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 closure services can be scoped to the work required by the organisation's circumstances.

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. This is why the appropriate scope of closure support should follow the organisation's actual position. What has already been completed, what remains outstanding and how much coordination is required should be established before the relevant work is agreed, rather than assuming that every charitable company needs the same closure service.

Strike-Off Eligibility Is Not the Same as Closure Readiness

A company may satisfy some of the conditions associated with voluntary strike-off without that alone resolving the wider closure position. The company's recent activities, transactions, liabilities, assets, contracts, employees and regulatory position should still be considered before proceeding.

Establish the Position Before Choosing the Filing

The appropriate closure route should follow the facts and circumstances of the organisation. What has happened, what remains outstanding and whether voluntary strike-off is available and appropriate should be established before the relevant implementation steps are taken.

Particular Care With Remaining Charitable Assets

Remaining charitable funds or property may be subject to dissolution clauses, restrictions, trusts, permanent endowment arrangements or other conditions. The governing document and applicable charity-law requirements should be considered before assets are transferred or otherwise dealt with.

Preparation should follow the actual position. Not every organisation will have the same outstanding matters, and straightforward circumstances should not be made unnecessarily complicated. Where a matter falls outside Coddan's corporate-services scope, it should be referred to the appropriate professional adviser.

Do Not Treat DS01 as the Whole Closure Process

DS01 is the Companies House application for voluntary strike-off. It is an implementation instrument, not a complete solution for every charitable company's closure position. The organisation's affairs should be considered before deciding whether that application is appropriate.

Jurisdiction matters: this practical order is focused on a charitable company operating within the England and Wales framework. Scotland and Northern Ireland have different charity regulatory arrangements, so the applicable jurisdiction should be established before relying on a particular closure sequence.

Professional boundary: Coddan's corporate closure support does not replace specialist tax or accounting advice. Where tax computations, technical tax advice or other specialist work is required, the organisation's accountant or appropriate tax adviser should remain responsible for that work.

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.

If the Dissolution Process Has Become a Problem

This page is concerned with planned charitable-company closure and establishing the appropriate ordinary closure route. If the situation has instead become a dissolution or strike-off problem — for example, through compulsory strike-off action, an objection, an interrupted or unsuccessful application, an unresolved Companies House event, or a company that may already have been dissolved — the separate CLG Dissolution Support & Problem Solving destination should be considered rather than repeating the problem-solving work here.

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.

The objective is coordination, not unnecessary replacement. Existing professional relationships can remain in place where they continue to meet the organisation's needs and the relevant work can be coordinated appropriately.

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.

If the Dissolution Process Has Become a Problem

This page is for planned charitable-company closure and establishing the appropriate ordinary closure route. If the situation has become a dissolution or strike-off problem, including compulsory strike-off action, an objection, an interrupted or unsuccessful application, an unresolved Companies House event or a company that may already have been dissolved, the separate CLG Dissolution Support & Problem Solving destination should be considered rather than repeating that problem-solving job here.

If circumstances change: if new liabilities, objections, regulatory issues or other material circumstances emerge, the appropriate next step may need to be reconsidered rather than simply continuing with the original filing route.

The appropriate next destination should follow the organisation's actual circumstances. Closure is not assumed simply because a particular service page has been reached.

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?

DS01 preparation and filing with Companies House may form part of the agreed closure work where the company is eligible and the relevant scope has been agreed. A DS01 filing is an implementation step within the wider closure process, not a substitute for establishing whether voluntary strike-off is appropriate.

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 standard closure services 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 agreed scope of work.

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 agreed scope of work, 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?

Coddan may provide Charity Commission closure support and coordination where this falls within the agreed scope and is applicable to 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. Coddan can coordinate with an existing accountant where this forms part of the agreed scope. 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. Coddan may provide employee and payroll closure coordination where this forms part of the agreed scope and is applicable to the circumstances. 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 the standard closure service 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 contact Coddan to discuss the circumstances before proceeding and establish the appropriate closure support.