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Except of an ordinary company formation, Coddan offers the range of additional services, such as private and public company dissolution, company close down and restoration of companies back to the companies registrar. UK voluntary company dissolution, striking off a company or restoring a company: the quality of the fast UK company restoration, quick voluntary company dissolution, limited companies winding-up or limited companies close down, dissolving or restoring company back to the registrar services and customers satisfaction is even more important than simple sales of services!
Excellent tailored LTD company restoration packages and LTD dissolution offers, by skillful people, for great businesses: no hidden restrictions, no hidden charges, no no hassle & no gimmicks! Everything you need for a voluntary company dissolution or a dissolved company restoration is just few minutes away!
NO ADDITIONAL CHARGES
Closing down a UK company: voluntary company dissolution is where a company applies to Companies House to be struck off and dissolved.
Company can be dissolved, the following conditions apply:
NO ADDITIONAL CHARGES
Stop the company dissolution: Companies House has powers to strike a company off the register; if Companies House started winding-up a company process, & you need to stop the dissolution and return a company back to the registrar, this option is for you!
The companies registrar can close down a company if:
+ GOVERNMENT FINES
Stop the company dissolution with its further restoration. If Companies House started a company dissolution, & you would like to stop the striking-off a company process, and return a company back to the registrar, this option is for you!
If a limited company is under the dissolution:
+ GOVERNMENT FINES
Restoration of a UK dissolved company: we will help with the administrative restoration of a company, assist with restoring a dissolved company back to the companies register.
The following services are included upon the restoration of a struck-off limited company:
While we have tried to include the majority of private company restoration requirements identified by our many years of managing the business post-incorporation needs of both UK and non-UK residents, there may be a company restoration or LTD dissolution requirements that you need in addition to these.
At Coddan we are happy to discuss any specific questions about the company struck-off assistance, or British, Scottish and Irish company dissolution requirements, no matter how complex the case is; and our considerable experience of dealing with company's close down & dissolution in the UK, USA and offshore, allow us to give the accurate advice in the majority of cases. We can help you with the winding up a private company or PLC company in the UK, voluntary LTD company liquidation in Scotland, restoring a UK company back to the companies register, assist with all stages of a dissolved company restorations requirements, we can also help you to understand how quickly you can close a limited company down, closing a non-active company, or how to close an LTD company down.
Voluntary strike-off, dissolution and restoration of your company: we can also assist with dissolution and closing of an offshore company, winding up a company in BVI, restoration of a company to the register in Belize, restoring a dissolved company (LLC and corporation) in Delaware, offshore company restoration in Seychelles, restore a dissolved company in Panama, etc. If you want a simple process with a company dissolution in the UK or offshore, or restoring a dissolved company, LLC, LLP, or a corporation back to the registrar, please call or e-mail us for the procedure requirements and costs for such services.
Companies which have been dissolved or struck off the Register and wish to be restored at a later date have two options: either an administrative restoration or restoration through a court order, with no guarantee of a successful outcome. Or, are you thinking about dissolving a limited company? Talk to Coddan Ltd first. Coddan’s expert team of professional consultants can help you to understand the legal requirements, proceedings, and advantages of pursuing a company dissolution so that you can dissolve your company without difficulty and in accordance with the law.
Coddan also ensures that client's assets remain with the client after company dissolution. However, if you are thinking of a company restoration or dissolution, and get help, and then get in touch with Coddan Ltd for expert advice. If you need an assistance with a dissolving or restoring of a company in the UK, you can also speak to our advisors between 9.30am-6.00pm Monday to Friday by telephoning + (0) 207.935.5171 or + (0) 330.808.0089 (national rates).
This article discusses the procedure for the liquidation and dissolution of private limited companies under the UK law. 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 business name is no longer needed. If you have decided that you no longer want to maintain your company & wish to have it struck-off, the registrar will not normally pursue any outstanding late filing penalties unless you restore the company to the register at a later stage.
A company that is undergoing insolvency proceedings, or that is likely to do so, cannot apply for dissolution. 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 limited 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 for voluntary dissolution.
If you would like your private company or a limited liability partnership to be struck off the Register it is of the utmost importance that you must check with people the main stockholders (shareholders/members) of the company such as its creditors, employees or investors. The correct procedure to dissolve a company is to fill out and return the dissolution form to Companies House along with a fee. Copies of the form asking for dissolution must be given to the following groups within seven days of the application being submitted: members, creditors, employees, managers or trustees, and directors who have not signed the form.
