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A company or limited liability partnership (LLP) may apply to be struck off the Companies House register for a variety of reasons. For example, the owners of the company may wish to retire and there is no one to take over from them, the company may be a non-trading subsidiary of a larger group, or the sole product of the company may no longer have a market.

When a company or LLP can apply to be struck off

A company or LLP can only apply to be struck off if it has paid all of its trading or business debts in the previous three months. Registered companies cannot apply to be struck off the register if, in the last three months, they have:

• traded or in any other way carried on business
• changed names
• sold any property or rights owned by the business that it previously sold when doing business - eg a business that sold furniture could sell a delivery van or the machinery used to make it, but not the furniture itself

A company or LLP cannot apply to be struck off if:

• there are any insolvency proceedings such as liquidation, including those which have been presented but not dealt with
• there are arrangements between the business and its creditors or members

It is an offence:

• to apply for striking-off when the business is ineligible
• to provide false or misleading information
• not to copy the application to all relevant parties within seven days
• not to withdraw the application if the business becomes ineligible to be struck off

If convicted before a magistrate's court, this could lead to a fine of 拢5,000, or an unlimited fine if convicted by a jury. If the LLP's designated members or company directors fail to give copies of the application to all relevant people, and they do so with the intent of concealing the application, they could be fined, and imprisoned for up to seven years.

Making a voluntary application for strike-off

For a voluntary strike-off of limited company registration, form DS01 must be completed, and signed and dated by:

• the sole director, if there is only one
• both directors, if there are only two
• all, or the majority of directors, if there are more than two

The form must be sent with the appropriate fee, stated on the form, to Companies House in Cardiff, Edinburgh or Belfast depending on where your business is registered.

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If you are making a voluntary application for strike-off of an LLP, you must complete form LL DS01. It must also be signed and dated by:

• the majority of members
• both members if there are only two
• the remaining member if there is only one

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What Companies House does

Companies House will review the form and, if it is acceptable, register the information on the public record for your company or LLP. They will also send an acknowledgment to the address shown on the form and the registered office address of the business. The registrar will publish notice of the proposed striking-off in the relevant Gazette to allow interested parties the opportunity to object. The Gazette is the official public record in the UK. You can .

If there is no reason for delay, the registrar will strike the business off the register not less than three months after the date of the notice. Your company or LLP will then be dissolved on publication of a further notice in the Gazette.

The people who need to be informed of an application for voluntary striking-off are known as 'interested parties'.

Within seven days of a voluntary striking-off application, the directors or members who make the application must send a copy to the interested parties:

• employees
• creditors, including all existing and prospective ones, such as banks, suppliers, former employees if the company or limited liability partnership (LLP) owes them money, landlords, tenants, guarantors and personal injury claimants
• government departments - such as HM Revenue & Customs and the Department for the Economy - if there are outstanding or potential liabilities
• managers or trustees of any employee pension fund

In addition, limited companies must inform their members - usually the shareholders, and any directors who have not signed the application. LLPs must inform all members of the LLP.

You must send a copy within seven days to anyone who subsequently becomes a director, member, creditor or employee of the company or LLP, or a manager or trustee of any employee pension fund of the company or LLP.

How to inform relevant people

A copy of the application can be sent to:

• the last known address for an individual
• the main or registered address of a company or LLP
• the main place with which the company or LLP did business

Objections

Any interested party can object to a voluntary application for striking-off. Objections should be made in writing and sent to the registrar with 91香蕉黄色视频ing evidence, such as copies of invoices showing that the business is still trading. An objection might be made because:

• the business has become ineligible, eg because it has traded, changed its name or become subject to insolvency proceedings
• the directors have not told interested parties
• some or all of the declarations on the form are false
• some form of action is being taken or is pending to recover money owed by the business
• the directors of a company or members of an LLP have wrongfully traded or committed a tax fraud or some other offence
• other legal action is being taken against the business

Sometimes circumstances change, and your business may wish to withdraw its application to be struck off. Companies House must be told if the members of the company or limited liability partnership (LLP) change their minds, or if your business becomes ineligible because it:

• continues to trade
• changes its name
• disposes of any property or rights needed to carry on business
• becomes subject to formal insolvency proceedings or makes an application for a compromise or arrangement with creditors

Your business must also withdraw the application if it engages in any activity other than those necessary to:

• make or proceed with the striking-off application
• deal with anything needed to make or carry on with an application - eg paying office running costs and finally disposing of the office
• comply with a statutory requirement

To withdraw the application, any director of your business can complete and sign form DS02. If your business is an LLP, then a designated member may complete and sign form LL DS02.

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The registrar can strike off your registered company or limited liability partnership (LLP) if it is neither carrying on business nor in operation. This may be because, for example:

• documents which should have been filed with the registrar have not been received
• mail sent by the registrar to the registered office of the company or LLP is returned undelivered
• the company has no directors, or the LLP has no members

Before striking off, the registrar will send notice to the registered office of the company or LLP to find out whether it is still in business. If the registrar is satisfied that it is not, a notice will be published in the relevant Gazette stating the intention to strike the company or LLP off the register unless reason is given not to do so. You can .

