One Closure May Involve Several Workstreams

These areas do not always arise separately. Some organisations may only require focused guidance and DS01 support, while others need structured preparation, broader closure coordination or managed oversight across several workstreams. Coddan's four closure packages are designed to reflect these different levels of need.

The key principle: a charitable company's closure should be considered from both its charitable and corporate perspectives. Bringing the company's corporate affairs to an end does not, by itself, mean that every charitable, financial or administrative matter has also been resolved.

The key principle: preparation comes before filing

A filing is not necessarily the first step in closing a charitable company. Before applying for a corporate strike-off or progressing another closure route, the company's assets, liabilities, obligations, accounts and charitable considerations should be assessed and addressed as appropriate.

Important: this workflow is a practical framework, not a universal statutory sequence. The precise steps, documents, approvals, filings and timescales depend on the company's legal structure, charitable status, financial position, assets, liabilities and individual circumstances. Some matters may need to be completed before a particular closure application can properly be made.

Charitable Closure and Corporate Dissolution Are Not the Same Thing

For a charitable Company Limited by Guarantee (CLG), bringing the organisation's charitable affairs to an appropriate conclusion and ending the company's separate legal existence are related but distinct considerations. Completing a Companies House strike-off does not, by itself, resolve every charitable, financial, tax, contractual or governance matter.

Key principle: ending the company's activities does not automatically mean that its charitable, financial, tax or corporate affairs have been fully resolved.

Before a DS01 application is prepared or submitted, the company's eligibility, recent activities, assets, liabilities and other relevant circumstances should be considered. If the company is not eligible for voluntary strike-off, another closure or formal insolvency route may need to be considered.

In practical terms: the objective is not simply to remove a company from the register. It is to ensure that the organisation's remaining affairs are properly considered and that the chosen closure route is appropriate to its circumstances.

A Simple Starting Point

If the organisation has a Companies House company number and is incorporated as a Company Limited by Guarantee, it is a company and its corporate closure needs to be considered through the appropriate Companies House framework. If it is a CIO, the closure framework is different.

Why Your Legal Structure Matters

The closure route should be based on the organisation's actual legal structure and current registration status. If you are unsure whether the organisation is a charitable company or a CIO, check its official registration details before beginning the closure process. Selecting the wrong framework can result in inappropriate filings, delays or additional administrative work.

Have a CIO rather than a charitable company? Explore Coddan's CIO information before selecting a closure route.

The Order of Actions Matters

A charitable company should not assume that it can simply stop trading and submit a strike-off application. Before a corporate closure route is pursued, its affairs should be reviewed to establish whether there are remaining assets, liabilities, creditors, contractual commitments, employees, property or unresolved regulatory matters.

Particular care may also be required when dealing with remaining charitable assets. These should not simply be distributed to members, trustees or other private parties; the applicable governing document and charity-law requirements should be considered before any transfer is made.

Is Voluntary Strike-Off the Right Route?

Some solvent charitable companies may be able to use a Companies House voluntary strike-off route once the applicable statutory conditions have been satisfied. However, strike-off is not a substitute for dealing with unresolved liabilities, undisposed assets or matters that make the route unsuitable. Where those issues exist, further work or specialist advice may be required.

Before Filing a DS01: Check That Strike-Off Is Appropriate

A charitable company cannot simply be struck off because it has stopped operating. Companies House rules impose specific conditions on voluntary strike-off, including restrictions on certain company activities during the preceding three months.

The company must also deal properly with its affairs before dissolution. In particular, remaining company assets should not simply be left in the company when it is struck off. For a charitable company, this must also be considered alongside the organisation's charitable obligations and governing document.

Why Remaining Charitable Assets Require Particular Attention

Remaining charitable funds and property should not be treated simply as surplus assets of an ordinary commercial company. The organisation's dissolution provisions, governing document, restrictions on funds and applicable charity-law requirements may determine how those assets must be applied or transferred.

