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7.5 Dissolving a Limited Company

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To dissolve a limited company you must apply to Companies House to have your company ‘struck off’ the register.  This is carried out in a relatively straight forward process, however there are criteria that must be met before this process can begin.

The company cannot have been trading (or selling off any stock) within the three months running up to an application to dissolved.  The name of the organisation cannot have been changed in the prior three months and the company cannot currently be at risk of liquidation. The company also must not have any current agreements with creditors. If you company does not meet these requirements you will have to voluntarily liquidate your company instead.
Before you can strike off your company you must close down the business legally.  In order to do this you must:

  • Make HRMC aware of you plans to dissolve
  • Inform any interested parties of the plans
  • Deal with any assets or accounts held in the name of the Limited Company

If you have employees then you must make employees aware and ensure that they are treated properly.  You will also need to inform HRMC that you will no longer be employing people and that you will no longer be paying PAYE or NI contributions.

You do not need to make a final annual return to Companies House however if you are registered with HRMC you must sent final statutory accounts and a Company Tax Return.

What you need to send to Companies House

  1. Complete a DS01 Form guidance is available here 
  2. A cheque for £10 made payable to Companies House

Please note the CIC will not be fully dissolved until the notice is placed in the Edinburgh edition of the Gazette.  This notice will then appear in the Companies House record for the CIC which will confirm the strike off from the register

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