Company liquidation in the UK

The choice comes first here, and getting it wrong costs more than any deadline on this page. One route is a form and a small fee; the other is a regulated procedure with a licensed office-holder. What decides between them is what the company still holds and whether it can pay everyone in full.

The rest of our work in the country is on the United Kingdom page, and other jurisdictions are described under closing a company.

Striking the company off

• The application is made on the company's behalf by its directors, or by a majority of them.
• In the three months before it, the company must not have traded, carried on business, changed its name or disposed for value of property it held for gain in the normal course of trading.
• It cannot be made while a winding-up petition, an administration, a scheme, a voluntary arrangement or a receivership is live.
• Within 7 days a copy goes to every member, employee, creditor, director and manager or trustee of an employee pension fund.
• The registrar publishes a notice inviting anyone to show cause, and cannot strike the company off until 2 months after it.
• A second notice follows, and the company is dissolved on its publication.

Where liquidation is the route

• A majority of the directors swear that the company can pay its debts in full, with interest at the official rate, inside a stated period of at most 12 months.
• The declaration counts only if it is sworn in the 5 weeks before the winding-up resolution, or that day before it passes, and it has to carry a statement of the assets and the liabilities.
• A copy of it reaches the registrar within 15 days of the resolution.
• The resolution itself is advertised in the Gazette within 14 days.
• The liquidator has to be a person qualified to act as an insolvency practitioner.
• Once the affairs are wound up the liquidator files a final account, and the company is dissolved 3 months after it is registered.

What Companies House charges

What dissolution does not settle

Directors, officers and members stay liable as though the company were still there, and a court can still wind it up after it has gone. Property that passed to the Crown, to the Duchy of Lancaster or to the Duke of Cornwall is dealt with separately from the restoration itself, so emptying the company properly beforehand is cheaper than any of it.

Sources: the strike-off application, its conditions, the copies and the property passing to the Crown — sections 1003, 1004, 1005, 1006 and 1012 of the Companies Act 2006; the declaration of solvency, the notice of the resolution, the qualified liquidator and the dissolution — sections 84, 85, 89, 94, 201 and 230 of the Insolvency Act 1986; the fees — Companies House.