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The Complete Guide to Strike-Off, Dissolution and Company Restoration

A company can leave the register in several ways: voluntarily, by compulsory strike-off for non-compliance or through liquidation. Understanding the differences, and how to reverse a strike-off if it happens, is essential for any director. This guide covers the main routes in one place, with links to detailed articles.

1. What is strike-off?

Strike-off removes a company from the register of companies. Once struck off, the company is dissolved and ceases to exist as a legal entity. Its property passes to the Crown as bona vacantia. It can no longer trade, hold assets or contract in its own name. Strike-off differs from liquidation, which is a formal insolvency or winding-up process managed by a liquidator. See strike-off versus liquidation.

2. Compulsory strike-off

The registrar can strike off a company that is not carrying on business or in operation or that fails to deliver documents. A missed confirmation statement is a common trigger. The process runs through reminders, a notice of intention to strike off, a Gazette notice that allows at least two months for objections and finally dissolution. Read can Companies House strike off your company for a late confirmation statement, and Companies House default notices.

3. Stopping compulsory strike-off

File the overdue documents before dissolution and write to Companies House if a notice has been issued. Check the register to confirm that the process has stopped. See how to file an overdue confirmation statement and our late confirmation statement service.

4. Voluntary strike-off

Directors can apply to strike off a company that has stopped trading, has no assets of value and has no outstanding liabilities. The company must not have traded or changed name in the previous three months, and must not be subject to insolvency proceedings. Notice must be given to shareholders, creditors, employees and others. Anyone can object. See how to close a limited company.

5. Consequences of dissolution

On dissolution, bank accounts may be closed, contracts affected and assets transferred to the Crown. Directors may remain liable for matters that arose before dissolution, and wrongdoing can be investigated. Creditors can apply to restore the company to pursue claims. Dissolution is not a way to escape debts.

6. Restoring a struck-off company

You can restore a company by administrative restoration, which is available to former directors or members within six years if the company was carrying on business at the time, or by a court application where conditions are not met. You must file all outstanding documents and pay penalties. On restoration, the company is treated as having continued in existence. See how to restore a struck-off company.

7. Practical steps if you discover strike-off

Check the register for the status and the Gazette for notices. Gather outstanding filings. Decide whether the company is worth restoring. Consider tax and creditor issues. Take advice before applying, particularly if there are liabilities.

8. Prevention

Diarise deadlines, keep the registered office and email current, name a compliance owner and use a service that files for you. See how to avoid missing Companies House deadlines and our compliance calendar.

Summary

Strike-off is easy to prevent and expensive to reverse. File on time, close companies properly and act at the first warning. We can help with overdue confirmation statements and annual filings.

Example: choosing the right route

A founder has a small company that has stopped trading, has no debts and holds no assets. She applies for voluntary strike-off, notifies the required parties and no one objects. The company is dissolved. A second founder has a company with unpaid supplier invoices. Strike-off would be inappropriate, because creditors could object or restore the company, and directors could face scrutiny. He takes insolvency advice instead. The right route depends on solvency and the interests of creditors.

Questions to ask before you decide

Does the company have assets, liabilities or contracts? Does HMRC need to be dealt with? Are there employees? Is the company name valuable? Would it be cheaper to keep filing than to close and later start again? An accountant can help answer these and recommend whether to keep, close or restore the company. Always check current GOV.UK guidance, because procedures and fees change.

Next steps and where to get help

Turning what you have read into action is the hard part. Start by checking the Companies House register against your own records for this topic, note any dates that fall within the next 90 days, and decide who is responsible for each one. If something does not match, correct it promptly rather than waiting for the next confirmation statement, and keep a note of what you changed and when, together with copies of any acknowledgements. If you would like a regulated accountant to take the task off your hands, our online confirmation statement service costs £100 + VAT with the £50 Companies House fee included, and our assisted option at £120 + VAT includes a call first. You can compare every option on our pricing page, explore the full range on our services page or call us on 0203 4411 258.

Keeping a clear record

Good records make every later filing quicker. Keep the certificate of incorporation, articles of association, statutory registers, minutes and the latest acknowledgements together in one secure folder, and note who has access. When a bank, lender, buyer or adviser asks questions, you can then answer in minutes. Review the folder each quarter, remove anything out of date, and make sure at least two trusted people know where it is kept and how to reach your accountant.

Reviewing the position each year

At least once a year, sit down with the register and ask four simple questions. Is every detail still correct? Has anything changed that has not been filed? Are there any deadlines coming up? Who will deal with them? Writing the answers down turns a vague worry into a short action list, and it is the single most effective habit for staying compliant without stress.

Frequently asked questions

Can a struck-off company be restored?

Yes, by administrative restoration or court order.

How long do I have to apply for administrative restoration?

Generally six years from dissolution.

Is voluntary strike-off the same as liquidation?

No. Liquidation is a formal winding-up process, while voluntary strike-off removes a solvent, inactive company.

Does dissolution cancel debts?

No. Creditors may apply to restore the company.

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