Close A Limited Company – What options do you have?

Introduction

As a company director, there may come a time when you need to consider how to close a limited company in the UK while keeping in mind corporation tax, shareholders, business assets disposal relief, and liquidator. This is not a decision to be taken lightly; it can be complex and fraught with legal requirements. This comprehensive guide is designed to help you navigate through this process, detailing the different paths you can take based on your company’s unique circumstances.

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Understanding the Need to Close a Limited Company

Closure of a limited company is typically driven by multiple factors. Your company might be insolvent, meaning it cannot pay its debts. Alternatively, the company might have served its purpose, and you now wish to cease trading. In some cases, you might want to retire or move on to other ventures. It’s vital to seek professional advice to ensure the most tax-efficient way to close your limited company, bearing in mind your particular situation. If you are considering liquidation process, it is important to consider business assets disposal relief to minimize taxes on profits.

Options for Closing a Limited Company

Several options are available when considering closing a limited company. Each has its own legal requirements, processes, and implications for both the company’s directors, shareholders, and its creditors. The most suitable route for your business depends largely on whether it is solvent (can pay its debts), corporation tax, liabilities, and profits or insolvent (cannot pay its debts) and its liabilities. It’s essential to carefully consider these options before making a decision.

• Dissolving the company: This option, also known as striking off, is suitable for solvent companies that have ceased trading and have no outstanding debts.
• Liquidation: This involves selling the company’s assets to repay creditors. This route is typically for insolvent companies, but solvent companies can also choose this option.
• Letting the company go dormant: A dormant company is one that is not currently trading but could do so in the future.

Company Liquidation

Liquidating a company involves selling off its assets and using the proceeds to repay creditors. The profits earned from the sale of these assets are subject to income tax at the prevailing rate. Alternatively, a Members’ Voluntary Liquidation (MVL) can be initiated by the company’s shareholders to distribute its assets and profits, which may result in a lower income tax rate.

• Creditors’ Voluntary Liquidation (CVL): This is an option for insolvent companies. The process begins when the directors agree that the company cannot pay its debts.
• Compulsory Liquidation: This process begins with a winding-up petition to the court, usually from a creditor. If the court agrees, an insolvency practitioner is appointed to sell the company’s assets and distribute the proceeds to creditors.

Liquidation of an insolvent company is a serious step with lasting implications so it’s crucial to understand fully what it involves.

What is a Creditors Voluntary Liquidation (CVL)?

A Creditors Voluntary Liquidation (CVL) is a process initiated by the company’s directors when they realise that the company is insolvent and cannot pay its debts as they fall due. An insolvency practitioner is appointed to liquidate the company’s assets and distribute the proceeds to the creditors.

What is a Compulsory Liquidation?

Compulsory liquidation, on the other hand, is usually initiated by a creditor through a winding-up petition to the court. The court, if it agrees with the petition, appoints an insolvency practitioner to liquidate the company’s assets. This type of liquidation is typically the result of unpaid debts with HMRC.

Remember, closing a limited company is a serious business. If your company is facing financial difficulties or if you’re considering winding down due to low profits, it’s crucial to seek professional advice. The team at Company Doctor can help guide you through the process and ensure you take the right steps to maximize profits. Call us today on 0800 169 1536 for more information and help.

How to Close a Limited Company with a Strike Off

A voluntary strike off is a straightforward and cost-effective method to close a solvent limited company that has ceased trading. The process begins with a company director filing an application for strike off (form DS01) with Companies House. Once approved, the company will be removed from the official public record and cease to exist.

Formal Liquidation is Different from a Strike-Off

It’s important to understand that a strike-off is not the same as formal liquidation. Liquidation is a formal insolvency process that involves selling off a company’s assets to repay its creditors. In contrast, a strike-off is a simpler and cheaper process, suitable for small companies with no outstanding debts or legal disputes. It’s also important to note that if the company is insolvent a strike off is not the appropriate route.

How to Close a Limited Company and Start a Voluntary Company Strike-Off

To start a voluntary company strike-off, you must first ensure that your company is eligible. Your company must not have traded or sold off any stock in the last three months. It should also not be threatened with liquidation and have no agreements with creditors, such as a Company Voluntary Arrangement (CVA).

If your profitable company meets these criteria, you can proceed to apply for a voluntary strike-off. The application is made using a DS01 form, which must be signed by the majority of the company’s directors.

What is a DS01 Form?

A DS01 form is the official document that a company director must complete and submit to Companies House to request a voluntary strike off. The form requires details about the company, including its name, registration number, and the directors’ names and signatures.

