First Gazette Notice for Compulsory Strike-Off: Understanding the Process

This article will explain the ‘First Gazette Notice’ letter and the implications for your limited company if you get struck off.

We’ll explain your options, how to object, and what will happen if you let the process run its course.

What is a First Gazette Notice for Compulsory Strike Off?

A first gazette notice for compulsory strike-off is a notice administered by Companies House indicating that a company is at risk of being struck off the official register of companies. 

Gazette notices are official, legally binding announcements published in government gazettes( journals of public record). The location of your company will decide whether the information is published in the London, Edinburgh or Belfast edition.

The first gazette notice for compulsory strike-off notice is usually issued when a company has failed to file its annual returns or has not engaged in any significant business activity for an extended period.

As a company director, you will be informed of this notice by letter and have three months to respond. If you don’t take action or fail to meet the requirements in the notice, the company will be removed from the register andno longer have legal status. 

Strike-off can seriously affect the company’s directors and shareholders, including financial liabilities and potential legal action.

The Registrar of Companies has the powers (under Section 1000 of the Companies Act 2006 (CA 2006)) to strike off a company if it has failed to complete its statutory duties.

Why Would a Company Receive a First Gazette Notice for Compulsory Strike-Off?

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 Could Happen if You Don’t Respond to First Gazette Notice for Compulsory Strike-Off?

Consequence	Impact on Company	Impact on Directors	Impact on Shareholders	Impact on Creditors
Loss of legal status	Company dissolved
Directors could be held personally liable for company’s debts and subject to fines and penalties		Liabilities continue
Shareholders lose their investment and cannot recover any losses			Loss of investment
Creditors cannot recover any outstanding debts from the company				Loss of debt recovery

Received a First Gazette Notice: What are Your Options?

Stopping the gazette notice from becoming a compulsory strike-off may be as simple as filing annual accounts or your annual confirmation statement. Any correspondence from Companies House will explain what is required of you.

In this situation, the letter you’ve received should clearly warn you that you haven’t been keeping on top of filing responsibilities. Simply processing correspondence and completing necessary filings will solve the problem.

Equally, you may no longer need the company and can let the process run its course. It would be best if you certainly communicated with your accountant about this, either way.

Objecting to Compulsory Strike Off

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.

NB: HMRC may also object to the strike-off. HMRC is 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 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 followed, which means using a member’s 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.

Our Insights

1. Seek professional guidance: Our experienced team specialises in helping companies with debt through challenging circumstances.
2. Review the reasons for the notice: If you need to file missing annual returns or other required documents or take steps to increase the company’s business activity, the
3.  Keep an open line of communication with Companies House and respond promptly to any correspondence. 
4. Take action to mitigate potential consequences: Even if your company cannot avoid being struck off, you can take steps to minimise the possible impacts, such as transferring assets to a new company or winding up the business in an orderly manner.

First Gazette Notice for Compulsory Strike-Off FAQ’s

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