Particular care may be required where the charity holds permanent endowment, designated land, special trusts, restricted funds or assets subject to specific conditions. Appropriate specialist advice or Charity Commission authority may be required depending on the circumstances.

Why This Review Matters for Trustees and Directors

Trustees and directors should not assume that a company is ready for voluntary strike-off simply because it has stopped trading or carrying out charitable activities. The company's affairs should be reviewed before the relevant application is made, and the decision to close should follow the organisation's governing arrangements and applicable legal and regulatory requirements.

You Do Not Have to Coordinate Every Closure Matter Alone

Coddan can help identify practical closure actions within the scope of the selected package and coordinate relevant administrative work with your existing accountant or other professional advisers where appropriate. Specialist legal, tax, insolvency, employment or other regulated advice should be obtained where the circumstances require specialist input.

Think of Closure as a Coordinated Exit — Not a Single Filing

A charitable company's exit may therefore involve charitable, corporate, financial and administrative workstreams. The fact that one process has been completed does not necessarily mean that every other closure obligation has also been resolved.

For example, a DS01 voluntary strike-off application relates to the company's corporate registration at Companies House. It should not be treated as a substitute for dealing with the organisation's charitable status, charitable assets or any requirements of the relevant charity regulator.

Voluntary Strike-Off Is Not a Universal Closure Solution

A charitable company should not assume that a DS01 application is automatically the correct way to end its corporate existence. The company's activities, assets, liabilities, creditors, contracts and other outstanding matters should be considered before the application is made.

Where the company has unresolved liabilities, remaining assets, disputes, insolvency concerns or other circumstances that make voluntary strike-off unsuitable, a different corporate route or specialist professional advice may be required.

One Process Does Not Automatically Complete the Other

Dealing with the company's corporate registration does not, by itself, resolve every charity-related requirement. Equally, dealing with the organisation's charitable status does not necessarily bring the company's legal existence at Companies House to an end. Where both aspects apply, they should be considered together as part of the organisation's overall closure plan.

Regulatory note: The relevant charity regulator and procedure depend on the organisation's jurisdiction and legal structure. A charitable company should therefore establish which regulatory framework applies before beginning its closure process.

Do not treat the 3-month rule as a simple waiting period

A company cannot normally apply for voluntary strike-off if, during the 3 months before the DS01 application, it has traded or carried on business, changed its name, or carried out certain prohibited disposals. Other restrictions also apply, including circumstances involving insolvency proceedings or certain arrangements with creditors.

The 3-month period is therefore an eligibility condition, not simply a guaranteed processing timetable. Activities that are necessary to conclude the company's affairs, comply with statutory requirements or make the strike-off application can be treated differently under the statutory rules. Eligibility should be checked against the company's actual activities and circumstances before DS01 is submitted.

There is also a post-application waiting period

The 3-month eligibility rules are separate from the post-application Gazette period. After the first Gazette notice is published, the company is normally not struck off until at least two months have passed, provided there is no successful objection or other reason for the process to be delayed.

The key sequence to remember

Decide to close → wind up affairs → confirm DS01 eligibility → submit DS01 → Gazette notice → company is dissolved → notify the Charity Commission.

Important: this sequence describes the practical order for a straightforward voluntary closure of a charitable company in England and Wales. Insolvency, disputed liabilities, permanent endowment, designated land, special trusts, litigation or other complex circumstances may require a different route or specialist advice.

Deal With HMRC Before the Company Disappears

This is particularly important where the company is expecting a tax repayment, VAT refund or other payment. Once the company has been dissolved, its bank account is frozen and remaining assets or future payments can pass to the Crown. In some circumstances, restoration may then be required to recover an asset or payment. :contentReference[oaicite:3]{index=3}

Your Existing Accountant Can Remain Involved

You do not normally need to appoint a new accountant simply because the company is closing. Your existing accountant can continue to handle final accounts, tax computations, Corporation Tax, VAT, PAYE and other specialist accounting work, while Coddan can coordinate the corporate closure administration and relevant Companies House or charitable closure work within the agreed package scope.

