Company dissolution is a voluntary procedure and avoids the costs of liquidation, fees and expenses. It is a quick and clean removal of a dormant company from the company's register. It will avoid any formal investigation which may take place to administrate the directors as required in liquidation or receivership. However, striking-off is only applicable to a private company if, in the past three months, it has not:

• traded or otherwise carried on business;
• disposed for value of property or rights that, immediately before ceasing to be in business or trade, it held for disposal or gain in the normal course of that business or trade; or
• engaged in any other activity except one necessary or expedient for making a striking-off application, settling the company's affairs or meeting a statutory requirement. A company can, however, apply if it has settled trading or business debts in the previous three months.

For a reasonable fee we can conduct this procedure for the company if the conditions mentioned above are all met.

Please note: from the date of dissolution, any assets held by a dissolved company will belong to the Crown. The company’s bank account will be frozen and any credit balance in the account will be passed to the Crown.

Limited company dissolution:

The simplest and cheapest method for a closing down a private limited company which is not trading is to apply for it to be struck off the register of companies. This is quite a common situation that usually arises when directors of the company want to retire or when the owner/sole director wishes to return to PAYE or self employed status. If you have a limited company that is undergoing insolvency proceedings, or that is likely to do so, cannot apply.

How do you dissolve a private limited company?

It is crucial that you must check with the main stakeholders of the company such as its creditors, employees or investors before applying for your company to be struck off. The correct procedure to dissolve a company is to fill out and return Form 652a to Companies House along with a small fee. Copies of the form asking for dissolution must be given to the following groups within 10 days of the application being submitted: members, creditors, employees, managers or trustees, and directors who have not signed the form. However the company does not have to go through insolvency proceedings before being dissolved, if the Registrar has reason to believe that a company is not carrying on business or is not in operation, its name may be struck off the register and dissolved without going through liquidation. A private company that is not trading may apply to the Registrar.

Who can apply to have a company struck off the Register?

A private company that is not trading may apply to the Registrar to be struck off the register. It can do this if the company is no longer needed. For example, the active directors may wish to retire and there is no-one to take over from them; or it is a subsidiary whose name is no longer needed; or it was set up to exploit an idea that turned out not to be feasible. The procedure is not an alternative to formal insolvency proceedings where these are appropriate, as creditors are likely to prevent the striking off. Even if the company is struck off and dissolved, creditors and others could apply for it to be restored to the register.

Who can apply to have a company struck off the Register?

A private company that is not trading may apply to the Registrar to be struck off the register. It can do this if the company is no longer needed. For example, the active directors may wish to retire and there is no-one to take over from them; or it is a subsidiary whose name is no longer needed; or it was set up to exploit an idea that turned out not to be feasible. The procedure is not an alternative to formal insolvency proceedings where these are appropriate, as creditors are likely to prevent the striking off. Even if the company is struck off and dissolved, creditors and others could apply for it to be restored to the register.

A private company can apply to be struck off if, in the previous three months, it has not: traded or otherwise carried on business. Changed its name. For value, disposed of property or rights that, immediately before it ceased to be in business or trade, it held for disposal or gain in the normal course of its business or trade (for example, a company in business to sell apples could not continue selling apples during that three-month period but it could sell the truck it once used to deliver the apples or the warehouse where they were stored).

Or, engaged in any other activity except one necessary or expedient for making a striking-off application, settling the company's affairs or meeting a statutory requirement (for example, a company may seek professional advice on the application, pay the costs of copying the Form 652a, etc). However, a company can apply for striking off if it has settled trading or business debts in the previous three months.

A company cannot apply to be struck of if it is the subject, or proposed subject, of: any insolvency proceedings (such as liquidation, including where a petition has been presented but has not yet been dealt with); or a Section 425 scheme (that is a compromise or arrangement between a company and its creditors or members).

What happens when the registrar accepts a form 652A application?

The Registrar will advertise and invite objections to the proposed striking-off in the London Gazette. The Registrar will strike the company off the register not less than three months after the date of this notice if he sees no reason to do otherwise and the application has not been withdrawn. The company will be dissolved when the Registrar publishes a notice to that effect in the Gazette.


The Registrar cannot restore a company to the register without a Court Order. When the Registrar receives an office copy of the Court Order for restoration, a company is regarded as having continued in existence as if it had not been struck off and dissolved.

Who can apply to have a company restored to the Register?

This will depend on the provision under which the company was dissolved. There are 3 possibilities:

(a) Section 652 of the Companies Act 1985

• for companies struck off following a Form 652a application (at the company's own request)any of the parties who must be notified of the application can apply to the Court within 20 years of the date of dissolution for the name of the company to be restored to the Register. The Secretary of State may apply to the Court for restoration if this is justified in the public interest. The Court may order restoration if it is satisfied that:
• the person was not given a copy of the company's application;
• the company's application involved a breach of the conditions of the application; or
• for some other reason it is just to do so.

for companies struck off at the instigation of the Registrar:

• the company, or a member or creditor of it can apply to the Court for restoration within 20 years of the date of dissolution. When a company applies for its own restoration, a member of the company must also be joined in the proceedings so as to be responsible for the costs of the Registrar of Companies and if appropriate to give the required undertakings to the court.
• In these circumstances the order sought will be under section 653 of the companies Act 1985.

