Company and LLP strike-off, dissolution and restoration

A company or limited liability partnership (LLP) may apply to be struck off the Companies House register for a variety of reasons. For example, the owners of the company may wish to retire and there is no one to take over from them, the company may be a non-trading subsidiary of a larger group, or the sole product of the company may no longer have a market.

When a company or LLP can apply to be struck off

A company or LLP can only apply to be struck off if it has paid all of its trading or business debts in the previous three months. Registered companies cannot apply to be struck off the register if, in the last three months, they have:

• traded or in any other way carried on business
• changed names
• sold any property or rights owned by the business that it previously sold when doing business - eg a business that sold furniture could sell a delivery van or the machinery used to make it, but not the furniture itself

A company or LLP cannot apply to be struck off if:

• there are any insolvency proceedings such as liquidation, including those which have been presented but not dealt with
• there are arrangements between the business and its creditors or members

It is an offence:

• to apply for striking-off when the business is ineligible
• to provide false or misleading information
• not to copy the application to all relevant parties within seven days
• not to withdraw the application if the business becomes ineligible to be struck off

If convicted before a magistrate's court, this could lead to a fine of £5,000, or an unlimited fine if convicted by a jury. If the LLP's designated members or company directors fail to give copies of the application to all relevant people, and they do so with the intent of concealing the application, they could be fined, and imprisoned for up to seven years.

Making a voluntary application for strike-off

For a voluntary strike-off of limited company registration, form DS01 must be completed, and signed and dated by:

• the sole director, if there is only one
• both directors, if there are only two
• all, or the majority of directors, if there are more than two

The form must be sent with the appropriate fee, stated on the form, to Companies House in Cardiff, Edinburgh or Belfast depending on where your business is registered.

Download form DS01 from the Companies House website (PDF, 349K).

If you are making a voluntary application for strike-off of an LLP, you must complete form LL DS01. It must also be signed and dated by:

• the majority of members
• both members if there are only two
• the remaining member if there is only one

Download form LL DS01 from the Companies House website (PDF, 329K).

What Companies House does

Companies House will review the form and, if it is acceptable, register the information on the public record for your company or LLP. They will also send an acknowledgment to the address shown on the form and the registered office address of the business. The registrar will publish notice of the proposed striking-off in the relevant Gazette to allow interested parties the opportunity to object. The Gazette is the official public record in the UK. You can browse recent and archive strike-off proposal notices on the Gazette website.

If there is no reason for delay, the registrar will strike the business off the register not less than three months after the date of the notice. Your company or LLP will then be dissolved on publication of a further notice in the Gazette.