Strike-Off Is a Route — Not an Automatic Outcome

Voluntary strike-off is available only where the applicable Companies House conditions are satisfied. Before applying, the company should deal with its assets and outstanding affairs and ensure that the application is appropriate to its circumstances. Companies House also requires the relevant people and organisations to be notified after the application is made. :contentReference[oaicite:3]{index=3}

A strike-off application should therefore be treated as one stage within a wider closure process, rather than as a substitute for winding up the company's affairs.

Charitable Assets Require Particular Attention

Remaining charitable funds, property and other assets should not simply be treated as surplus assets of an ordinary commercial company. The Charity Commission requires information about what happened to the charity's assets when the charity is closed, and the organisation's governing document and applicable charity-law requirements may determine how those assets must be dealt with. :contentReference[oaicite:4]{index=4}

You Do Not Normally Need to Change Your Accountant

Coddan's closure support can work alongside your existing accountant. Your accountant can continue to handle final accounts, Corporation Tax, VAT, PAYE and other specialist accounting or tax matters, while Coddan focuses on the corporate and administrative closure work included in your selected package.

When Specialist Advice Is Required

Some circumstances require specialist professional advice before closure can safely proceed. This may include insolvency concerns, disputed liabilities, litigation, complex property, permanent endowment, designated land, special trusts, employment disputes or other regulated matters. Charity Commission guidance recommends obtaining relevant professional advice where such issues arise. :contentReference[oaicite:5]{index=5}

The level of assistance depends on your company's circumstances and the closure package selected.

Start With What Still Needs to Be Done

These packages are designed around the remaining closure work, not simply the size or age of the organisation. Before selecting a package, consider whether the company still has assets, liabilities, contracts, employees, tax matters, charitable funds or regulatory issues requiring attention.

Important before choosing a package: voluntary strike-off is not suitable for every charitable company. The company's assets, liabilities, contracts, employees, tax position, charitable restrictions and other outstanding matters should be considered before a closure route is pursued. Where specialist legal, tax, accounting, insolvency or other professional advice is required, that advice should be obtained separately.

Which Closure Package Is Right for You?

You Can Start With What You Need

You do not have to replace your existing professional advisers to use Coddan's closure services. Your accountant, solicitor, tax adviser or other specialist can remain responsible for matters within their professional remit, while Coddan provides the corporate and administrative closure support included in the selected package.

Important Scope & Professional Advice Note

These packages provide administrative closure support and coordination within the scope stated for each package. They do not, unless expressly agreed, include insolvency proceedings, litigation, disputed liabilities, specialist tax advice, complex legal disputes, complex property transactions, permanent endowment matters or other specialist professional work.

Where specialist advice is required, Coddan can work alongside your existing professional advisers. Trustees and directors remain responsible for ensuring that the company's affairs are properly addressed and that the selected closure route is appropriate to the organisation's circumstances. Regulatory authorities retain responsibility for their own decisions, approvals and register updates.

Keep the adviser who already knows your organisation

There is often no practical reason to start again with a new accountant simply because the company is closing. Your existing accountant can remain responsible for accounting and tax work, while Coddan provides the agreed corporate closure administration and coordination.

When coordination can be particularly useful

An existing accountant may already hold important financial information needed during the closure process. Coordinating with that adviser can help avoid unnecessary duplication and make it clearer which matters still need to be resolved before closure.

• Final accounts and accounting records
• Corporation Tax, VAT or PAYE matters where applicable
• Outstanding balances, payments or refunds
• Financial information required for the closure process
• Communication between the company's advisers where appropriate

A Simple Way to Choose Your Starting Point

Not Sure Which Package Is Appropriate?

You do not need to guess based solely on price. The appropriate level of support may depend on the company's current status, charitable registration, assets, liabilities, accounting position, outstanding obligations and intended closure route.

If you are uncertain, contact Coddan before ordering so that the proposed scope can be considered against the circumstances you have disclosed.

