What is a dissolution?
Dissolution of a company is the process by which a company is removed or ‘struck off’ the Companies House register. Once the company has been dissolved, it cannot carry on trading anymore and no longer exists under the eyes of the law. It is the most common way to close a company.
How do I dissolve my company?
Step 1: Apply to strike off the company with Companies House.
Step 2: Share a copy of the application with anyone who is likely to be affected by the closure of the business within 7 days, including creditors, members (who are usually shareholders), employees and any directors who did not sign the application form to dissolve the company, etc.
Step 3: Inform HMRC of the application and send them final statutory accounts and a Company Tax return.
Step 4: Close the business bank account. From the date of dissolution, the company’s bank account and any money in the account will be frozen, along with any assets in the company name, will pass to the Crown.
What is the company dissolution procedure?
Make a voluntary application to Companies House to strike off the company.
Companies House will post a notice of dissolution in the Gazette (London, Edinburgh or Belfast depending on where the company was incorporated), confirming that an application has been made.
After 2 months, if no objections have been received, Companies House will dissolve your company and place a final notice in the Gazette confirming this.
What is the criteria for dissolving a company?
To be eligible to dissolve your company, your company must meet certain criteria:
- The company has not traded or changed its name in the last 3 months
- The company is not threatened with liquidation
- The company has no agreements with creditors, such as a Company Voluntary Arrangement
If your company does not fulfil these criteria, you will instead have to voluntarily liquidate your company.
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How long does it take to dissolve a company?
Once Companies House has received your application for voluntary dissolution, they will place a notice for the proposed strike off in the Gazette, and if there are no objections received, the company will be struck off the register within 2 months after the date of the notice.
Dissolution vs. Liquidation – what is the difference?
Dissolution and liquidation both have the same end result – the closure of the company. However, the processes for both are very different. Dissolution, whether it be voluntary dissolution or compulsory, is usually the first step in striking the company off the register. Liquidation on the other hand, is the final step and usually the last resort for a business in trouble, who cannot pay the debts owed by them.
What is a dissolution notice?
A notice placed in the Gazette by the Registrar informing parties that an application to dissolution the company has been received, and that the company will be struck off the register in no less than 2 months. This works on the basis that no objections are received from any relevant parties, for example, HMRC or creditors.
What is the difference between voluntary and compulsory dissolution?
Voluntary dissolution is where the directors of a company choose to dissolve the company. Compulsory dissolution is when Companies House begin the dissolution process because the company has failed to meet its obligations to file either its confirmation statement or annual accounts, or the company has no directors.
What if I change my mind?
If you change your mind, you can withdraw your application to stop the dissolution process.
A company must withdraw their application immediately if any of the following apply:
- trades or otherwise carries on business
- changes its name
- for value, disposes of any property or rights except those it needed in order to make or proceed with the application (for example, the company may continue with the application if it disposes of a telephone used to deal with enquiries about its application)
- becomes subject to formal insolvency proceedings or makes a section 900 application (a compromise or arrangement between a company and its creditors)
- engages in any other activity, unless it was necessary to:
- make or proceed with a striking off application
- conclude affairs that are outstanding because of the need to make or proceed with an application (such as paying the costs of running office premises while concluding its affairs before disposing of the office)
- comply with a statutory requirement
What happens to the company assets?
Once a company has been dissolved, its assets and bank account are considered ‘bona vacantia’ (vacant goods). This means that there is no legal owner so everything will pass to the Crown.