Strike off and dissolve a limited company (DS01)

Keeping a company dormant leaves it on the register. It normally still needs annual accounts and a confirmation statement, and HMRC dormancy is a separate matter.

Strike-off is an application to close an eligible company permanently, after the statutory notices and waiting period. If the company may trade again, consider keeping it dormant instead. Neither route removes debts or outstanding tax obligations.

See also: File dormant accounts · Tell HMRC the company is dormant · Company closure options

Voluntary strike off is only open to companies that meet all of the Companies House conditions. Check each one before you apply. If any is not met, you may need a different route, such as a members' or creditors' voluntary liquidation.

• The company has not traded or sold off any stock in the last 3 months.
• The company has not changed its name in the last 3 months.
• In the last 3 months it has not disposed for gain of property or rights it held for sale in its normal business, or done anything other than what is needed to close down, apply for strike off or meet a legal requirement.
• The company is not threatened with liquidation and has no insolvency proceedings running.
• The company has no agreement with creditors, such as a Company Voluntary Arrangement (CVA).

Voluntary strike off is not instant, and the company is not dissolved on the day you apply. Most of the time is the Gazette notice period, which gives anyone with an interest, such as a creditor, the chance to object. These are the steps GOV.UK sets out, in order.

1. Check the company meets every condition in the eligibility checklist above.
2. Close the company down and deal with its final tax, as set out in the next two sections.
3. A majority of the directors sign the DS01 application and the Companies House fee is paid.
4. Within 7 days, send a copy of the application to everyone who must be told (listed under who must sign the DS01 and who you must tell).
5. Companies House checks the form is filled in properly and publishes a first notice in The Gazette.
6. If nobody objects, the company is struck off once the 2 months in the notice have passed. A second Gazette notice confirms the company has been dissolved and no longer legally exists.
7. From then on its bank accounts are frozen and you cannot send or receive money through them. Getting them back means restoring the company, which is a separate and more involved process.

See also: what a First Gazette notice means · restore a dissolved company

Companies House expects you to deal with the company's affairs before you send the DS01. Anything left in the company's name, including cash in the bank and money that arrives later, such as an HMRC refund, passes to the Crown (known as bona vacantia) unless the company is later restored.

GOV.UK says assets should be shared among the shareholders before the company is struck off. Taking assets out of the company may mean Capital Gains Tax is due. GOV.UK also says that if the amount is worth more than £25,000, it will be treated as income and Income Tax will be due. Take tax advice if you are distributing a large amount.

• Pay the company's debts, or reach agreement with creditors. Creditors can object to a strike off.
• Collect money owed to the company and close or empty its bank accounts in a planned way.
• Sell or distribute any assets you want to keep. Do not leave anything in the company's name.
• If you have staff, follow the redundancy rules and pay final wages.
• Keep business documents, such as bank statements, invoices and receipts, for 7 years after the company is struck off. Keep employers' liability insurance records too.

HMRC needs to hear from you as part of closing the company. Send final statutory accounts and a final Company Tax Return (CT600), and pay all Corporation Tax and any other tax the company owes. If the company made a loss in its final year, you may be able to claim terminal loss relief.

If the company ran a payroll, submit a final payroll return (a Full Payment Submission or Employer Payment Summary), tick 'Final submission because scheme ceased' and enter the date the PAYE scheme ceased. Pay any outstanding tax and National Insurance, and give employees a P45 on their last day.

If the company is VAT registered, cancel the registration within 30 days of stopping trading or making taxable supplies, or a penalty may be charged. You will need to submit a final VAT Return for the period up to and including the cancellation date.

See also: close a PAYE scheme · cancel VAT registration · tell HMRC the company is dormant

The application must be signed by a majority of the company's directors. With one director, that director signs. With two directors, both sign. With three, at least two sign. Each signing director signs the application itself.

Everyone on the list below must be sent a copy of the application within 7 days of applying. If someone becomes one of these people after you apply but before the application is dealt with, they must also get a copy within 7 days. Failing to send copies can lead to a fine and possible prosecution.

It is an offence to make a dishonest application. Only apply if every statement on the form is true.

• Members (usually the shareholders).
• Creditors, including HMRC if the company owes tax.
• Employees.
• Managers or trustees of any employee pension fund.
• Any directors who did not sign the application.

Companies House's online Close a company service asks for the company number, the company authentication code and an email address for each person signing the application. Our form asks for the code too.

• The company authentication code.
• The names of the directors who will approve and sign the application: a majority of the current directors.
• An email address for each director who will sign.
• Confirmation that the company meets the eligibility conditions and has been closed down, as set out above.

You must withdraw the application if the company stops being eligible before it is dissolved. For example, it starts trading again or becomes insolvent. You can also withdraw if you change your mind, as long as the company is still on the register.

You can withdraw online or on paper using form DS02. Only one director needs to sign the withdrawal. Our cancel strike off service can help with this.

Our form asks the DS01 eligibility questions one by one, asks you to confirm that the company's assets, bank accounts, debts and final tax have been dealt with, and records which directors will approve the application. Choosing names does not complete the official director approvals. Supply each selected director’s actual email and genuine approval instructions; we check the complete package before payment. Paper cases stay in separate review: the current DS01 v9 uses forenames, surnames and authentication dates. We review your answers and prepare the strike off application for the required director approvals.

We do not give insolvency, tax or legal advice, and we cannot make Companies House accept an application. Sending copies to shareholders, creditors and others is your responsibility, as is closing the company's HMRC accounts.

See also: strike off costs: doing it yourself, SimpleFilings or an agent