If you are thinking of closing a company it is important to do it correctly, otherwise your bank account could be frozen, preventing you from drawing out cash.  To close a company, the first thing to do is to inform Companies House via this DS01 form.  You can only do this if you haven’t traded for 3 months and if you are not facing liquidation.

You usually need to have the agreement of your company’s directors and shareholders to close a limited company.  The way you close the company depends on whether it can pay its bills or not:

If The Company Can Pay Its Bills (solvent)

You can either:

Striking off the company is usually the cheapest way to close it.

If The Company Can’t Pay Its Bills (‘insolvent’)

When your company is insolvent, the interests of the people your company owes money to (its creditors) legally come before those of the directors or shareholders. You must use the creditors’ voluntary liquidation process.  Your company might be forced into compulsory liquidation if you don’t pay creditors. You may be able to avoid liquidation by applying for a Company Voluntary Arrangement.

If The Company Doesn’t Have a Director

You must appoint a new director if your company doesn’t have one, for example if a sole director has died.  Companies House will eventually strike off a company that doesn’t have a director but this can make it more difficult to manage any company assets.

Shareholders must agree to appoint a new director and may need to vote on it.

If a sole director has died and there aren’t any shareholders the executor of the estate can appoint a new director, as long as the company’s articles allow it.  The new director can close the company.  Your company still needs to pay corporation tax and file a tax return even if there’s no director.

Let The Company Become Dormant

You don’t have to close your company if it’s no longer trading. You can let it become ‘dormant’ for tax as long as it’s not:

  • carrying on business activity
  • trading
  • receiving income

Your company will still be registered at Companies House.  You must still send your annual accounts and confirmation statement (previously the annual return) to Companies House.  You can keep a limited company dormant for as long as you want.

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Watermill Accounting Limited,

Future Business Centre, Kings Hedges Road,

Cambridge, CB4 2HY

01223 781290