A company cannot apply to be strike off if it is the subject, or proposed subject, of: -
However, a limited company can apply for strike-off from the Register if it has settled trading or business debts in the previous three months.
When you register a new company, Companies House will pass on the details to HM Revenue & Customs (HMRC). You must also contact your own local HMRC office to let them know that your company exists. If you do not do this, you may have to pay a penalty. If you have any questions about company formation, requirements to register a company in UK, tax for limited companies, assistance with the bookkeeping, filing of annual accounts, please contact us by phone or via e-mail.
Dissolution avoids the costs of liquidation, fees and legal expenses. It is a quick and clean removal of a dormant company from the Company's Register. It will avoid any formal investigation, which may take place to administrate the directors as required in liquidation or receivership. However, striking-off is only applicable to a private company if, in the past three months, it has not: -
For the reasonable fee we can conduct the dissolution procedure for a company or an LLP, if the conditions mentioned above are all met, do not hesitate to contact us if you have any further questions.
Please note: from the date of dissolution, any assets held by a dissolved company or a limited liability partnership will belong to the Crown. The company's business bank account will be frozen and any credit balance in the account will be passed to the Crown.
The directors who make the application must, within seven days of sending the application to the Registrar, send a copy to the following persons:
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.
There are safeguards for those who are likely to be affected by a limited company's dissolution. If your private limited company has creditors, a few members etc., you should warn all of these people before applying for voluntary dissolution, as any of them may object to the company being struck-off from Registrar. You should deal with any loose ends, such as closing the corporate bank account, the transfer of any domain names before you apply for the voluntary dissolution (closing a company). Contact us to see how we can help you.
Creditors may reject the application, their permission is required to continue with a dissolution. Any shareholder, creditor or liquidator can apply to revive the company for up to twenty years of dissolution. However, they may revive the company of the following applies:
If a notice required to creditors was not given correctly or suitably. It comes to attention that company was trading during the three months period when making application to dissolve at the same period.
It comes to the attention that some fraud, misfeasance or other wrongful action was committed by the company or the directors before or during the dissolution process.
There is no assigned method, whilst a common sense concept off collecting assets and distributing them to creditors in suitable order usually suffices. If performed incorrectly can lead to a revival of the company as above and could be open for abuse. If you are in any doubt as to the application of this method please do not hesitate to contact us.
Dissolution is not considered to amount to a winding-up under the Insolvency Act. This company dissolution procedure is not an alternative to formal company insolvency proceedings where these are appropriate. Even if the limited company is closed, struck-off and dissolved, creditors & other relevant parties could apply for the company restoration back to the Companies Register to continue duties and responsibilities.
It is an offence:
Do all companies have to go Through the 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.
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 15 years.
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 the formal insolvency proceedings.
Dissolution refers to the closure of a business, often on voluntary decision of the business owner. It requires the payment of all taxes and liabilities. Liquidation refers to the complete sale of the business' assets. This may be the best option if you have no other option when business closure is imminent, such as a merger or acquiring emergency capital, or your cannot pay your debts. Call us to discuss your needs & see how we can help.
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 company restoration.
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. However, a company can apply for striking off if it has settled trading or business debts in the previous three months.
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:
What should I do before applying for a company' dissolution & close it down?
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, 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 & safety issues, training & enterprise councils and government agencies.
What happens when the registrar accepts an application to dissolve a company? The Companies' 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 Companies' 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 dissolution application form confirming the proposed date of dissolution.
Who, how & why the company' dissolution & winding down can be objected? Objections or complaints against the company dissolution must be in writing & sent to the Companies' Registrar with any supporting evidence, such as copies of invoices that may prove the company is trading. Reasons could include:
While your company was dormant, you will still have been sending accounts to Companies House each year, so your Companies House reporting dates will stay the same for annual returns and accounts. However, your company's corporation tax accounting period will begin when the company starts business activities. You can:
The Companies' Registrar can strike-off a company on his own initiative, if it is neither carrying on business nor in operation. The registrar may take this view if, for example:
Before striking a company off the Register, the Companies' Registrar is required to write two formal letters and send notice to the company's registered office to inquire whether it is still carrying on business or in operation. If he is satisfied that it is not, he will publish a notice in the relevant Gazette stating his intention to strike the company off the register unless he is shown reason not to do so.
