Expert guidance on closing your UK limited company legally and efficiently through voluntary dissolution (strike off). Understand the process, protect yourself from personal liability, and explore alternatives.
Complete DS01 dissolution guide
Avoid personal liability risks
Understand HMRC requirements
MVL & other options explored
Company dissolution (also known as voluntary strike off) is the formal process of closing a solvent limited company and removing it from the Companies House register. It's different from liquidation and has specific legal requirements.
A voluntary strike off removes your company from the Companies House register, effectively ceasing its existence as a legal entity.
Company dissolution is appropriate for businesses that have ceased trading and want to formally close without complications.
Your company must meet specific eligibility criteria before applying for voluntary dissolution or strike off.
Dissolving a company with outstanding debts is illegal and can result in serious personal consequences for directors, including:
Follow this comprehensive guide to dissolve your company properly and avoid legal pitfalls. Each step is critical to ensure full compliance with UK law.
Before proceeding, ensure your company meets all the legal requirements for voluntary dissolution. This is the most critical step.
You must clear all company debts, liabilities, and obligations before dissolution. This includes settling accounts with creditors, HMRC, employees, and suppliers.
All directors must agree to the dissolution. If there are multiple directors, the majority must consent, and you must inform any who disagree within 7 days.
The DS01 form is the official application to strike off your company. Complete it accurately and submit it to Companies House with the £10 fee.
Information Needed:
Submission Details:
Within 7 days of submitting the DS01, you must notify everyone with an interest in the company about the dissolution application.
Failure to notify interested parties is a criminal offense and can result in significant fines for each director.
Companies House will publish a notice in the Gazette. There's a 2-month objection period where creditors, shareholders, or HMRC can object to the dissolution.
Week 1-2
Companies House processes application and publishes Gazette notice
Month 1-2
2-month objection period for interested parties to raise concerns
Month 3+
If no objections, company is struck off and dissolved
Our experts can guide you through every step of the dissolution process, ensuring full compliance and protecting you from personal liability.
While dissolution is the cheapest option, it may not be the best choice for your company. Consider these alternatives that could save you money, protect directors, or provide better outcomes.
A tax-efficient way to close a solvent company with retained profits or valuable assets. Typically saves thousands in tax compared to dissolution.
Example: A company with retained profits could save significant amounts in tax using MVL instead of dissolution.
If your company has debts but is worth saving, a CVA allows you to restructure debts and continue trading. Perfect for viable businesses facing temporary cash flow issues.
Success Rate: 75% of CVAs successfully complete when properly structured, allowing businesses to emerge debt-free.
For insolvent companies with debts, CVL is the proper legal route. Directors are protected when they act responsibly, and creditors are treated fairly.
Warning: If you dissolve an insolvent company instead of using CVL, directors can face severe personal consequences.
Formal insolvency procedure that protects the company from creditor action while a rescue plan is implemented. Often used for larger businesses with rescue potential.
| Option | Best For | Cost | Time | Tax Benefits |
|---|---|---|---|---|
| Dissolution | Dormant companies with no assets/debts | Minimal | 2-3 months | None |
| MVL | Solvent companies with profits/assets | Professional fees apply | 6-12 weeks | Excellent (10% CGT) |
| CVA | Viable businesses with debt problems | Professional fees apply | 3-5 years | N/A (Rescue) |
| CVL | Insolvent companies | Professional fees apply | 6-12 months | N/A (Closure) |
| Administration | Larger businesses needing rescue | Professional fees apply | Variable | N/A (Rescue) |
Use our free assessment tools or speak with an expert to find the most cost-effective and legally compliant solution for your situation.
Understanding the serious personal risks directors face when dissolving a company improperly. Ignorance is not a defense in law.
Directors can be held personally liable for company debts if they dissolve an insolvent company or act improperly.
Improper conduct during dissolution can result in being banned from being a company director for 2-15 years.
Deliberately dissolving a company to avoid paying creditors is fraud and can result in criminal charges.
Liquidators can pursue misfeasance claims against directors who breached their duties before or during dissolution.
Dissolution doesn't cancel personal guarantees. You remain liable for any debts you personally guaranteed.
HMRC can object to dissolution and pursue directors personally for unpaid tax debts, even after company closure.
