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Companies at risk of being struck-off - Do not be part of 171,169 dissolved UK companies. Not knowing is not a defence.

 

According to Government statistics, between January and May 2021, 171,169 UK companies have been dissolved and removed from the Register. The number of dissolutions increased by 34,191 (25.0%) compared to the last quarter of 2020. Furthermore, by the end of March 2021, there are 299,799 companies in the course of dissolution or liquidation in the UK.

The numbers above also include companies that we compulsory struck off the Companies Register. This process is also known as Compulsory Strike Off.

A Compulsory Strike Off happens when Companies House has reasonable grounds to believe that a limited company is no longer trading.

Once a limited company has been removed from the Register, it will cease to exist as a business entity.

Companies House may start the process of compulsory strike-off for reasons of non-compliance. Common examples include:

· Failing to submit your annual confirmation statement (Form CS01);

· Failing to file accounts on time;

· Failing to notify Company House about a change to your official registered office address.

It is essential for director(s) to act and not to allow the company to be struck off. That is because the director(s) will not claim redundancy pay and other entitlements. They can also face director disqualification and personal liability issues.

Compulsory Strike off Process:

Firstly, Companies House sends at least two formal letters of non-compliance. It is crucial to keep the registered address up to date to avoid missing these communications.

Suppose Companies House receives no reply to its letters. In that case, it will then publish a first ‘strike off notice’ in the Gazette, which is the official journal of public record (also known as the ‘First Gazette Notice for Company Strike Off’). The notice declares that the company will be struck off the Register in two months unless there are objections from company directors, shareholders, creditors or suppliers.

There are a number of serious consequences of Compulsory Strike Off:

· The company no longer exists as a legal entity;

· Company’s assets (including cash) will automatically transfer to the Crown (become ‘bona vacantia’);

· The company cannot secure the finances needed;

· Relationship with customers and suppliers can be undermined;

· Director(s) may face disqualification due to wrongful trading;

· If the company continues trading after being struck off, director(s) and shareholder(s) do not have limited liability and will be personally liable for any debt.

Suspension applications to Companies House should be sent to object/prevent compulsory strike-off. If applicable, missing accounts and/or confirmation statements will be required.

If the company is struck off, the creditor(s) have to write off the owed money as a bad debt. Alternatively, a creditor can resurrect the company via a court order, which can be costly. The company will be reinstated and go through formal liquidation proceedings. A lengthy investigation into the running of the company may be undertaken, exposing potential wrongdoing leading to director disqualifications and personal liability.

If you are a director, shareholder, or creditor of a company which has been served its First Gazette Notice or has been struck off the Register and would like assistance or advice, please feel free to contact De Jure Chambers on 01223 643580 or by email at This email address is being protected from spambots. You need JavaScript enabled to view it.. and we will be happy to help.

Roman Egorov (author).

De Jure Chambers can be contacted on 01223 643580 or by email at This email address is being protected from spambots. You need JavaScript enabled to view it..

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Ministry of Justice

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