Using a DS01 Form

The completed DS01 form must be sent to Companies House along with the appropriate fee. Once received, Companies House will send a second notice confirming the proposed strike-off to the company’s registered office.

How Much Does a DS01 Form Cost?

As of the last update, the filing fee for a DS01 form at Companies House is £10. However, costs may vary, so it’s advisable to check the latest fees on the Companies House website.

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Qualifying for Voluntary Strike-Off

As mentioned earlier, to qualify for a voluntary strike-off, your company must have ceased trading for at least three months. It should have no outstanding debts, legal disputes, or agreements with creditors. If your company is insolvent it does not qualify for a voluntary strike-off and will need to pursue a different route, such as liquidation.

Again, if you’re unsure about maximizing profits for your limited company, seek professional advice. Contact our team at Company Doctor on 0800 169 1536 for guidance and support.

Letting Your Company Go Dormant

If you’re not ready to fully close your limited company, you might consider making it dormant. A dormant company is one that is not actively trading or receiving income. To make your company dormant, you must stop all business activity. Then, you must report to HMRC that your company is dormant and submit dormant accounts to Companies House each year.

How to Close a Company that is Solvent?

Closing a solvent company can be achieved through a process called Members Voluntary Liquidation (MVL). An MVL is a formal procedure to wind up a solvent company, and it’s typically used when a company director decides to retire or change their business structure. In this process, a licensed insolvency practitioner is appointed to liquidate the company’s assets, pay any outstanding debts, and distribute the remaining funds to the shareholders. It can be a tax-efficient way to distribute the company’s assets, but professional advice is recommended.

How to Close a Limited Company with Debts

If your company is insolvent, meaning it cannot pay its debts, you might consider a Creditors’ Voluntary Liquidation (CVL). In a CVL, a company director voluntarily chooses to close the company because it cannot pay its debts. An insolvency practitioner is appointed to liquidate the company’s assets and use the proceeds to pay off creditors. More details about this process can be found here.

Who Do I Need to Tell About a Company Strike-Off?

If you’re applying for a company strike-off, you are legally required to inform interested parties within seven days of sending your application to Companies House. Interested parties include shareholders, creditors, employees, and other directors, if applicable.

What Happens If I Do Not Notify Interested Parties

Failure to notify interested parties about your application for strike-off could lead to severe consequences. It is a criminal offence, and you could be fined. Furthermore, an interested party who has not been informed has the right to object to your company’s strike-off, which could lead to delays or cancellation of the strike-off process.

The Role of Companies House in Closing a Limited Company

Companies House plays a significant role when closing a limited company in the UK. They maintain the official public record of all limited companies and ensure compliance with legal requirements. When closing a company, a DS01 form must be submitted to Companies House. If accepted, they will publish a strike-off notice in the Gazette. If no objections are made within two months of the notice, the company will be struck off the register and cease to exist.

What Happens to the Company’s Assets and Debts

When a limited company closes, its assets are typically sold off to pay any outstanding debts. This process is managed by an insolvency practitioner in the case of a liquidation. If the company is insolvent, and debts exceed assets, creditors may not be fully repaid. For solvent companies, surplus assets after paying off debts are distributed among shareholders.

Selling Goods and Assets

In liquidation, the appointed insolvency practitioner will take control of the company’s assets, which may include goods, property, and equipment. These will be valued and sold, with the proceeds used to pay creditors.

Debt Guarantees

If a company director has provided a personal guarantee for a business loan or other form of company debt, they will be personally liable to pay this debt when the company is closed.

Tax Implications of Closing a Limited Company

Closing a company may have several tax implications. These could include capital gains tax on the sale of assets, corporation tax on final profits, and income tax on money extracted from the company. It’s advisable to seek professional advice to understand the tax consequences fully.

Transfer of Employees During Company Closure

If your company is sold or merges with another during the closure process, the Transfer of Undertakings (Protection of Employment) regulations, or TUPE, protect the rights of employees. They ensure that employees’ terms and conditions of employment are preserved.

From Limited Company to Sole Trader

If you still want to carry on your business but wish to move away from the limited company structure, you could become a sole trader. This means you personally run your business as an individual. It’s a simpler structure than a limited company, but it also means you are personally responsible for any business debts.

What to Do If You Want to Start a New Company

Once you’ve closed your limited company, you may wish to start a new company. Before doing so, it’s essential to understand the legal and financial implications. It would be beneficial to seek professional advice to navigate the process efficiently and ensure you comply with all legal requirements.

