Company Limited by Guarantee dissolution support through Coddan

When your company limited by guarantee is no longer needed, Coddan can help with the agreed preparation and Companies House strike-off application. Start with a straightforward filing service if the company’s affairs are already settled, or speak with us about a wider review where decisions, records, assets or other obligations still need attention.

A company limited by guarantee, also called a CLG or LBG company, has members rather than shareholders with shares. It is a legal organisation in its own right. Stopping activities, resigning as a director or deciding to close a club does not, by itself, end the company’s existence.

We work with the people responsible for the company to establish what they are asking us to do, prepare the documents included in the instruction and coordinate the agreed submission. Our service is available to UK and overseas customers. Tell us about charitable status, property, disputed debts or a Companies House notice at the outset.

You do not need to buy wider assistance just because it is available. Equally, a low-cost filing service is not a substitute for settling unfinished company affairs. See our existing voluntary dissolution service for the published choices, or ask Coddan before ordering if the company’s position is uncertain.

An accountable provider, with people to ask

Coddan has provided formation and business-support services since 2005. Our work with companies limited by guarantee extends beyond the incorporation certificate: company records, changes and continuing administration can also be relevant when an organisation comes to close.

That experience helps us ask practical questions. Who are the current directors and members? What do the articles say about closure? Has the company stopped operating, and does it still hold money, property or contractual rights? Within the selected service, we review the supplied information and identify missing details or matters needing separate attention.

Coddan CPM Limited is an HMRC-supervised trust or company service provider (TCSP) for anti-money-laundering purposes. Our relevant customer checks establish who is instructing us, the organisation involved and the authority to act. We may request identification, authority and other supporting information. An old formation order does not establish that the same person can give today’s closure instructions.

We are also a Companies House-registered Authorised Corporate Service Provider (ACSP). That registration concerns particular company-service and identity-verification responsibilities. It is not government endorsement, approval of a proposed closure or authority to act as an insolvency practitioner.

Customer checks are separate from the requirements of a Companies House filing. A dissolution instruction does not automatically require everyone to undergo fresh Companies House identity verification or obtain a new Personal Code. We explain any requirements applicable to the work actually instructed; we do not sell a separate verification service as a universal condition of DS01 support.

The benefit is a clear instruction and a real team to ask about the agreed work. Coddan does not replace the directors’ decisions or make a creditor’s rights disappear. If an issue needs legal, accounting, tax or insolvency advice, we identify that boundary and can coordinate with your existing adviser where agreed. Our formation-agent entrance page explains our wider role.

Strike-off and liquidation are different ways of closing a company

Voluntary strike-off is an application made on the company’s behalf by its directors to remove it from the Companies House register. It may suit a company that is no longer required, has ceased the restricted activities and has properly dealt with its affairs. It is not formal insolvency proceedings.

A company that was formed for an idea that did not proceed may have relatively little to settle. An established association may need to end subscriptions, settle contracts, deal with staff and arrange a lawful destination for funds. The same application form does not mean both companies need the same preparation.

Compulsory strike-off starts with Companies House, rather than the company’s own application. It may follow missing annual documents or other circumstances allowing the registrar to act. Ignoring letters or deliberately allowing filings to lapse is not an orderly closure service. If a notice has already been issued, show us the notice and company number before choosing voluntary dissolution.

Formal liquidation is a separate winding-up process. It can involve a solvent company or an insolvent one, with different requirements and qualified professional involvement. The choice depends on the company’s finances, assets and circumstances, not simply on which filing costs less.

If the company cannot pay debts when due, its liabilities exceed its assets, or it faces creditor action, obtain advice from a licensed insolvency practitioner or another appropriately qualified professional. Disputes, threatened proceedings and uncertain liabilities also need proper consideration. Strike-off must not be used to avoid creditors, tax or outstanding obligations.

Sometimes the company is pausing rather than ending. Keeping it may be preferable if its identity, contracts or future purpose remain useful, but accounts, confirmation statements and other applicable duties continue. We can discuss separately agreed CLG secretarial support if it will remain registered.

For an interrupted application or an existing strike-off problem, see our CLG dissolution problem-solving service. For the company decisions, records and administrative preparation, see our secretarial dissolution support. Our ordinary dissolution work does not include acting as liquidator, creditor negotiations or litigation.

