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Closing A Limited Company

Closing a limited company in the UK can be a complex process, but understanding how to navigate it is crucial for business owners.

This blog post will guide you through the ins and outs of closing a limited company, from the business documents and understanding the reasons for closure to assessing your business assets and company’s financial situation and choosing the most suitable method for your business. Let’s dive in!

Understanding the Reasons for Closing a Limited Company

There are various reasons why you might consider closing a limited company in the UK, such as financial insolvency, the retirement of directors, or altering the business structure.

It’s important to understand the different procedures for dissolving a company, as the dissolution process depends on the company’s financial solvency.

Before initiating the closure, it’s essential to settle any outstanding bills, collect payments owed from clients, and cover running costs.

To close a solvent limited company, a majority of directors must provide their consent by signing the striking-off application.

This is just the tip of the iceberg when it comes to understanding the reasons for closing a limited company.

Assessing Your Limited Company’s Financial Situation

Determining the financial situation of your limited company is a vital step in deciding the best course of action for closure.

The two primary methods for closing a solvent limited company are the voluntary strike-off procedure and the members’ voluntary liquidation (MVL) process.

To dissolve a limited company through either of these methods, a 75% majority of shareholders’ votes must be cast in favour.

On the other hand, if your limited company is insolvent and unable to pay its bills, the procedure for terminating it involves a creditors’ voluntary liquidation process or compulsory liquidation of dissolved limited companies only. In such cases, priority is given to creditors over company directors, in terms of payment.

Steps to Close a Solvent Limited Company

Closing a solvent limited company involves several steps, such as selling assets, submitting a DS01 form, and notifying interested parties.

There are two primary methods for closing a solvent limited company: the company voluntary arrangement or strike-off procedure and the members pay creditors’ voluntary liquidation (MVL) process.

Voluntary Strike-Off Procedure

To be eligible for striking off, a company must have no unresolved liabilities and no outstanding debts.

The striking-off process begins with a company director completing a DS01 form, which includes the company’s name, registration number, and the date of the resolution to wind up the company.

A £10 fee is also required, and the form must be submitted to Companies House.

Upon submission of the DS01 form, Companies House will review the information and provide confirmation by post.

A notice will then be published in the London, Edinburgh, or Belfast Gazette, providing official notice to any third parties who may object to the closure.

Companies. House will confirm the final company accounts and’s closure in the Gazette after three months have passed, provided no objections are raised. Nothing further is required to be done until final company and annual accounts are due.

Members’ Voluntary Liquidation (MVL) Process

The directors of a company that wishes to be dissolved through Members’ Voluntary Liquidation (MVL) must certify that all debts can be fully paid within 12 months from the start of the winding-up process.

Without this attestation, MVL will not be possible. MVL is a viable option for distributing profits to shareholders as capital, rather than dividends, in a tax-efficient manner.

The estimated cost of closing via an MVL begins at approximately £2,250. The MVL process involves the insolvency practitioner calling a general meeting of creditors and members, at which a full progress report of the liquidation will be presented.

In order to be properly notified of the upcoming meeting, advertisements in the Gazette should take place at least one month in advance.

This enables all involved parties to be aware of the date and other relevant details.

Following the final meeting, the progress report and a Return of Final Meeting must be submitted to Companies House, and the company will be dissolved within approximately 3 months.

Dealing with an Insolvent Limited Company

When dealing with an insolvent limited company, there are two main methods to consider: Creditors’ Voluntary Liquidation (CVL) and Compulsory Liquidation.

Both processes involve the allocation of the company’s assets to whom it company owes money and the money owed, with 75% of shareholders needing to agree on the chosen method.

Creditors’ Voluntary Liquidation (CVL)

Creditors’ Voluntary Liquidation (CVL) is a process employed by insolvent companies to distribute assets to their creditors.

The process involves the insolvency practitioner presenting a Statement of Affairs, which is a summary of the company’s assets and liabilities, at a creditors’ meeting.

All assets should be converted into cash, and creditors should be repaid in order of priority. The company’s directors will be struck off three months after the liquidator has made final accounts and held a final meeting.

Compulsory Liquidation

Compulsory Liquidation is a process used by creditors to force an insolvent company to pay back its debts.

This court-based procedure is initiated by a winding-up petition and involves the sale of the company’s assets in order to pay its debts.

The process is overseen by a court-appointed liquidator and typically takes up to a year to complete.

Making Your Limited Company Dormant

Another option for closing your limited company is to make it dormant, which means it will not be trading but will still exist as a legal entity.

A dormant company is a business entity that is not actively operating nor conducting any commercial activities, yet must still submit yearly financial statements bank accounts and confirmation statements to Companies House.

To make your limited company dormant, you still need to submit certain tax returns, such as “nil returns”.

While this option allows you to keep your limited company intact without trading, it’s important to be aware of the continued filing requirements and potential implications if you decide to reactivate your company in the future.

Transitioning from a Limited Company to a Sole Trader

In some cases, transitioning from a limited company to a sole trader may be a better option, especially if your limited company has annual profits of less than £30,000.

This is because operating as a sole trader involves less paperwork and can potentially simplify your tax affairs.

The process for transitioning from a limited company to a sole trader in the UK involves registering a limited company, notifying HMRC of the change, and transferring the business to the sole trader.

Before making this decision, it’s essential to weigh the pros and cons of operating as a sole trader versus a limited company, taking into account factors such as personal liability, income tax, implications, and administrative requirements.

Important Considerations Before Closing a Limited Company

Before closing a limited company, there are several important considerations to bear in mind. For instance, dissolving a limited company can be a hassle, and you may not be able to re-register for the Flat Rate VAT scheme for a year.

Re-incorporating your new company, assets or business could cost-effective but also leave you out of pocket due to the costs involved.

It’s also important to note that reusing the same company name after closing a limited company is not permitted under certain circumstances.

Phoenixing a solvent company, or reincarnating a liquidated company struck an insolvent company under the same or similar name within a new limited company structure, is not allowed under Section 216 of the Insolvency Act.

Given the complexities involved in closing a limited company, it’s advisable to consult an accountant before making any decisions.

They can guide you through the process and seek professional advice to help you make informed choices based on your unique circumstances.


Closing a limited company in the UK can be a complex process, but understanding the ins and outs is crucial for business owners.

From assessing your company’s financial situation to choosing the right method for dissolution, staying informed can help you make the best decisions for your business.

Whether you opt for striking off, liquidation, or making your company dormant, always consult with a professional to ensure a smooth and hassle-free closure.

Frequently Asked Questions

Can I close my limited company myself?

Provided your limited company is solvent and no longer trading, you can close it yourself by applying to Companies House to be voluntarily struck off the register.

However, do be aware of any outstanding debts or deadlines before submitting your application.

Does it cost to close a limited company?

Closing a limited company can be both a complex and costly process, depending on the size of the company.

Professional fees, legal costs, taxes, and filing fees will all need to be taken into consideration when calculating the total cost of closing a company.

Additionally, a fee may also be incurred for advertising the liquidation in the Gazette.

Can I just walk away from my limited company?

It is not possible to simply walk away from a limited company without following the proper procedure to close it down.

Depending on the financial situation of your business, you may have to follow a formal procedure such as striking off or liquidation.

Make sure you understand the process and the financial implications before moving forward.

What happens when you close a limited company?

Closing a limited company marks the end of its journey. The company’s registration at Companies House is struck off, meaning it is no longer legally active.

All of the company bank account and corporation tax owed money from the capital gains tax the company’s assets must be used to pay off its debts and any remaining funds are distributed to shareholders.

Employees will no longer be employed by the company.

Business Debt Information

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