About the notification of interested parties
The directors who make the application must, within seven days of sending the application to the registrar, send a copy to the following persons: -
1. Members, usually the shareholders;
2. Creditors, including all contingent (existing) and prospective (likely) creditors such as banks, suppliers, former employees if the company owes them money, landlords, tenants (for example, where a bond is refundable), guarantors and personal injury claimants;
3. Also, you must notify appropriate offices of Her Majesty's Revenue and Customs (HMRC) and Department of Work and Pensions (DWP) if there are outstanding, contingent or prospective liabilities;
5. Managers or trustees of any employee pension fund; and
6. Any directors who have not signed the form.
The company's directors must also send a copy of the application to any person who, after the application has been made, becomes a director, member, creditor or employee of the company, or a manager or trustee of any employee pension fund of the company.
This must be done within seven days of the person becoming one of these. They must also send a copy of the application to any person who becomes one of the above at any time after the day the company made the application for voluntary strike-off. This obligation continues until the dissolution of the company or the withdrawal of the application.
About when you can not apply to strike a company off the register
An application for voluntary striking off can only be made by the company, and must be made on the company's behalf by its directors or a majority of them.
Sections 1004 and 1005 of the Companies Act 2006 set out the circumstances in which the company may not apply to be struck-off. For example, the company may not make an application for voluntary strike off if, at any time in the last three months, it has: -
1. Traded or otherwise carried on business;
2. Changed its name;
3. 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. 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: -
Engaged in any other activity except one, which is necessary or expedient for the purpose of: -
a) Making an application for strike off or deciding whether to do so;
b) Concluding the affairs of the company;
c) Complying with any statutory requirement.
A company cannot apply to be struck-off if it is the subject, or proposed subject, of: -
a) Any insolvency proceedings such as liquidation, including where a petition has been presented but has not yet been dealt with); or
b) A section 895 scheme (that is a compromise or arrangement between a company and its creditors or members).
However, a company can apply for strike off if it has settled trading or business debts in the previous three months.
About objections of voluntary company dissolution
Objections can be made to Companies House for reasons including: -
1. If the company has traded, changed its name or become subject to insolvency proceedings during the three-month period before the application, or afterwards;
2. If the directors have not informed interested parties;
3. If any of the declarations on the form are false;
4. If any legal action is being taken against the company;
5. If the directors have wrongfully traded or committed a tax fraud or some other offence.
About offences and penalties
It is an offence: -
1. To apply when the company is ineligible for striking-off;
2. To provide false or misleading information in, or in support of, an application;
3. Not to copy the application to all relevant parties within seven days;
4. Not to withdraw application if the company becomes ineligible.
The offences attract a fine of up to a maximum of £5,000 on summary conviction (before a magistrates' court or Sheriff Court) or an unlimited fine on indictment (before a jury).
If the directors breach the requirements to give a copy of the application to relevant parties and do so with the intention of concealing the application, they are also potentially liable to not only a fine but also up to seven years imprisonment.
Anyone convicted of these offences may also be disqualified from being a director for up to fifteen years.