A copy of the notice will be placed on your company's or LLP's public record, and unless there is a reason to do otherwise, the registrar will strike off the company or LLP not less than three months after the date of the notice. The company or LLP will be dissolved on publication of a further notice in the relevant Gazette.

Avoiding being struck off

If you want your company or LLP to stay on the register, you must reply promptly to any formal enquiry letter from the registrar and deliver any outstanding documents. Failure to do so may result in directors or designated members being prosecuted.

Objecting to being struck off

The registrar will take into account objections from the business and other interested parties such as creditors, and if there are good grounds, the action will be suspended until the objection is investigated.

Dealing with the assets of a dissolved business

Once a business is dissolved, any assets of the company or LLP become 'bona vacantia' - literally, 'vacant goods'. This is the technical term for property that passes to the Crown because it does not have a legal owner. This includes the company's or LLP's bank account, which will be frozen and any credit balance passed to the Crown.

Any questions about bona vacantia property, from either limited companies or LLPs, should be directed to:

The Crown Solicitor
Royal Courts of Justice
Chichester Street
Belfast
BT1 3JY

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If the court makes an order for restoration, it will deliver a copy to the registrar to restore the business, which will happen as soon as the order is received.

The general effect of restoration is that the business is deemed to have continued in existence as if it had not been dissolved or struck off the register. The court may order that the members or directors be put in the same position as they were before the company or LLP was dissolved and struck off. A notice will also be placed in the relevant Gazette.

Will a change of name be necessary?

The registrar will normally restore the business with its former name. However, if that has since been taken by another company or limited liability partnership (LLP), the business will need another name. The court order may state another name by which the business is to be restored, and on restoration, Companies House will issue a change of name certificate as if the name had been changed voluntarily.

Alternatively, the business may be restored with its registered number as its name, and the members then have 14 days in which to pass a resolution to change the name of the company or LLP. Companies must tell Companies House by sending form NM05 with a copy of the resolution and the appropriate fee. LLPs should send in a form LL NM01 and the appropriate fee.

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Costs or penalties for restoration

Where property has become bona vacantia, the court may direct that the claimant meets the costs of the Crown representative in dealing with the property during the period of dissolution or in connection with the proceedings. The court may also direct that the claimant meets the registrar's costs in connection with the proceedings for the restoration.

The company or LLP will normally have to pay any statutory penalties for late filing of accounts delivered to the registrar outside the period allowed for filing. The penalties that may be due are:

• unpaid penalties outstanding on accounts delivered late before the company or LLP was dissolved
• penalties due for accounts delivered on restoration, if the accounts were overdue at the date the company or LLP was dissolved

Appropriate filing fees must also be paid when filing outstanding documents. If there is a penalty, it will depend on how late the accounts are filed. For more information, see .

The registrar will only restore a company or limited liability partnership (LLP) in response to a court order, unless the business is administratively restored. For more information, see the page in this guide on administrative restoration to the register.

Who can apply?

Any of the following may make an application for a company or LLP to be restored to the register:

• any former director, member, creditor or liquidator
• anyone who had a contractual relationship with the business or a potential legal claim against it
• anyone who had an interest in land or property in which the business also had an interest
• any manager or trustee of a pension fund for employees of the business
• any other person who appears to the court to have an interest in the matter

Anyone intending to make an application is advised to get independent legal advice.

Other than in cases of personal injury, you must make the application within six years of the date of dissolution. Applications involving personal injury claims can be made at any time, but the court may not allow the application if the claim would fail because of legal time limits.

Where to apply

If you want to restore a business that was registered in Northern Ireland, you should serve the originating summons on both of the following:

The Registrar of Companies
Companies House
Second Floor
The Linenhall
32-38 Linenhall Street
Belfast
BT2 8BG

Royal Courts of Justice
Chichester Street
Belfast
BT1 3JY

The registrar will also require a copy of the witness statement in 91香蕉黄色视频 of the application.

Serving documents

You should serve the claim form and 91香蕉黄色视频ing evidence on the registrar of companies, as follows.

England and Wales:
Registrar of Companies for England and Wales
Registration Customer Support
Companies House
Crown Way
Cardiff
CF14 3UZ

Scotland:
Registrar of Companies for Scotland
Companies House
4th Floor
Edinburgh Quay 2
139 Fountainbridge
Edinburgh
EH3 9FF

LP - 4 Edinburgh 2 (Legal Post) or
DX ED235 Edinburgh 1

Northern Ireland:
Registrar of Companies for Northern Ireland
Companies House
Second Floor
The Linenhall
32-38 Linenhall Street
Belfast
BT2 8BG

DX 481 N.R. Belfast 1

Documents can be delivered by post (recorded delivery is recommended) or by hand during normal office hours.

As well as the relevant registrar, you should also serve the claim form and 91香蕉黄色视频ing evidence on the solicitor dealing with any bona vacantia assets. For contact details, see the page in this guide on involuntary strike-off.