What are the Restrictions on Starting a New Company?

There are certain restrictions to be aware of when starting a new company after closing a previous one. If the old company was closed due to insolvency, directors may face restrictions, including disqualification from being a company director for up to 15 years.

Reusing Your Old Company’s Name

Under section 216 of the Insolvency Act 1986, there are restrictions on reusing the name of a liquidated company. Breaching these restrictions can lead to severe penalties, including fines and imprisonment. If you wish to reuse a similar name, it’s vital to seek professional advice to avoid falling foul of the law.

Paying a Security Deposit to HMRC

HMRC may request a security deposit for VAT, PAYE or NIC if they believe the new company poses a serious risk to tax revenue. This typically happens if a previous company has been involved in serious tax non-compliance or has outstanding tax debts.

Limited Credit Accounts

Starting a new company after closing a previous one might impact your ability to obtain credit. Credit reference agencies may link your old company to your new one, which could affect the new company’s credit rating, especially if the previous company had poor credit or outstanding debts.

Dissolution

Dissolution is the final stage in closing a limited company, effectively removing it from the Companies House register. It’s crucial to note that a company can only be dissolved once it has ceased trading, has no outstanding debts, and has completed all necessary final accounts and tax returns.

What Records Do I Need to Keep After My Company Has Been Dissolved?

Even after your limited company has been dissolved, there are legal requirements for record keeping. As per HMRC, you’re required to keep certain business records for up to six years, such as your company’s statutory books, tax returns and business transactions.

How Soon Can I Start Another Company After a Strike-Off?

There’s no fixed time limit for starting another company after a strike-off. However, as mentioned, restrictions may apply if the previous company was insolvent, or if you plan to use a same or similar name.

How to Close a Limited Company that Has Never Traded

If your limited company has never traded, it might be simpler to close it down. You can apply for a voluntary strike off if it hasn’t traded or sold off any stock in the last three months.

Conclusion

Closing a limited company in the UK requires careful planning and adherence to several legal and financial obligations. Whether it’s a solvent company or an insolvent company, the process involves various steps from notifying interested parties to filing final accounts, settling outstanding debts, and finally, dissolving the company.

For more information on liquidation, CVL, or MVL, visit our pages: liquidation, creditors voluntary liquidation, members voluntary liquidation.

If you’re contemplating closing your limited company and need advice, don’t hesitate to contact Company Doctor on 0800 169 1536. We offer expert guidance to help you navigate this process smoothly and efficiently.

Frequently Asked Questions (FAQs)

Can I close a limited company that has never traded?

Yes, if your limited company has never traded, you can close it through a process known as a voluntary strike off, provided it hasn’t traded or sold off any stock in the last three months.

How long does it take to close a limited company?

The time it takes to close a limited company can vary, depending on its financial situation. For a voluntary strike-off, it typically takes about three to four months after the DS01 form has been accepted by Companies House. For a creditors voluntary liquidation or compulsory liquidation, it could take longer due to the complexity of the company’s affairs.

What happens to the company’s assets when it is closed?

When a limited company is closed, its assets are typically used to repay creditors. If the company is solvent and going through a Members Voluntary Liquidation, any surplus after paying off debts can be distributed to shareholders.

What are the tax implications of closing a limited company?

The tax implications of closing a limited company can be complex and depend on many factors, including the company’s financial situation, the method of closure, and personal circumstances. It could involve capital gains tax, income tax, and corporation tax. It is recommended to seek professional advice to ensure tax efficiency.

Can I start a new company after closing my limited company?

Yes, you can start a new company after closing your previous one. However, if your company was insolvent and you intend to start a new company with a same or similar name, there are certain restrictions under the Insolvency Act.

What role does Companies House play in closing a limited company?

Companies House is the UK’s registrar of companies. When closing a limited company, you need to inform Companies House, which will strike off the company from the register. Companies House also publishes the strike-off notice in the official public record.

Please note, this is a comprehensive guide, and as a company director, it’s important you seek professional advice tailored to your specific situation when closing down the company.

References

The primary sources for this article are listed below.

https://www.gov.uk/government/publications/strike-off-a-company-from-the-register-ds01

https://www.gov.uk/government/publications/company-strike-off-dissolution-and-restoration/strike-off-dissolution-and-restoration

https://www.gov.uk/tell-hmrc-changed-business-details/change-to-your-business

https://www.gov.uk/closing-a-limited-company

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