(b) Section 201/205 of the Insolvency Act 1986

• Where a company is dissolved the liquidator or any other interested party, such as a creditor, can apply to the Court for the dissolution to be declared void. In most cases the application must be made within 2 years of the date of dissolution. Section 141 of the Companies Act 1989 amended Section 651 of the Companies Act 1985 to extend the 2 year time limit for making applications under that section if the purpose is to bring proceedings against a company for:
• damages for personal injuries including any sum under Section 1(2)(c) of the Law Reform (Miscellaneous Provisions) Act 1934 (funeral expenses); or
• damages under the Fatal Accidents Act 1976 or the Damages (Scotland) Act 1976.

(c) After the making of an Administration Order

Section 8 of the Insolvency Act 1986, as amended by Section 248 of the Enterprise Act 2002 Schedule B1 paragraph 84, provides that where an administrator considers that a company has no property that will permit a distribution he can give notice to that effect to the Registrar of Companies. On the expiry of 3 months from the date of registration of the notice the company is deemed to be dissolved. In case of (b) and (c) the order sought will be under section 651 of the companies Act 1985.

How do I make the Application?

The application is made by completing a Claim Form under Part 8 of the Civil Procedure Rules 1998. This is the standard form that starts the proceedings and should be sent to the relevant -Court (see below) for issue. The Court fee for issuing the Claim Form should be made payable to Her Majesty’s Court Service.

What evidence will I need? You will need to file with the Court:

1. An Affidavit or Witness Statement, in support of the Claim Form. A copy must also be served on the Registrar of Companies. The Affidavit or Witness Statement should contain the following information:
2. Full particulars of the interest of the person swearing the Affidavit/ signing the Witness Statement
3. The date of incorporation of the Company and under which Act, the Certificate of Incorporation should be exhibited
4. The address of the registered office of the company
5. The objects of the Company, the Memorandum and Articles of Association should be exhibited
6. The share capital of the Company, both authorised and issued, and, if a member makes the application, the number of shares held by that member.
7. The names of the officers, (director(s) and secretary) of the company
8. A full explanation of the reasons why the name of the Company was struck off the Register of Companies
9. The date on which the Registrar of Companies struck the name of the Company off the Register and the date on which notice thereof was published by him in the "London Gazette"
10. If the application is by a member, that the Company is solvent and carrying on business, if that is the case
11. Alternatively that the sole reason for seeking restoration is to recover the funds in a company bank account, transfer a property registered in the name of the company etc
12. Any other information that explains the reason for the application

Where do I apply for a court order for restoration?

Apply to the High Court by completing a claim form (this is the standard form that starts proceedings). The Registrar of the Companies Court in London usually hears restoration cases in chambers once a week on Friday afternoons. Cases are also heard at the District Registries. Alternatively, an application can be made to a County Court that has the authority to wind up the company.

What happens when the Order has been made?

An office copy of the order, with an original Court seal, must be delivered to the Registrar by the Claimant. A company is regarded as being restored when the order is delivered to the Registrar. In the case of a restoration Order the company is then regarded as having continued in existence as if it had not been struck off and dissolved

How to Restore a Company:

The Registrar of the Companies can strike off a company if he has reasonable cause to do so under the section 652 of the companies act. A company can be defunct if annual return and accounts are not filed on time, alternatively, a company may be struck off the Companies Register on an application for voluntary striking off by the Directors. In the first case there's a strike off procedure:

1. Sending a series of warnings to the company's registered office.
2. If there is not reply then a notice will be published in the London Gazette for three months.
3. Finally the name of the company will be struck off the companies Register and the company will be dissolved.

It is common that most of the companies fail to notify the Registrar of a change of the registered office so as result they being dissolved without their knowledge.

Consequently the company's assets will be bona vacantia (and will belong to the Crown, the Duchy of Lancaster or the Duchy of Cornwall depending on the location of the company's registered office) and its bank account will be frozen.

In order to recover its assets and continue trading the company must be restored to the Companies Register.

The company or any member or creditor may apply to the court for restoration if the company was struck off at the instigation of the Registrar of Companies. If the company was struck off on the application for voluntary striking off by the Directors, any of the parties who must be notified of the application for voluntary striking off, e.g. the members, existing and prospective creditors, employees, managers or trustees of any employee pension fund and any Directors who have not signed the application form for striking off, may apply to the court for restoration.

Steps to Restore a Company:

1. We need to fill a claim form and send it or take it on hand with the affidavit to the Royal Court.
2. They will then seal the claim form for us.
3. We will send the claim form sealed plus the affidavit to the Companies House.
4. The Companies House will then inform the Treasure solicitor who act on their behalf.
5. He will get in touch with us asking additional requirements if necessary.
6. We send the additional requirements to the Companies House and they will then inform the solicitor that they got everything they needed from us.
7. Then the treasure solicitor will send us the Court order.
8. We will need to take the Court order to the court and let them seal it.
9. As last step, we send the court order to the Companies House and the company will be restored.