How is a company struck off?
A company can be struck off the register either at the instigation of the registrar
on the ground that the company is defunct (CA 1985, sec652) or on application
by at least a majority of the directors (CA 1985, sec562A - sec652F).
At the instigation of the registrar
Under CA 1985, sec652(1) If the registrar has reasonable cause to believe that
a company is not carrying on business or in operation, he may send a letter
asking whether this is the case. The letter is usually prompted by failure to
submit accounts or annual returns to Companies House and is part of the routine
business of keeping the register in good order.
If no positive response is received from the company, a second letter is sent
recorded delivery within six weeks (sec652(2)) and, if there is still no such
response, a notice is published in the London or Edinburgh Gazette (as appropriate)
that the company will be struck off after three months unless cause is shown
to the contrary. The company may then be struck off on the publication of a
further Gazette notice to that effect.
Application by the directors
The application procedure was introduced in 1994, replacing the previous practice
under which the registrar would use the powers under sec652 at the request of
the company. The procedure applies only to private companies.
The procedure can be used if the company has not in the three months prior
to the application:
(a) traded or carried on business, or
(b) changed its name, or
(c) disposed of any business assets, or
(d) engaged in any activity other than those relating to making the application
or concluding its affairs, etc. (sec652B).
The procedure cannot be use if the company is the subject or proposed subject
of any insolvency proceedings or a scheme of arrangement: sec652B(3).
Application must be made on form 652a signed by all the directors or a majority if there are more than two. There is a fee of £10.
Within seven days after the form being sent to the registrar copies of it must be sent to all members, creditors, employees, directors who did not sign it, pension fund managers and the relevant offices of Inland Revenue, Customs and Excise (if VAT registered) and DSS. Any interested party may object to the registrar. The application may be withdrawn on form 652c.
The registrar will publish a notice in the Gazette of the proposed striking off and inviting objections. After a period of not less than three months the company will be dissolved and a further notice to that effect published in the Gazette.
Company's property
Any property belonging to the company at the time it is struck off vests in
the Crown as bona vacantia: sec654. To retrieve this property it may be necessary
to have the company restored to the register. The Treasury Solicitor may then
disclaim the property under sec656.
Restoration
The company may be restored only by order of the court under sec653. Application
may be made by any interested party and the court may order restoration within
20 years of the notice in the Gazette.
Related topics
The Companies
House website contains more information on this.
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