Check the company’s circumstances before committing to an application

Give Coddan the registered name, company number and jurisdiction, together with the articles and an explanation of why you want to close. Tell us when activities stopped, whether the name changed recently and whether any assets have been sold. Where a wider review is instructed, we consider the supplied facts alongside the Companies House record.

During the three months before a voluntary strike-off application, the company must not have traded or carried on business, changed its name, or disposed for value of property or rights held for sale for gain in its ordinary business. For example, selling stock is different from disposing of equipment previously used by the company.

Other activity in that period must fall within the permitted exceptions: deciding upon or applying for strike-off, concluding the company’s affairs, or meeting statutory requirements. Paying outstanding debts or obtaining advice about closure is not automatically prohibited merely because it occurred within three months.

Insolvency proceedings and relevant proposed proceedings or arrangements can prevent an application. Do not rely on a description such as “inactive” or “dormant” without disclosing the actual circumstances. The detailed restrictions are explained in Companies House strike-off guidance.

Eligibility and being ready to close are different questions. A company may meet the recent-activity conditions yet still have a tax refund, lease, grant balance or incomplete company decision to address. Conversely, completing the paperwork does not make an ineligible company eligible.

Explain outstanding debts, possible claims, guarantees, court papers and arrangements with creditors or members. Include obligations that may arise later, not just invoices already received. If a material financial or legal question cannot be resolved through company administration, seek the appropriate professional advice before proceeding.

Coddan’s core filing service reviews the supplied application particulars; it is not an investigation of every aspect of the company’s affairs. A wider review, readiness work or specialist assessment must be covered by the selected service or agreed separately. We can explain that choice before you commit to work the company does not need.

Members, directors and the decisions behind closure

For a CLG, references to shareholders and share distributions can be misleading. Begin with the actual members, directors and articles. Membership records may contain information that is not apparent from a quick look at the public Companies House record.

The voluntary strike-off application must be made by a majority of the directors. If there is one director, that director can apply; if there are two, both must apply. A chairperson’s approval alone is not sufficient where it does not meet that requirement.

Consider separately the internal decision to end activities and conclude the company’s affairs. The articles, voting arrangements and proposed transactions determine whether board decisions, member approval or other consent is required. Do not assume that every CLG needs an AGM or an identical member resolution to support DS01.

Where included in the instructed preparation, Coddan can help prepare minutes or written resolutions reflecting the company’s real decisions. Directors and members provide accurate information, consider the matters requiring their approval and make those decisions themselves. A completed template cannot replace a meeting, vote or authority that was needed but never obtained.

For corporate members, establish who can represent the body and approve or receive communications on its behalf. For dispersed or overseas members and directors, consider signatures and delivery arrangements early. Being outside the UK does not remove the company’s notification obligations.

Check the articles’ dissolution provisions and restrictions on surplus money or property. A non-charitable CLG may also have binding restrictions arising from its constitution, grants, contracts or property arrangements. Membership does not itself give an entitlement to divide everything left in the company.

Dissolution does not automatically require every member to pay the guarantee. The guarantee is an undertaking applicable in the relevant winding-up circumstances, not a standard closing fee or an automatic payment to Coddan. It is also separate from a personal guarantee given to a lender or landlord. Questions about liability under a guarantee should be referred for appropriate advice.

Finish the company’s affairs, not just its Companies House form

Before applying, identify who will deal with each outstanding matter. You can continue using your accountant and other advisers. Coddan can coordinate the corporate administration included in your service without requiring you to move all the company’s professional work to us.

Where the company has been active, final statutory accounts and a Company Tax Return may need to be sent to HMRC. The ordinary strike-off guidance does not require final closure accounts to be filed with Companies House, but existing overdue filings and notices still need consideration. Your accountant can establish the periods, returns and payments that actually apply.

Tell HMRC about stopping employment where applicable, complete the relevant final payroll reporting, and address VAT cancellation and final returns if registered. Obtain tax advice where treatment is uncertain. Charitable status does not automatically remove every tax, payroll or reporting obligation.

Resolve refunds before dissolution. A bank account left open is not a safe place to wait for a tax repayment after the company has ceased to exist. Also check insurance, direct debits, websites, online payment accounts and any ongoing charges that may otherwise be overlooked.

For property-management and right-to-manage companies, establish what happens to management duties, service-charge funds, insurance, contracts and records before closing. Directors wishing to retire may need a handover or replacement management arrangement rather than dissolution. Substantive property and leasehold questions belong with an appropriate solicitor or specialist.

