Struck-Off Company

Understanding a Struck Off Company as Listed with Companies House

A struck off company is a company that has been removed from the official Companies House register. This can occur voluntarily or involuntarily, and once a company is struck off, it no longer legally exists. The process is also referred to as company dissolution. In this article, we will explore the meaning of a struck off company, the reasons a company might be struck off, and the necessary company filings that can prevent or initiate this process.

The company status of being struck off can have significant consequences, particularly if the company is struck off while still holding assets, or if legal obligations were not properly addressed. This article also covers the latest UK legislation related to struck off companies, ensuring businesses are up to date with their responsibilities and options.

What is a Struck Off Company?

A company is considered “struck off” when it is removed from the official register maintained by Companies House. Once struck off, the company ceases to legally exist, and any assets it owned become the property of the Crown (referred to as “bona vacantia”).

There are two main types of company status for being struck off:

1. Voluntary Strike Off: This occurs when a company’s directors decide that they no longer wish to trade and want to close the company. Voluntary strike-off is typically used for businesses that have ceased trading and have no remaining debts or obligations.
2. Compulsory Strike Off: Companies House can strike off a company if it fails to meet certain legal obligations, such as filing annual company filings (e.g., confirmation statements and accounts). If these filings are missed and the company fails to respond to warnings, Companies House will begin the compulsory strike-off process.

The Strike-Off Process

Voluntary Strike Off

To apply for a voluntary strike-off, the company’s directors must complete and file a DS01 form with Companies House. However, before doing this, certain conditions must be met:

• The company must have ceased trading for at least three months.
• It must not be involved in any ongoing legal proceedings.
• The company must not have changed its name within the last three months.
• It must not have disposed of any assets or property in the same period (except as part of a winding-up process).
• The company must settle any outstanding debts.

Once the DS01 form is submitted, the company’s name will be published in the Gazette (an official public record), allowing interested parties to object. If there are no objections within two months, Companies House will strike off the company.

Compulsory Strike Off

A compulsory strike off happens when a company fails to file its required documents, such as annual accounts or confirmation statements. Companies House will send warnings to the company’s directors. If these warnings are ignored, Companies House will publish a notice in the Gazette stating that the company will be struck off within two months unless action is taken.

Once struck off, the company ceases to exist. Importantly, any company assets left behind are forfeited to the Crown.

Preventing a Compulsory Strike Off

To avoid a compulsory strike off, companies need to ensure that they stay up to date with their company filings. These filings include:

• Confirmation Statement: This must be submitted annually and provides Companies House with up-to-date information about the company, such as its directors, shareholders, and registered office.
• Annual Accounts: All companies are required to file financial accounts each year, even if the company has not been trading. Dormant companies, for example, can file simplified accounts, but they still need to fulfil this obligation.

Companies must also notify Companies House if their registered office changes or if there are changes in the company’s directors or shareholders.

Consequences of Being Struck Off

Being struck off can have significant consequences. If a company is struck off:

• It ceases to exist as a legal entity.
• Any ongoing legal actions or claims involving the company are halted.
• The company’s assets pass to the Crown as bona vacantia, meaning the company loses control of them. This includes bank accounts, properties, or intellectual property rights.

For directors, there could be legal implications if the strike-off was not properly handled, especially if the company was struck off while still trading or owing debts.

If a company has been struck off in error or due to negligence, it is possible to restore it by applying to the court or by administrative restoration, depending on the circumstances.

Recent Legislation and Updates

Recent updates in UK legislation, including the Economic Crime (Transparency and Enforcement) Act 2022, have increased scrutiny on UK companies, including those at risk of being struck off. This law ensures transparency in business ownership and imposes stricter requirements on filing deadlines and accurate reporting.

Additionally, directors are now under more pressure to keep up with compliance to avoid penalties. Companies House has been given more powers to investigate discrepancies in filings, including cases where companies are dissolved or struck off with pending debts.

Restoring a Struck Off Company

If a company is struck off by mistake or prematurely, it may be possible to restore it. There are two main ways to restore a company:

1. Administrative Restoration: If the company was struck off within the last six years and was trading at the time of the strike-off, the directors can apply for administrative restoration.
2. Court Order Restoration: If more than six years have passed, or if the company was struck off while it was dormant, restoration can only be done via court order.

In both cases, all overdue filings must be submitted, and the restoration process can take several months.

Conclusion

A struck off company ceases to exist and loses control over its assets. Whether struck off voluntarily or involuntarily, it’s essential for directors to manage their company status and ensure all legal obligations are met to avoid involuntary strike-offs. Keeping up with company filings is the key to preventing unwanted dissolution and maintaining compliance with UK law.

Useful Links

1. Companies House – Strike Off, Dissolution, and Restoration This official guide explains the entire process of striking off a company, both voluntarily and involuntarily.
2. Companies House – DS01 Form for Strike Off A direct link to download and submit the DS01 form for voluntary strike-off, including guidance on when and how to use this form.
3. The Gazette – Notice of Company Strike Off The Official Gazette publishes notices of company strike-offs, allowing interested parties to object to the strike-off process.

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