice

Once Companies House accepts the application, it publishes a notice in the London Gazette stating that it intends to strike the company off the register. This notice opens the objection window.

The two-month objection period

Interested parties — creditors, HMRC, employees, or anyone else with a legitimate concern — have two months from the date of the Gazette notice to raise a formal objection. Objections can be submitted directly to Companies House online. An objection supported by evidence (for example, proof that the company owes a debt) will usually cause the application to be suspended.

If a valid objection is received, Companies House will usually suspend the application and notify the applicant. The directors can then resolve the issue (pay the debt, deal with the disputed matter) and ask for the application to be reinstated, or they can withdraw it.

Second Gazette notice and dissolution

If no valid objection is received within the two-month window, Companies House publishes a second notice in the Gazette confirming that the company has been struck off and is dissolved. The company ceases to exist in law from the date of that second notice.

Bona vacantia: what happens to assets left behind

The single most expensive mistake in a strike-off is leaving assets in the company when it dissolves.

Under section 1012 of the Companies Act 2006, all property and rights belonging to a dissolved company vest in the Crown as bona vacantia (Latin for "vacant goods"). This is automatic — it requires no court order and no action by the Crown.

In England and Wales, the Treasury Solicitor (the King's Solicitor) administers bona vacantia assets on behalf of the Crown. The GOV.UK BVC1 guidance explains the process in detail.

Assets caught by bona vacantia include:

• cash in bank accounts;
• property (land and buildings) registered in the company's name;
• shares and investments held by the company;
• intellectual property (trademarks, patents, copyright);
• overdrawn director loan accounts (money owed to the company by a director becomes Crown property);
• any other rights or interests the company held at dissolution.

The Crown can disclaim the asset (wash its hands of it) or sell it at market value. If the asset is disclaimed, it does not revert to the former owners — it is simply ownerless and practically lost.

The only reliable remedy is to deal with assets before dissolution. In limited circumstances it is possible to apply to restore the company to the register and recover assets that way (see below), but this involves cost and delay and is not guaranteed if the Crown has already disposed of the asset.

Compulsory strike off by the registrar (section 1000)

Compulsory strike off is initiated by Companies House, not the directors. The registrar uses this power under section 1000 of the Companies Act 2006 when it has reasonable cause to believe a company is no longer carrying on business or in operation — most commonly because the company has failed to file accounts or a confirmation statement.

The process is:

1. The registrar sends the company a letter asking whether it is carrying on business.
2. If no reply is received within 14 days, a second letter is sent, warning that a Gazette notice will follow.
3. If there is still no reply within 14 days of the second letter, the registrar publishes a Gazette notice stating it may strike the company off.
4. Unless the company demonstrates otherwise (by filing its overdue documents, for instance), the registrar strikes the name off and publishes a notice of dissolution in the Gazette.

Directors who allow their company to be compulsorily struck off because of unpaid filing obligations can face Companies House investigation and, in some cases, director disqualification proceedings. Compulsory strike off also takes the directors by surprise — assets may vest in the Crown without the directors having had a chance to deal with them.

Restoring a dissolved company

A dissolved company can be brought back to life under two different regimes, both set out in Chapter 3 of Part 31 of the Companies Act 2006.

Administrative restoration (section 1024)

Administrative restoration is the quicker, cheaper route, but it is narrowly available:

• The company must have been struck off by the registrar — that is, under the compulsory strike-off power in section 1000 or 1001 (or under the new section 1002A, which deals with companies registered on a false basis). Administrative restoration is not available for companies that applied for voluntary strike-off themselves.
• The applicant must be a former director or former member of the company.
• The application must be made within six years of the date of dissolution.
• The company must have been carrying on business or in operation at the time it was struck off.
• All overdue documents and fees must be brought up to date before the application is approved.

The application is made on form RT01 directly to Companies House. If approved, the company is restored as if it had never been dissolved.

Court restoration (section 1029)

Court restoration is available in a wider range of circumstances and to a wider class of applicants — including former directors, former members, creditors, or any other person with a sufficient interest. This is the only route available where the company applied for voluntary strike-off.

The general time limit is six years from the date of dissolution (section 1030). The court has a discretion to extend time in exceptional circumstances, but directors and creditors should not assume an extension will be granted.

The court can impose conditions on restoration — for example, requiring compliance with filing obligations, payment of costs, or undertakings about how the restored company will be wound up.

Applications for court restoration are made to the Companies Court (part of the Business and Property Courts) or, where appropriate, a county court. They carry court fees and typically require professional advice.

The GOV.UK restoration guidance sets out the procedural requirements for both routes.

Strike off versus liquidation: when to use which

Voluntary strike off is right for a straightforward, clean closure. It is not suitable where:

• the company has debts it cannot pay — voluntary strike off in those circumstances exposes directors to accusations of defrauding creditors and is not a substitute for formal insolvency;
• the company has significant assets to distribute — a members' voluntary liquidation (MVL) handled by a licensed insolvency practitioner allows a statutory distribution process and can be tax-advantageous (Business Asset Disposal Relief, formerly Entrepreneurs' Relief, may be available on a properly conducted MVL);
• the company has employees with ongoing entitlements that need to be formally settled;
• there are disputes between shareholders, or between directors and creditors, that need independent resolution.

If any of those applies, speak to an insolvency practitioner or a solicitor before deciding which route to use. The wrong choice can cause personal liability for directors.

Director liability after dissolution

Dissolution does not automatically erase liability. Directors can be pursued after the company is struck off in several circumstances:

• Personal guarantees given by a director to a bank or supplier survive the company's dissolution entirely.
• Overdrawn director loan accounts — if a director owed money to the company and it was not repaid before dissolution, that debt becomes bona vacantia and the Crown (via the Treasury Solicitor) can pursue the director for it.
• HMRC investigations — HMRC can investigate and assess former directors for VAT, PAYE, or corporation tax liabilities that arose before dissolution, including in cases of suspected fraud.
• Director disqualification — the Insolvency Service can investigate director conduct even after dissolution and bring disqualification proceedings under the Company Directors Disqualification Act 1986.
• Fraudulent or wrongful trading — where a company was insolvent before dissolution, insolvency practitioners appointed after court restoration can bring claims against directors.

Striking off a company is not a clean slate. Directors with any of these exposures should take legal advice before applying.

This guide provides general information about how voluntary strike off and dissolution work in England and Wales under the Companies Act 2006. It is not legal advice about your specific circumstances. The law described reflects the position as at June 2026 and is subject to change — always verify current fees, forms, and procedural requirements on GOV.UK and legislation.gov.uk.

Last reviewed: June 2026 · Next review due: June 2027 or on legislative change.