You will need to present a range of information in 91香蕉黄色视频 of an application to restore to the register a company or limited liability partnership (LLP) that has been struck off. Other than in Scotland, the court will require:

• evidence that the originating document was served
• written confirmation that the solicitor dealing with the bona vacantia assets has no objection to the restoration of the company or LLP - you must attach a copy of the solicitor's letter to the affidavit or witness statement (this does not apply in Scotland)
• details of when the business was incorporated and the nature of its objects - attach a copy of the certificate of incorporation and, for a company, the memorandum of association and, if appropriate, the articles of association
• lists of the members and officers of the business
• the trading activity and, if applicable, when it stopped trading
• an explanation of any failure to deliver accounts, annual returns or notices to the registrar
• details of the striking-off and dissolution
• comments on the solvency of the business
• any other information that explains the reason for the application

In England, Wales and in Northern Ireland the above information must be provided in an affidavit or witness statement. In Scotland, it can be provided in the petition to restore.

The registrar will provide information to help with an application to the court. Before the court hearing, the registrar will normally require the delivery of any statutory documents to bring the company's or LLP's public file up to date. You should send these documents at least five working days before the hearing, to allow the registrar sufficient time to process or return them for amendment.

Before a company or limited liability partnership (LLP) is dissolved, its members should ensure that assets owned are transferred out of the company or LLP's ownership. If this is not done, assets owned at the date of dissolution will pass into the ownership of the Crown.

The Treasury Solicitor represents the Crown in dealing with the collection of assets from dissolved companies and LLPs. These assets are known as 'bona vacantia', meaning ownerless property. This property can include cash balances, freehold and leasehold property, intellectual property, shares and mortgages.

The property will normally be disclaimed - ie the Crown gives up its right to the property - or sold by the Treasury Solicitor. The proceeds of any sale are transferred to the Exchequer to be dealt with in the same way as money raised by general taxation.

However, in certain circumstances the Treasury Solicitor can make discretionary payments to former members or former liquidators of dissolved companies. If former members or liquidators wish to apply for a discretionary payment, they will have to meet the Treasury Solicitor's requirements.

Only assets that were 'beneficially' owned by a company or LLP - ie not held on trust by the company or LLP for the benefit of another person - at the time it was dissolved pass to the Crown as bona vacantia.

The Treasury Solicitor is unable to make payments to creditors. It does not 'step into the shoes' of a dissolved company or LLP and is not responsible for any debts or other liabilities the company or LLP may have had. If you are a creditor of a dissolved company or LLP of which the Treasury Solicitor holds the assets, it will be necessary to restore the company or LLP to pursue your claim.

If a business was dissolved because it appeared to be no longer carrying on business or in operation, a former director or member of a company or member of a limited liability partnership (LLP) can apply to the registrar to have the business restored. This is called 'administrative restoration'.

To be eligible for administrative restoration, the company or LLP must have been:

• struck off the register by the Registrar of Companies
• dissolved for no more than six years at the date the registrar receives the application for restoration

If the business meets the above criteria, an application for restoration may be made if it:

• was carrying on business or in operation at the time it was struck off
• has delivered all documents necessary to bring the company up to date and paid any outstanding late filing penalties

If any property or rights belonging to the business became bona vacantia at the time of dissolution, the applicant must give the registrar a statement in writing from the relevant Crown representative giving consent to the business' restoration. For information about bona vacantia property and contact details, see the page in this guide on involuntary strike-off.

Applying for administrative restoration

An application for administrative restoration must be made in writing. For companies, use form RT01 and for LLPs, use form LL RT01. The appropriate form must be sent to the registrar with the fee (currently 拢100) and a statement confirming that the applicant is legally entitled to make the application and that the conditions for restoration are met - as per the body of form RT01/LL RT01.

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The applicant must also meet the Crown representative's costs or expenses (if there are any), and the company or LLP must pay any statutory penalties for late filing of accounts - for information on these, see our section on Companies House annual returns and accounts. The business will also have to pay the filing fee on submission of any outstanding documents.

If the registrar decides to restore the business to the register, this will take effect from the date the notice is sent. If the registrar decides not to restore the business, the applicant can apply to the court for restoration within 28 days, even if the period for restoration has expired. See the page in this guide on applying for a court order to have a business restored to the register.

The notice restoring the business will include its registered number and name. If the former name has since been taken by another business, a new name must be chosen: the application can give another name, in which case a change of name certificate will be issued on restoration.

Alternatively, the business may be restored with its registered number as its name, in which case the directors or members have 14 days in which to choose and register a new name. You must tell Companies House by sending form NM05 (for a company) or form LL NM01 (for an LLP) with a copy of the resolution (for companies only) and the appropriate fee.

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After restoration

The general effect of restoration is that the business is deemed to have continued in existence as if it had not been dissolved or struck off the register. The court may order that the members or directors be put in the same position as they were before the company or LLP was dissolved and struck off. Any such application must be made within three years of the restoration. A notice will also be placed in the relevant Gazette.