See GOV.UK’s preparation guidance. Preparation described here is not a list of automatic Coddan inclusions: the accepted order must identify the review, records, filings and coordination we will undertake.

Give remaining money and property a lawful destination

A company’s assets are not limited to the balance in its main bank account. Check savings, payment accounts, deposits, refunds due, unpaid amounts owed to it, equipment, land, leases, intellectual property and rights under contracts. A domain name or a small forgotten account can still matter.

Decide how each asset should be dealt with before dissolution. Follow the articles, charitable restrictions where applicable, grant and donor conditions, contracts and the relevant law. Paying creditors and making a permitted transfer are different from distributing money to members simply because the company is closing.

Record the decision, recipient, amount or property involved and completion evidence. If ownership is unclear, a transfer requires legal documents, or a tax consequence is uncertain, obtain the appropriate advice. Coddan can record and coordinate agreed administrative actions; a dissolution order does not automatically include conveyancing, asset-transfer advice or handling the company’s bank account.

Bona vacantia means ownerless property. Company-owned money, property and rights remaining at dissolution generally pass to the Crown. Its bank account is frozen, and the former directors cannot carry on using the account as though the company still exists. Property the company holds on trust for someone else requires separate consideration rather than being treated automatically as its own.

The authority dealing with a remaining asset depends on the last registered office and the asset’s location. In England and Wales, the Government Legal Department generally handles these matters, with separate Duchy arrangements for Lancaster and Cornwall. Scotland uses the King’s and Lord Treasurer’s Remembrancer; Northern Ireland uses the Crown Solicitor’s Office. Cross-jurisdiction assets need particular care.

See the official dissolved-company assets guidance. These arrangements are not a free service for correcting an incomplete closure. Recovering property may require restoration or another process, with additional cost and no automatic entitlement to a simple repayment.

Check bank arrangements after lawful payments and transfers have been completed, and preserve statements and evidence. If the company already dissolved with an asset outstanding, tell us the dissolution date and what was left. Our existing restoration guide explains the separate support to consider.

A charitable CLG needs company closure and charity closure considered together

A charitable company is both a company and an organisation subject to charity-law responsibilities. Companies House dissolution, removal from a charity register and HMRC notifications are separate matters. Filing DS01 does not complete all three.

Trustees should follow the governing document, involve members where required and establish a lawful destination for charitable funds and property. Restricted donations, grants, permanent endowment, designated land and special trusts can need additional permissions or specialist advice. Remaining charitable assets are not a personal distribution to trustees or members.

England and Wales

Follow the Charity Commission’s charity closure guidance. Establish whether the constitution or proposed asset treatment requires Commission authority or another consent before acting. A charitable company must complete its applicable company-law closure; then tell the Commission it has closed so the charity register can be updated. Retain the information about assets, their recipients and compliance with the governing document.

Scotland

A Scottish charitable company must obtain OSCR’s consent before winding up or dissolving and before distributing remaining assets. Consent is not itself Companies House dissolution. Follow its conditions and the company’s legal requirements, then provide OSCR with the required completion information within three months. See OSCR’s current closure guidance; do not substitute the England and Wales process.

Northern Ireland

A registered charity that closes must notify the Charity Commission for Northern Ireland through its closure process. Consider any required governing-document changes or asset-transfer permissions before closure, particularly with permanent endowment. The Commission’s closure notification guidance is separate from DS01 and from Scottish consent procedures.

Tell HMRC about relevant changes to the charity’s status and settle the applicable tax and reporting position. Recognition for charitable tax purposes is not the same as registration with a charity regulator.

Coddan’s charitable-company closure service offers defined preparation and coordination choices. Agreed England and Wales regulator administration must be identified in the order. For Scotland or Northern Ireland, ask us to confirm the specific work we can undertake; do not assume an English service includes local regulator representation. Legal asset transfers, specialist charity advice and tax work remain separate unless expressly agreed.

Prepare the application and give the required copies to interested parties

Once the company is eligible and ready for the instructed application, Coddan can prepare DS01 and coordinate the relevant submission. We review the supplied name, number and director/signatory details. The required directors approve the application; the accuracy of the company’s disclosed circumstances remains important right up to submission.

Companies House offers online and paper application arrangements. Its current application fee is £13 online or £18 on paper. A paper application must contain the correct company particulars, printed names, dated signatures from the required majority and the prescribed payment. A cheque must not come from the bank account of the company being struck off. See the official application instructions and fees.