The Package Scope Is Not the Same as Specialist Professional Advice

The closure packages are structured around practical administration and coordination. They should not be interpreted as a substitute for specialist legal, tax, accounting, insolvency, employment, property or charity-law advice where the company's circumstances require professional advice of that kind.

In particular, the existence of a closure package does not mean that every outstanding issue can be resolved within that package. If a matter falls outside the agreed scope, it may need to be dealt with separately before the proposed closure route can safely or appropriately proceed.

Matters That May Require Additional Specialist Support

Unless expressly agreed otherwise, standard closure packages do not include specialist work such as insolvency proceedings, litigation, disputed liabilities, complex property matters, permanent endowment or designated-land issues, specialist tax planning, complex employment disputes or other matters requiring specialist professional advice.

Where such circumstances arise, the appropriate next step may be to obtain specialist advice, coordinate with an existing adviser or reconsider the proposed closure route before proceeding with the relevant filing.

Your Existing Professional Advisers Can Remain Involved

You do not normally need to replace an existing accountant, solicitor or other professional adviser simply because the company is closing. Coddan can work alongside your existing advisers where appropriate, with the relevant professional continuing to handle matters within their own area of expertise, such as final accounts, tax, VAT, PAYE, legal advice, insolvency advice or specialist charity-law matters.

Regulatory Decisions Remain With the Relevant Authorities

Coddan may prepare, submit or coordinate matters within the agreed service scope, but cannot guarantee the outcome or timing of a regulatory process.

Companies House, the Charity Commission, HMRC and other relevant authorities remain responsible for their own decisions, reviews, objections, registrations, filings and statutory processes.

The guiding principle: professional closure support is intended to make the process clearer, more organised and easier to coordinate. It does not remove the responsibilities of the company's trustees or directors, replace specialist professional advice where required, or guarantee that a particular closure application will be accepted.

Closure Timelines Are Not Entirely Within Your Control

A charitable company closure should be planned around the applicable statutory conditions, notification periods and authority processing stages. Starting the service does not mean that the company will be dissolved immediately.

For a voluntary Companies House strike-off, the company must satisfy the relevant eligibility requirements and comply with the notification rules. After the Gazette notice is published, the company is normally not struck off until at least the applicable two-month notice period has passed, assuming there is no reason for the process to be stopped or delayed. :contentReference[oaicite:2]{index=2}

For a Charitable Company, the Sequence Matters

For charitable companies in England and Wales, Charity Commission guidance states that the company should first be removed from the Companies House register. The Charity Commission must then be told that the company has been removed so that the charity can be removed from the charities register. :contentReference[oaicite:3]{index=3}

This means that the Companies House stage and the charity-regulator stage should be planned as a connected closure lifecycle, rather than treated as two unrelated filings.

The Process Is Not Always Linear

Some matters may need to be resolved before a filing can proceed. A query, objection or change in circumstances can also require an earlier step to be revisited. If the company becomes ineligible for voluntary strike-off, the proposed route may need to change. The actual sequence therefore depends on the company's circumstances and the requirements of the relevant authorities.

What Coddan Manages — and What It Cannot Control

Coddan can manage the agreed administrative, preparation, filing and coordination work included in your selected package. Where appropriate, Coddan can also coordinate information with your existing accountant or other professional advisers.

Coddan cannot control statutory processing times, objections, regulatory decisions or requests for additional information. Companies House, the Charity Commission, HMRC and other authorities remain responsible for their own statutory processes and decisions.

A Different Structure May Be the Better Next Step

Closing one charitable company does not automatically determine what should replace it — and in some cases, nothing needs to replace it at all. If the organisation's activities are continuing, however, the appropriate future structure will depend on its purpose, activities, governance, funding model and long-term plans. Coddan can support the relevant corporate or administrative services where appropriate, while specialist legal, accounting, tax or charity advice should be obtained where required.

Need help deciding which package is appropriate? Contact Coddan on +44 (0) 207 935 5171 or 0330 808 0089.

You can also request a consultation online to discuss your charitable company's circumstances before proceeding.