A copy of the notice will be placed on the company's public record. If the registrar sees no reason to do otherwise, he will strike off the company not less than three months after the date of the notice. The company will be dissolved on publication of a further notice stating this in the relevant Gazette.
The Registrar strike a company and/or a limited liability partnership off the register on his own initiative, if it is neither carrying on business nor in operation. The registrar may take this view if, for example:
*/** Please bearer in mind, that we are providing a registered office address and the nominee services (nominee directors & nominee shareholders) for 12 month only, and if the customer is late with his annual payment to Coddan, we will notify the Companies House and HMRC that the registered office address does not belong to a company anymore; we will be resigning our nominee officers from the position of a nominee director and/or nominee shareholder.
After this, it's likely that, Companies House will strike a company or an LLP off the register. To avoid the situation when your business can be administratively dissolved, please be more responsible with your corporate affairs.
Before striking a company off the register, the registrar is required to write two formal letters and send notice to the company's registered office to inquire whether it is still carrying on business or in operation.
Please take upon your consideration of the following facts, if you have applied for a company or LLP formation and for the provision of registered office address from with Coddan and your company is registered on the first of August 2012, we will send you reminders about the company or LLP renewal in beginning of July 2013, then in end of July, and the final reminder usually sent at the anniversary of your registration.
If you will not respond to our notifications & not pay the renewal fee, your registered office address service will expire from the second of August 2013, and from that time our company will not be responsible to forward and further notices or correspondence to you, even, if we will receive official letters from Companies House or from the HMRC.
We are saying this, because you may receive an official letter from the Companies Registrar regarding your company dissolution. If company does not have a valid registered office address, officers or does not file the annual return, process of administrative dissolution can start within three-to-six month from the anniversary of your company incorporation date (the time when we have stopped the provision of the registered office address for your company).
If the Companies Registrar is satisfied that it is not, he will publish a notice in the relevant Gazette stating his intention to strike the company off the register unless he is shown reason not to do so.
A copy of the notice will be placed on the company's public record. If the Registrar sees no reason to do otherwise, he will strike off the company not less than three months after the date of the notice. The company will be dissolved on publication of a further notice stating this in the relevant Gazette.
If you want your limited company or limited liability partnership to remain on the Register, you must reply promptly to any formal inquiry letter from the registrar and deliver any outstanding documents. Failure to deliver the necessary documents may also result in the directors being prosecuted. If you have any further queries, please do not hesitate to contact us.
There are two ways for a company to be restored to the companies' register: the first way is by by the administrative company restoration & the second way is by a Court Order.
In the case if your limited company or an LLP has been struck-off from the register by the Companies House due to non-compliance with the annual filings (administrative dissolution) not more than six years ago, we can help you with company restoration through the process of administrative restoration. If your company has been dissolved for more than six years ago, it can only be restored by a court order.
The registrar can only restore a company if he receives a court order, unless a company is administratively restored to the register. Anyone who intends to make an application to the court for company restoration is advised to obtain independent legal advice. We can assist you not just by giving an advice; we can help you to restore a company by a court order.
Any company which is restored to the register is deemed to have continued in existence as if it had not been struck off and dissolved.
During the company restoration process, company needs to file with the Companies House all outstanding annual returns and accounts. After application for administrative restoration is submitted to the Registrar, Companies House may also issue a request for the payment of late filing fees (penalties) if a company or an LLP was overdue with the filing of annual accounts.
The Companies House can close down a limited company or limited liability partnership on his own initiative, if it is neither carrying on business nor in business activities. If you want your business entity to remain on the Register, you must reply promptly to any formal enquiries from the Registrar & provide any outstanding documents and pay penalties. Call us to discuss your needs how to restore your business entity & see how we can help.
Generally, any of the following may make an application for the restoration:
For companies struck-off any of the parties who must be notified of the application can apply to the court within twenty years of dissolution for the name of the dissolved company to be restored to back to the register. The court may order a company restoration if it is satisfied that:
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 of Companies: the company, or a member or creditor of it, can apply to the court for restoration within twenty 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.
Contrary to popular myth the 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.