What is a First Gazette Notice for Compulsory Strike-Off?

A First Gazette Notice for Compulsory Strike-Off serves as an official warning from Companies House that a company faces removal from the Register of Companies.

Our guide is designed for UK company directors, creditors, and interested stakeholders who wish to understand the implications of such a notice, the steps required to address it, and the consequences of non-compliance.

What is a First Gazette Notice for Compulsory Strike Off?

A First Gazette Notice for Compulsory Strike-Off serves as a formal declaration issued by Companies House, stating that a particular company is in danger of being removed from the official register of companies. This action is often taken due to non-compliance with statutory requirements or when there are indications that a company is not in operation.

This notice is published in the official Gazette, which is a journal of public record. The edition of the Gazette in which the notice appears—London, Edinburgh, or Belfast—depends on the geographical location of your company’s registered office.

The publication of a First Gazette Notice is not merely procedural; it is a serious matter requiring immediate attention. It is intended to alert both the company’s management and the general public that the company is on the brink of being struck off. This offers a chance for those concerned to take corrective actions or lodge objections.

Failure to address the issues that led to the issuance of a First Gazette Notice can have far-reaching implications. These include the company losing its legal status, its assets being forfeited to the Crown, and its directors potentially being held personally liable for any debts incurred. Therefore, upon receipt or discovery of such a notice, it is crucial for a company to undertake immediate remedial actions, which could range from filing overdue accounts to settling any outstanding fees or penalties.

Reasons a Company Might Receive a First Gazette Notice?

Companies House typically initiates a first Gazette notice for the following reasons:

• Failure to file statutory business accounts
• Failure to an annual confirmation statement^[1]Trusted Source – .GOV – Filing a Confirmation Statement
• Lack of significant business activity
• Inadequate communication with Companies House

What Should I do if my Company Has Been Served a Compulsory First Gazette Notice?

If you receive a compulsory first Gazette notice, you should act immediately to avoid being struck off. You can do this by:

1. Identifying and addressing the reason why the notice was issued. This may involve filing any outstanding accounts or confirmation statements, or providing Companies House with evidence that your company is still trading.
2. Completing and submitting a suspension application to Companies House. This will put the strike-off process on hold while you take steps to resolve the issue.

If you are unsure what to do, you should seek professional advice from an accountant or insolvency practitioner.

What Happens After First Gazette Notice is Published?

After the First Gazette Notice is published, a two-month period begins during which anyone who has an interest in the company, such as directors (or even creditors or customers), can object to the proposed strike-off. During this period, the company and its directors should take steps to address any issues that may have led to the notice being issued.

If no objections are raised within the two-month period, the company will be struck off the register and cease to exist as a legal entity. This means that any assets held by the company, such as property or bank accounts, will be forfeited to the Crown. In addition, any contracts or agreements made in the name of the company will be null and void.

However, if an objection is raised during this period, the company may not be struck off immediately. The objection will be reviewed by Companies House, and if it is considered valid, the strike-off process may be suspended, and the company may be required to provide additional documentation or evidence to support its case.

In some cases, the company may be able to avoid compulsory strike-off altogether by taking appropriate action to address the issues that led to the notice being issued. This may involve filing overdue annual accounts or confirmation statements, paying outstanding fees or taxes, or providing evidence that the company is still trading.

What is the Timeline for a First Gazette Notice?

It takes about two months from the first Gazette notice to strike-off. Here is the timeline:

1. Companies House publishes a first Gazette notice.
2. Anyone with an interest in the company has two months to object to the proposed strike-off.
3. If no objections are raised, Companies House will strike off the company at the end of the two-month period.
4. If an objection is raised, Companies House will review the objection and may suspend the strike-off process.
5. If the objection is valid, the company may be required to provide additional documentation or evidence.
6. If the company does not provide the additional documentation or evidence, or if the objection is not valid, Companies House will strike off the company.

The strike-off process can be delayed if an objection is raised or if the company needs to provide additional documentation or evidence. However, if everything goes smoothly, the company should be struck off within two months of the first Gazette notice being published.

Can you Stop First Gazette notice for Compulsory Strike Off?