Don't risk your personal assets, career, or freedom. Get professional advice before dissolving your company to ensure you're fully protected and compliant with the law.
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Get answers to the most frequently asked questions about company dissolution, strike off procedures, and director responsibilities in the UK.
Every company situation is unique. Get personalized answers from our experts who have helped thousands of directors navigate company closure successfully.
Explore our comprehensive guides and tools to help you make informed decisions about closing your company properly and protecting your interests.
Comprehensive guides to protect yourself from personal liability and legal consequences during company closure.
Understand all your options for closing a company - from tax-efficient MVL to formal liquidation procedures.
Before closing, explore options to rescue your business and avoid liquidation altogether.
Solutions for companies struggling with debt before closure
Evaluate your situation with our interactive calculators
Company dissolution, also known as voluntary strike off, is the process of formally closing a UK limited company and removing it from the Companies House register. While it's the simplest way to close a solvent company with minimal fees, directors must understand the serious legal implications and eligibility requirements before proceeding.
Many UK business owners confuse company dissolution with liquidation, but they are fundamentally different procedures with distinct legal and financial implications:
Company dissolution is a simplified administrative process suitable only for dormant or very simple solvent companies with no assets, debts, or ongoing business activities. The company is simply struck off the register after a 2-3 month objection period. There's no formal distribution of assets, no appointed liquidator, and no tax advantages.
Liquidation is a formal insolvency procedure where a licensed insolvency practitioner (IP) oversees the proper winding up of the company. There are two main types: Members' Voluntary Liquidation (MVL) for solvent companies with assets/profits, and Creditors' Voluntary Liquidation (CVL) for insolvent companies. Liquidation provides comprehensive director protection, proper asset distribution, and (in the case of MVL) significant tax advantages.
To legally dissolve a UK limited company, you must meet strict eligibility criteria under the Companies Act 2006. Your company must:
Critical Warning: Attempting to dissolve a company with outstanding debts is a serious criminal offense. Directors can face disqualification proceedings, personal liability for all company debts, misfeasance claims, and even criminal prosecution for fraud.
The DS01 form is the official application to strike off your company from the Companies House register. This form must be signed by a majority of company directors and includes a declaration that the company meets all eligibility criteria. Once submitted with the application fee, Companies House will publish a notice in the Gazette, starting the 2-month objection period. During this time, any interested party (creditors, shareholders, HMRC, employees, etc.) can object to the dissolution.
Unlike Members' Voluntary Liquidation (MVL), company dissolution offers no tax benefits. In fact, it can be significantly less tax-efficient if your company has retained profits or valuable assets:
For companies with significant retained profits, an MVL may provide substantial tax savings. Directors with company assets should always compare MVL vs dissolution with a tax advisor before proceeding.
Company directors have significant legal responsibilities when dissolving a company. These include:
Failure to meet these responsibilities can result in personal liability, director disqualification (preventing you from being a director for 2-15 years), or criminal prosecution. Our Director Protection Hub provides comprehensive guidance on protecting yourself during company closure.
Company dissolution is only suitable for a narrow range of circumstances. You should NOT use dissolution if:
HMRC is one of the most frequent objectors to company dissolution. They will object if they suspect unpaid taxes, missing returns, or phoenix trading (closing a company to avoid debts, then starting a similar business). HMRC can also pursue directors personally for company tax debts even after dissolution, particularly for PAYE, VAT, and Corporation Tax arrears. Directors with any HMRC debt concerns should seek professional advice before attempting dissolution.
Phoenix trading refers to dissolving a company with debts and immediately starting a similar business, often using a similar or identical name. This practice is illegal under the Insolvency Act 1986, and directors can face severe consequences including personal liability for old company debts, director disqualification, and criminal prosecution. If you need to continue trading but your current company has debts, explore legal alternatives such as pre-pack administration instead.
While company dissolution is administratively simple, the legal and financial implications are complex. Before proceeding, directors should seek professional advice to:
Tenable Business Support offers free consultations for directors considering company dissolution. With over 60 years of combined experience, our experts can assess your situation, recommend the most appropriate closure method, and ensure you're fully protected throughout the process. Use our free assessment tool to get personalized guidance on the best option for your company.
Don't risk your personal assets, career, or freedom. Our experts have helped thousands of UK directors close their companies properly and avoid costly mistakes.
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