Frequently Asked Questions About Closing a Charitable Company

Closing a charitable company involves more than submitting a Companies House form. These questions cover the main corporate, charitable, financial and administrative considerations that may arise before and during closure.

Can a charitable company simply be struck off at Companies House?

Not necessarily. A charitable company may have separate corporate, charitable, financial and regulatory matters that need to be addressed before a voluntary strike-off application is appropriate. Its assets, liabilities, activities, accounting position and charity-registration status should be considered before a DS01 application is prepared and submitted.

Does Coddan include the DS01 filing?

Yes. The Charity Closure Guidance™ package includes DS01 preparation and filing with Companies House, subject to the company's circumstances and the applicable requirements. The higher packages build on this support with additional closure planning, document review and coordination.

Is closing the company the same as closing the charity?

No. A Company Limited by Guarantee is a corporate entity registered with Companies House, while a registered charity is also subject to the requirements of the relevant charity regulator. The two processes can therefore involve different notifications, decisions and administrative steps. Where an organisation is both a company and a registered charity, these matters should be considered together.

What happens to the charity's remaining assets?

Remaining assets should not simply be treated as the personal property of members, directors or trustees. Their treatment depends on the company's governing document, charitable restrictions, asset conditions and the circumstances of the closure. Asset transfers, restricted funds, permanent endowment or other complex arrangements may require specialist professional advice before any action is taken.

What happens if the company still has liabilities?

Liabilities should be identified and considered before proceeding with voluntary strike-off. Outstanding debts, disputed liabilities, guarantees, contractual obligations or potential claims may affect whether that route is appropriate. Where insolvency or other complex financial issues arise, specialist legal, accounting or insolvency advice may be required. Coddan's fixed closure packages do not include insolvency proceedings or litigation.

Do we need to change our accountant when closing the charity?

No. You can generally continue working with your existing accountant. Your accountant can remain responsible for final accounts, tax computations and specialist accounting or tax matters, while Coddan coordinates the corporate and closure administration included within the selected package.

Does HMRC need to be involved in the closure?

HMRC requirements depend on the company's activities and tax position. Final Corporation Tax, VAT, PAYE and other tax obligations may need to be addressed before the company is closed. Coddan can provide administrative coordination within the scope of the selected package, while specialist tax advice and tax computations remain with the company's accountant or appropriate tax adviser.

Can Coddan deal with the Charity Commission as well as Companies House?

The higher closure packages include varying levels of Charity Commission closure support and coordination, where applicable. The precise scope depends on the package selected and the organisation's circumstances. The Charity Commission remains responsible for its own regulatory decisions, requirements and processes.

Can Coddan coordinate with our existing accountant?

Yes. Accountant coordination is included within the higher closure packages where specified. This can help align corporate closure administration with final accounts, tax information and accounting work without requiring you to appoint a new accountant.

What if the charitable company has employees or payroll?

Employee and payroll matters should normally be addressed before the company is closed. The Complete Charitable Company Closure Management™ package includes employee and payroll closure coordination where applicable. Specialist employment, payroll or tax advice may still be required depending on the circumstances.

How long does charitable company closure take?

There is no single timeframe that applies to every charitable company. Timing depends on the company's circumstances, the completeness of the information, outstanding financial or regulatory matters and the processing times of the relevant authorities. Companies House, the Charity Commission, HMRC and other authorities control their respective regulatory processes.

What if our charitable company cannot use voluntary strike-off?

Voluntary strike-off is not appropriate for every company. Circumstances such as significant debts, disputed liabilities, litigation, unresolved claims or other complex matters may mean that a different route needs to be considered. Specialist legal, accounting or insolvency advice may be required, depending on the circumstances. Coddan can help identify when a fixed closure package may not be suitable and, where appropriate, coordinate with the organisation's existing professional advisers.

Still unsure which route applies? The appropriate closure process depends on the company's legal structure, charitable status, assets, liabilities, accounting position and remaining obligations. You can review the four closure service packages or contact Coddan to discuss the circumstances before proceeding.