The directors of a company can apply to have a limited Company or Limited Liability Partnership (LLP) dissolved and removed from the register at Companies House. The more usual reasons for wanting to remove a company from the Companies House Register are:
- To get rid of the compliance costs: The annual compliance costs involved in keeping a company or LLP alive and protecting its name can outweigh the benefits. It should be remembered that even a dormant company has to file an Annual Return and Dormant Company Accounts. An LLP can never be considered to be dormant.
- To avoid late filing fee fines and penalties: Companies House charge penalties when a company’s annual accounts are filed late. The penalties start at £150 and rise to £3000. These fines apply even if a limited company is dormant, If a company or LLP is dissolved, Companies House will not usually pursue those penalties.
Circumstances in which the Registrar of Companies will accept an application to strike off a company or LLP.
In order for the directors’ application to strike off a company to be accepted, the following conditions must apply:
- The company should not have traded during the 3 months prior to its application, specifically:
- The company must not have traded or otherwise carried on business
- The company must not have changed its name
- The company must not have disposed of any valuable rights or property.
- The company must not have changed its name during the 3 months prior to its application
- The Company must not have engaged in any activity other than that which is necessary to conclude its affairs.
- The Company cannot make an application to be dissolved if:
- The company is in administration
- The company has agreed a voluntary arrangement with its creditors
- An application to the court has been made to appoint an administrator
- The company is in receivership
The procedure for striking off a company is simple.
- Complete form DS01 and send it to Companies House with a cheque for £10 made out to “Companies House”. Form LL DS01 is the form appropriate to LLPs. The application should be signed by:
- The sole director, or
- Both directors, if there are two
- A majority of directors if there are more than two.
- The Designated partners, if an LLP is being dissolved.
- Notify all parties involved within 7 days of making the application. In particular;
- Pension managers or trustees, and
- Director of the company or Partners in the LLP who did not make the application
- Companies House will advertise the application in the relevant Gazette and register it on their website. Gazettes are the official records newspapers in the UK
- If no one objects, the Limited Company or LLP will be removed from the register after 3 months.
- If creditors or other interested parties object, the application will be withdrawn.