Company Strike Off UK: DS01 Dissolution Guide

Overview

Voluntary strike off is the process by which the directors of a solvent company ask the Registrar of Companies to remove the company from the register. Once removed, the company ceases to exist as a legal entity. The statutory basis sits in section 1003 of the Companies Act 2006, which allows directors to apply for the company to be struck off provided certain conditions are met.

To qualify, the company must not have traded or changed its name in the three months before the application, must not be the subject of ongoing insolvency proceedings, and must not have disposed of property or rights for value during that same three-month window (ordinary housekeeping, like paying fees owed to Companies House, does not count as trading). Dissolution is usually chosen when a company is no longer needed, for example after the owners retire, a venture has wound down naturally, or a dormant shell is no longer worth maintaining.

It is not a substitute for insolvency where debts cannot be paid, and using it to avoid creditors can expose directors to personal liability and disqualification.

Key steps

1. Check the company qualifies. Before anything else, confirm the company has not traded, sold assets for value, or changed its name in the previous three months. Make sure there are no live insolvency proceedings, no pending creditor claims, and no ongoing legal action against the company. If any of these apply, strike off is not the right route.
2. Deal with outstanding affairs. Settle debts, close bank accounts, collect in money owed, and distribute any remaining assets to shareholders before applying. Anything left in the company at the point of dissolution passes to the Crown as bona vacantia, so it is important to clear the decks. File any outstanding accounts and confirmation statements, and settle the final tax position with HMRC.
3. Pass a board resolution. The directors should formally resolve to apply for voluntary strike off. Keep a record of the decision in the company's minute book. A majority of directors must sign the application, so make sure you have agreement from those who need to be involved before moving ahead.
4. Submit form DS01 to Companies House. Form DS01 is the prescribed application for voluntary strike off. A fee applies, so check gov.uk for the current amount. The form requires the signatures of a majority of directors and can be filed on paper or through the online service. Companies House will publish a notice in the Gazette giving at least two months for objections.
5. Notify interested parties within seven days. Within seven days of sending the DS01, copies must be sent to every person who could be affected, including members, creditors, employees, managers or trustees of any employee pension fund, and any directors who did not sign the form. Missing this step is a criminal offence and is one of the most common reasons applications are challenged.

Common questions