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Introduction

This booklet is a guide to having your company removed from the register of companies. Our booklet, 'Liquidation and Insolvency', is also useful if you are considering winding up your company.

A company may be struck off the register and dissolved if:

You will find the relevant law in the Companies Act 1985, Section 652 and Sections 652A to 652F which were inserted by the Deregulation and Contracting Out Act 1994.

This booklet also covers how, in certain circumstances, your company may be restored to the register.

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CHAPTER 1

Voluntary striking-off and dissolution

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 (see questions 4 and 7). Even if the company is struck off and dissolved, creditors and others could apply for it to be restored to the register (see chapter 3).

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

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 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 - see chapter 2, question 5.

3. How do I apply?

You should request a Form 652a from the Registrar. Forms are also available from the sources listed under further information.

The form must be signed and dated by:

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, Crown Way, Maindy, Cardiff CF14 3UZ.

Make the cheque payable to 'Companies House' and write the company number 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:

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:

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:

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 London Gazette. The Registrar will strike the company off the register not less than three months after the date of this notice if he 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.

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CHAPTER 2
Defunct companies

1. Can the Registrar strike off a company?

Yes, if it is neither in business nor in operation. The Registrar may take this view if, for example:

Before the Registrar strikes a company off the register, he must inquire whether it is still in business or operation. If he is satisfied that it is not, he will publish a notice in the London Gazette that he intends to strike the company off. A copy notice is placed on the company's public record. If he sees no reason to do otherwise, the Registrar will strike the company off not less than three months after the date of the notice. The company will be dissolved on publication of a further notice stating this in the Gazette. At the date of dissolution any assets held by a dissolved company will belong to the Crown: see question 5.

2. How can I avoid this action?

If the company is to remain on the register, it is important to reply promptly to any formal inquiry letter from the Registrar and to deliver any outstanding documents. Failure to deliver the necessary documents may also result in the directors being prosecuted.

3. Can I object?

The Registrar will take into account representations from the company and other interested parties such as creditors.

4. How does the Registrar's intention to strike off a company appear in the London Gazette?

The Company Law Official Notifications Supplement to the London Gazette publishes weekly notices on microfiche. Copies are available from HMSO Publications, 51 Nine Elms Lane, London SW8 5DR.

5. What happens to the assets of a dissolved company?

From the date of dissolution any assets held by a dissolved company will be 'bona vacantia'. This means they belong to the Crown.

Enquiries about bona vacantia property should be addressed, as appropriate, to:

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CHAPTER 3

Restoration to the register

The Registrar cannot restore a company to the register without a Court Order. When the Registrar receives an office copy of the Court Order for restoration, a company is regarded as having continued in existence as if it had not been struck off and dissolved.

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

For companies struck off following a Form 652a application: any of the parties who must be notified of the application (see chapter 1, question 4) can apply to the Court within 20 years of dissolution for the name of the dissolved company to be restored to the register. The Court may order restoration if it is satisfied that:

The Secretary of State may also apply to the Court for restoration if this is justified in the public interest.

For companies struck off at the instigation of the Registrar: the company, or a member or creditor of it, can apply to the Court for restoration within 20 years of the dissolution. When a company applies for its own restoration, a member of the company must also be an applicant to give any necessary undertakings to the Court.

Where a company is dissolved: the liquidator or any other interested party such as a creditor can apply to the Court for the dissolution to be declared void. In most cases an application must be made within two years of dissolution, but it can be made at any time if its purpose is to bring proceedings against a company for:

2. Where do I apply for a Court Order for restoration?

Apply to the High Court by completing a claim form (this is the standard form that starts proceedings). The Registrar of the Companies Court in London usually hears restoration cases in chambers once a week on Friday afternoons. Cases are also heard at the District Registries. Alternatively, an application can be made to a County Court that has the authority to wind up the company.

3. How do I serve documents?

The claim form should be served on:

The Registrar will accept delivery by post (recorded delivery is recommended). He will also accept delivery by hand at Companies House, Cardiff or at Companies House, Bloomsbury Street, London, during or outside normal office hours. The Registrar will also require a copy of the affidavit or witness statement in support of the application.

The Registrar must be given at least 10 days notice of the hearing to allow him time to instruct the Treasury Solicitor and deal with the matter.

4. What evidence must I give?

The Court will require an affidavit (statement of truth) or a witness statement confirming that:

The Registrar will provide information to assist in an application to the Court. Before the Court hearing, he will normally ask for:

5. Are there costs or penalties?