The process of dissolving a limited company is simple and relatively inexpensive. Companies limited by shares (LTD) and companies limited by guarantee (LBG) can submit a form DS01 with a payment of £10 to Companies House. Limited Liability Partnerships (LLP) have to submit form LLDS01. If you complete the process online, the charge is £8.
The DS01 or LLDS01 has to be signed by the following:
- The sole director, or
- Both directors, if there are two
- A majority of directors if there are more than two.
- The Designated partners, if an LLP is being dissolved.
When the Registrar of Companies receives an application to dissolve a company, she places a notice of the application in the appropriate gazette. Any person who wishes to object to the dissolution has 3 months in which to do so. If no objection is received during the 3 months notice period, the company is dissolved and ceases to exist.
The gazette in which the notice is placed depends on the location of the company’s registered office, as follows:
- Applications to dissolve from Companies registered in Northern Ireland are advertised in the Belfast Gazette.
- Applications to dissolve from Companies registered in Scotland are advertised in the Edinburgh Gazette.
- Applications to dissolve from Companies registered in England and Wales are advertised in the London Gazette.
DS01 applications are only accepted on the following conditions:
During the 3 months prior to the date of the DS01, the company should not have:
- Traded or otherwise carried on business.
- Changed its name.
- Disposed of any valuable rights or property.
- Engaged in any activity other than that which is necessary to conclude its affairs.
A company cannot submit a DS01 if it has entered into liquidation or agreed to a voluntary arrangement with its creditors or made an application to the Court to appoint an administrator. A further condition is that there cannot be any unpaid creditors.
Outstanding Companies House fees and obligations
When a DS01 is filed, the directors are no longer obliged to file accounts or annual confirmation statements that will fall due. Furthermore, any outstanding fines for filing accounts late are forgiven. Quite often, it is the fines regime that motivates directors to dissolve a company.
Caution! When a company is dissolved
A dissolved company ceases to exist. Any assets it has then become bona vacantia, which means ownerless. Ownerless assets become the property of the Crown. We frequently hear of companies that have been dissolved with money still in the bank accounts and other assets such as freeholds. The only way bona vacantia assets can be reclaimed following a voluntary dissolution is to make an application for a Court Order restoration. Court order restorations are a bureaucratic, expensive and time consuming process. If you do intend to submit a DS01 only do so after you have removed all assets from the company such as copyrights, bank accounts, land, and website domain names.
Reversing an application to dissolve a company
An application to dissolve a company can be stopped by submitting a DS02 or LLDS02 if the company is an LLP. These applications have to be submitted in good time to prevent the company from being dissolved.
Notification to third parties that a DS01 has been submitted.
When a DS01 is submitted, you should notify the following parties, within 7 days:
- Pension managers or trustees, and
- Director of the company or Partners in the LLP who did not make the application
You can submit your ds01 directly to Companies House. The Companies House charge is £10.
Alternatively, you can ask us to file the DS01 on your behalf for a fee of £36+vat in addition to the Companies House fee.