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Dissolution Filings |
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 £ 200.00 | | |
 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.
The procedure is not an alternative to formal insolvency proceedings where these are appropriate, as creditors are likely to prevent the striking off.
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;
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. However, a company can apply for striking off if it has settled trading or business debts in the previous three months.
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Company Restorations |
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| £ 250.00 | | |
Restoring a struck off or dissolved limited company to the register.
Our £250.00 fee covers the Application for Company Restoration to the Register.
Late Filing Penalty is NOT included.
If your company has been dissolved, and there are assets or monies in the company's name, you will need to take prompt action to have the company restored to the Register.
On dissolution of the company any assets remaining in its name passed to the Crown.
Therefore the company's members and directors must not attempt to use any of its assets e.g. a company bank account.
Formation of a new UK limited company with the same name as the struck off or dissolved company is not an alternative to restoration of a company to the Register.
It will be a different company - a new company formation is exactly that - a new company registration - and the assets of the previously dissolved company will remain beyond your reach unless the proper procedures are followed for restoration to the Register at Companies House.
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(click here for other packages)
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| General Advantages Of Limited Liability Companies:
1. Liability is, in the vast majority of cases, strictly limited to the investments made by the shareholders.
2. Company Officers are not personally liable for their actions unless, in most instances, there is a clear and serious breach of their fiduciary duty.
3. Ironically, despite the limited liability, such entities often benefit from 'greater prestige' than their sole proprietorship or partnership counterparts. The reason is probably because such an enterprise normally requires more planning and thus is deemed more credible.
4. They often benefit from significant tax advantages. In fact, many countries around the world give exclusive tax incentives to this type of entity.
5. The rights of shareholders are normally clearly defined and protected. Promotes good record keeping.
6. Corporate taxes only become payable after the end of the financial year. This means that money that would otherwise be taxed on a monthly or quarterly basis is available to earn further money before the final payment of tax.
7. You must appoint a minimum of 1 Director.
8. Directors can be corporate bodies or private individuals.
9. A Director can be of any nationality.
10. All companies must appoint a company Secretary. A Secretary can be of any nationality.
 +44 (0) 207.748.3039
+44 (0) 800.081.1510
(0) 870.080.2320
 info@coddan.co.uk |
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Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of companies and electronic filing of UK Companies House forms. We are not able to guarantee that any such filing will be acceptable to Companies House, nor are there any contractual obligation upon us to do so. If Companies House rejects incorporation or other electronic filing, we will credit your account with a full refund and the contract between us will be made void. Companies House does not offer a cancellation facility for the incorporation of companies or the electronic filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.coddan.co.uk) are in Great British pounds.
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 UK Limited Company Dissolution:
A private company that is not trading may apply to be struck off the register of companies. This situation may arise for several reasons - for example, when directors want to retire or when the name is no longer needed. A company that is undergoing insolvency proceedings, or that is likely to do so, cannot apply. How do you dissolve a private limited company? If you have a private company and it is not trading you should be aware that the simplest and least expensive method of closing it down 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 insolvent or is likely to be insolvent you should not apply.
If you would like your company to be struck off the register it is of the utmost importance that you must check with people the main stakeholders of the company such as its creditors, employees or investors. 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.
- Do All Companies Have to Go Through Insolvency Proceedings Before Being Dissolved?
No. 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 to be struck off the register. This procedure is not an alternative to formal insolvency proceedings.
- 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 to the Directors of an Insolvent Company?
The liquidator, administrative receiver, administrator or Official Receiver has a duty to send the Secretary of State a report on the conduct of all directors who were in office in the last 3 years of the company's trading. The Secretary of State has to decide whether it is in the public interest to seek a disqualification order against a director. Examples of the most commonly reported conduct are: continuing the company's trading when the company was insolvent. Failing to keep proper accounting records. Failing to prepare and file accounts or make returns to Companies House; and failing to send in returns or pay to the Crown any tax that is due.
- What Should I Do Before Applying?
There are safeguards for those who are likely to be affected by a company's dissolution. If your company has creditors, members etc, you are advised to warn all the people listed in question 4, before applying, as any of them may object to the company being struck off. Any loose ends should be dealt with before you apply. It is also advisable to notify any other organisation or party who may have an interest in the company's affairs, otherwise they might later object to the application. Examples include local authorities, especially if the company is under any obligation involving planning permission or health and safety issues, training and enterprise councils and government agencies.
- 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. (At the time of striking-off, a letter will be issued to the contact name on Form 652a confirming the proposed date of dissolution.)
- Restoration to the Register:
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?
For companies struck off following a Form 652a application: any of the parties who must be notified of the application can apply to the Court within 20 years of dissolution for the name of the dissolved company to be restored to the register. 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. The Secretary of State may also apply to the Court for restoration if this is justified in the public interest. 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 dissolution. When a company applies for its own restoration, a member of the company must also be an applicant to give any necessary undertakings to the Court.
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 an application must be made within two years of dissolution, but it can be made at any time if its 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.
- 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.
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