A company can apply to Companies House for voluntary dissolution or striking off when it is no longer needed. To be eligible, the company can’t have changed its name, traded or otherwise carried on business (although disposing of assets is permissible) in the three months before it submits the application. To take advantage of voluntary striking off, the company must be free of any debts prior to application, as this is not an alternative to formal insolvency proceedings and creditors can object to the dissolution or apply for the company to be restored to the register at a later date.
Directors and shareholders of a company should be aware that upon dissolution of a company, any assets still in the company as well as any unpaid share capital become bona vacantia, i.e. have no owner and are therefore property of the Crown. The Treasury Solicitor is legally entitled to call for the company’s shareholders to make payment for any unpaid share capital, but this is only likely to be a danger where this is a significant sum. To avoid this, we recommend carrying out a reduction in share capital before dissolution if unpaid share capital is more than £500.
As company secretary, London Registrars will:
- ensure that the company is eligible for dissolution
- preparing the appropriate board resolution to approve the dissolution
- review the share capital and, if a reduction is recommended, draft a special resolution for reduction of capital to bring down the capital to £1, draft a statement of solvency and an accompanying statement from the directors, register the above resolution and statement with Companies House
- advise you who needs to be informed of the application to dissolve the company
- complete and file the relevant forms at Companies House
- keep you informed of progress during the 3-4 month period between the application and the final strike-off date.
For more information and a quote about your company dissolution please contact us.