It is possible to stop a First Gazette notice. The most common grounds for appeal include:

1. The company is still trading: If your company is still trading and carrying on business, you may be able to appeal against the notice by providing evidence to support your case. This may include bank statements, invoices, contracts, or other documents that show that the company is still active.
2. The notice was issued in error: In some cases, a First Gazette Notice may be issued in error, for example, if Companies House has not received the necessary paperwork or if there has been a mistake in the information provided.
3. The notice is unfair: If you believe that the notice is unfair or disproportionate, you may be able to appeal on this basis. However, this is a difficult argument to make, and it’s important to seek professional advice before making an appeal on these grounds

You can contact Companies House via the following channels:

Email

enquiries@companieshouse.gov.uk

Post

Companies House England and Wales
Dissolution Section
Registrar of Companies for England and Wales
Companies House
Crown Way
Cardiff
CF14 3UZ

If you’re concerned your documents may not arrive in time, call Companies House to ask for a delay of up to 2 weeks.

Phone

Companies House
Telephone: 0303 1234 500
Monday to Friday, 8:30 am to 6 pm

NB: HMRC may also object to the strike-off. HMRC is vigilant to pay all taxes before any company can be dissolved. In fact, in the rare cases where a company manages to be struck off with debts outstanding, they are more than capable of reinstating the company to ensure they get their full payment.

If your company has received a First Gazette Notice, it may be possible to appeal against it. However, the grounds for appeal are limited, and it’s important to seek professional advice before making an appeal.

What Happens to Company Assets after Compulsory Strike Off?

Once a company is struck off the register, all of its assets pass to the Crown under a law known as “bona vacantia.” This means that the Crown becomes the legal owner of the company’s assets, and the company’s directors and creditors have no further claim to them.

This is why it is important for companies to follow the correct procedures for closing down, such as member’s voluntary liquidation (MVL) or creditors’ voluntary liquidation (CVL). These processes allow companies to distribute their assets to their creditors and shareholders in a controlled and orderly manner.

Both MVL and CVL must be carried out with the assistance of a licensed insolvency practitioner. An insolvency practitioner can help companies to understand their options and choose the best course of action for their individual circumstances.

Top Mistakes to Avoid When Dealing with First Gazette Notice

Dealing with First Gazette Notice can be a stressful and overwhelming experience for directors of UK companies. However, by avoiding these common mistakes, you can ensure that you are taking the right steps to address any issues and avoid the risk of compulsory strike-off:

• Ignoring the Notice: One of the biggest mistakes you can make when dealing with First Gazette Notice is to ignore it. It’s crucial to take the notice seriously and take immediate action to address any issues that may have led to it being issued.
• Failing to File Annual Accounts or Confirmation Statements: One of the most common reasons for First Gazette Notice is the failure to file annual accounts or confirmation statements with Companies House. Ensure that you keep up to date with your company’s legal obligations to avoid receiving the notice.
• Not Paying Outstanding Fees or Taxes: If your company has outstanding fees or taxes, this can also lead to First Gazette Notice being issued. Ensure that you pay any outstanding amounts as soon as possible to avoid further action being taken.
• Failing to Respond to Companies House: If you receive a First Gazette Notice, it’s important to respond to Companies House promptly and provide any information or documentation they require. Failing to do so can delay the process and increase the risk of compulsory strike-off.
• Not Seeking Professional Advice: Dealing with First Gazette Notice can be complex, and seeking professional advice from a solicitor or accountant is often advisable. They can help you understand the notice and guide you through the process of addressing any issues.

How Does a First Gazette Notice Affect Company Directors?

Companies House issues a first Gazette notice for compulsory strike-off when a company fails to meet certain statutory obligations. Directors are legally responsible for ensuring that the company meets these requirements, as outlined in the Companies Act 2006.

Initial failure to comply may result in financial penalties for the company, such as fines of £150 to £1,500 for late filing of annual accounts and up to £5,000 for late filing of a confirmation statement. While these fines are not imposed on the directors personally, they reflect a failure in directorial responsibilities. However, director disqualification is usually reserved for more severe or repeated instances of non-compliance or misconduct.

Therefore, while a first Gazette notice is a serious matter and demands immediate attention, it does not place directors at immediate risk of disqualification, unless there is a history of severe or ongoing non-compliance.

FAQs

References

The primary sources for this article are listed below, including the relevant laws and Acts which provide their legal basis.

You can learn more about our standards for producing accurate, unbiased content in our editorial policy here.

1. Trusted Source – .GOV – Filing a Confirmation Statement