In this article, we’ll explain what the ‘First Gazette Notice’ letter means, and the implications for your limited company.

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What is Compulsory Strike Off?

‘Striking Off a Company’ (also called ‘dissolution) is the process of removing it from the official register of companies at Companies House.

This can either be done voluntarily or, should Companies House consider your behaviour non-compliant, on a compulsory basis.

Compulsory strike off means your company is going to be closed down and will no longer exist as a legal entity. The first letter gives you at least three months notice.

In addition to the letter you’ve received, there will now be an advertisement on the Gazette which will be publicly visible.

Compulsory dissolution is typically initiated by Companies House as the result of failure to file your business accounts, or correctly submit returns. The advertising on the Gazette can be detrimental for your business reputation, however, as this is in the public domain.

Suffice it to say that the business owner needs to take this seriously. If your company is struck off the register it ceases to exist.

What is a First Gazette Notice?

A first Gazette notice is an official warning that your company could be struck off the Register at Companies House if you do not take action. You need to take action, as per the instructions on the letter you’ve received, to stop this happening.

In the UK, the official journal of public record is known as the Gazette and has been published since 1665.

Various notices are published in the Gazette, including insolvency, changes in capital structure, Companies House documents and so forth.

Compulsory Strike Off Notices, announcing the intention of Companies House to fordibly remove a company from the register, is advertised for the benefits of creditors. Along with the notice, a letter is send to the company’s registered address.

For a period of 2 months, anyone can object to the strike off – i.e. a creditor.

At the end of this time the compay will be dissolved.

What are my Options if my Company has been Served a First Gazette notice for Compulsory Strike Off?

The answer to this will depend on your particular situation. Is the company still operating? Or will you be quite happy for it to be closed down and struck off?

One thing to be aware of is that if you have debts, HMRC will object to the company strike off application anyway, so it won’t serve as any easy way to avoid paying them. If that’s the case, your best course of action would be speaking with a licensed insolvency practitioner such as ourselves to put the company into voluntary liquidation, which is the correct way to close down insolvent limited companies with debt.

Failure to do this could mean you end up in compulsory liquidation further down the line.

If the letter has come as a shock to you because you would like to keep the company going, then another course of action presents itself which is to file a suspension application to prevent the Strike Off process from continuing.

It may be as simple as filing annual accounts which are missing, or bringing your annual confirmation statement up to date. In this situation, the letter you’ve received should come as a clear warning that you haven’t been keeping on top of filing responsibilities as expected. Simply processing correspondence and completing necessary filings will solve the problem.

Can I Object to a Strike Off Action?

Any interested party can submit a formal objection to the impending compulsory Strike Off action. That could mean directors, shareholders or even company creditors who don’t want to see the company dissolved before they’ve been paid.

You can object to the dissolution in the following ways:

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, 8:30am to 6pm

If Companies House rejects the application, the director must pay the outstanding debts immediately or, if that is not an option, consider an alternative means of closing the company, such as voluntary liquidation.

Can a Struck off Company be Reinstated?

HMRC are vigilant to ensure all taxes are paid 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 in order to ensure they get their full payment.

What Happens to Assets When a Company is Struck Off?

Once a company is dissolved, any company assets pass to the Crown under a law known as ‘bona vacantia’. The law dealing with this is Section 1012 (1) of the Companies Act 2006.

For this reason, the correct procedures for closing a company should be following, which means using a members voluntary liquidation in the case of a solvent limited company with assets, or creditors voluntary liquidation in the case of an insolvent limited company.

Both of these processes must be done with the assistance of a licensed insolvency practitioner.