Closing a company that never invested or traded

Sometimes our plans don't work out quite how we expected or we change our mind. That's okay - Companies House recognise this and make it relatively easy to close a limited company that has never traded. The process a company goes through to close is being 'struck off the Companies House register and dissolved'.

What if your company has traded?

If there has been any business activity such as entering agreements, buying or selling goods or services, borrowing money etc, the process is likely to be more involved and you'll need to speak with one of our accountants.

Before starting

Companies House do not allow an application to strike off if at any time in the last 3 months, it has:

  1. traded 

  2. changed its name

  3. engaged in any other activity except one which is necessary for the purpose of:

    1. making an application for strike off or deciding whether to do so (for example seeking our advice or Companies House advice)

    2. concluding the affairs of the company, such as settling trading or business debts

    3. complying with any statutory requirement, such as official approval, a license, or a permit that is required by law for engaging in a certain activity for example an application for land development

    4. made a disposal for value of property or rights that, immediately before ceasing to trade or otherwise carry on business, it held for the purpose of disposal for gain in the normal course of trading or otherwise carrying on business

Full information can be found in this guide on Companies House website. 

Who must be informed and when

The directors of the company must inform anyone involved in the company of the application to dissolve within 7 days of the application being submitted to Companies House. Those that need notifying include, but are not limited to:

  1. company members, e.g. directors and shareholders

  2. creditors, e.g. banks, suppliers, advisors, guarantors

This obligation continues until the company is dissolved and it's an offence not to send notices to any relevant parties that can result in penalties.

How Companies House process the application

Companies House review the application and if it meets their requirements, will start the process of striking off by:

  1. Sending an acknowledgement to the address on the submission to confirm the application has been accepted

  2. Sending a notification to the company's registered office address - this is to prevent bogus applications

  3. Publishing a notification of the intended striking off in the appropriate Gazette - either London, Belfast or Edinburgh depending on where the company was incorporated. This allows any interested parties to raise any objections

If there are no objections to the application, your company will be struck off their register and dissolved. This process means they will strike your company off the register not less than 2 months after the date of the notice in the Gazette

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