The official fee and Coddan’s service charge are different. Check the existing selected package for whether the applicable filing fee is included. Do not add a second government payment solely because it is explained here. We confirm additional agreed work and charges before undertaking it.

Within seven days of applying, a copy of the application must be sent to the relevant people. This includes the members, existing and likely creditors, employees, managers or trustees of an employee pension fund, and directors who did not sign. For a CLG, the member notification is not a shareholder mailing exercise.

The duty continues until dissolution or withdrawal. A person who subsequently becomes a director, member, creditor, employee or relevant pension-fund manager or trustee must receive a copy within seven days of acquiring that position. Keep evidence of posting or delivery rather than rely on a recollection that somebody was told.

Companies House’s acknowledgement does not prove these copies have been sent. Notification guidance and actual delivery are different services. Unless the order expressly includes sending particular notices, the company and its directors remain responsible for completing the legally required notifications.

We can agree preparation of a recipient list, copies or a notification record where included in the service. Supply complete contact details and tell us about new interested parties promptly. Do not assume an online order sends a copy to everyone automatically, or that formation software provides the dissolution filing.

Follow the notices, objections and final dissolution outcome

Submitting an application is not the same as dissolving the company. Companies House examines it. If acceptable, the application is registered and a proposed strike-off notice is published in the relevant Gazette. The company still exists during that stage.

The London Gazette covers companies incorporated in England and Wales, the Edinburgh Gazette those incorporated in Scotland, and the Belfast Gazette those incorporated in Northern Ireland. For voluntary strike-off, dissolution cannot take place less than two months after the proposed notice. If there is no reason to delay, Companies House publishes a further notice and the company is dissolved.

Interested parties can object after the proposed notice is published, with supporting evidence. Unpaid creditors, HMRC or another person with a relevant claim may interrupt the process. Official guidance requires an objection to reach Companies House at least two weeks before the proposed dissolution date. See the official objection guidance.

An objection is a reason to establish what remains unresolved, not to promise another application will bypass it. Show Coddan the correspondence and supporting facts. Administrative response or problem-solving work must be within the agreed instruction; disputes and substantive creditor or legal matters may require another professional.

The application must be withdrawn immediately if the company no longer qualifies or decides not to proceed. A withdrawal can be made online or using DS02, and only one director needs to sign the withdrawal. It is possible only while the company remains registered. Read Companies House withdrawal guidance and tell us promptly about changed circumstances.

Where monitoring is included, Coddan checks the relevant public progress and records the outcome covered by your order. The core filing service must not be assumed to include continuing monitoring or every reply to an objection. Agree who will check the public record, Gazette and incoming correspondence.

Keep the registered office and official communication arrangements working until dissolution. Online ordering or sending an enquiry outside working hours is not round-the-clock staff review. Coddan cannot guarantee application acceptance, absence of objections or the date of dissolution. Official decisions and processing remain outside our control.

Agree the work clearly and leave a useful closure record

A useful closure file allows the people involved to show what was decided, submitted and completed. Depending on the agreed service, it can contain company and member decisions, the application, submission acknowledgement, notification evidence, relevant correspondence and the final Companies House and Gazette record.

Where wider support is instructed, keep the outstanding-work list and evidence of completed financial, contractual and asset arrangements alongside the company documents. The final record should not imply that Coddan completed accounting, legal or regulator work that was actually handled by the company or another adviser.

Agree who will hold the records after dissolution and how they can be accessed securely. GOV.UK guidance says other business documents, including bank statements, invoices and receipts, should be kept for seven years after strike-off. Charity, employment, property and tax records may have additional requirements; ask the relevant adviser where longer retention or special handling is needed.

A written service agreement with Coddan is available. Ask for it before work begins. It can identify the instructing party, authority, services, responsibilities and deliverables, referring to the accepted order for the agreed charges and inclusions. The agreement does not automatically extend a filing instruction into continuing administration or specialist professional advice.

For a substantially prepared company, affordable application help may be sufficient. For an organisation with unfinished decisions or records, agree the additional preparation. If it has operated and needs accounts or HMRC coordination, or holds property or charitable assets, explain that before choosing a service. Continuing monitoring must be included expressly, not inferred from the word “support”.

Tell us the company number, why it is closing, when activities stopped and what remains outstanding. Include any charity registration, property interests and official notices. You do not need to diagnose every issue before contacting us; clear facts help us explain the company-service work we can undertake.