In this article, we’ll explain what this letter means, and what the implications for your limited company.
What is a First Gazette Notice for Compulsory Strike Off?
Let’s define some of the terms used.
Firstly, the Gazette is the official journal of public record. It’s where important statutory notices are required to be published. By law any insolvency procedure must be advertise here, so the ‘first notice’ is giving you warning of an impending first advertisement.
Secondly, ‘Striking Off a Company’ (also called ‘dissolution) is the process of removing it from the official register of companies at Companies House.
With those two defined it becomes clear that the letter you’ve received refers to the fact your company is about to be compulsorily struck off the Companies House register.
It 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.
Second Gazette Notice for Compulsory Strike-off
Gazette notices will include a time period in their wording.
Once the first notice has expired it will be followed by a second notice which announces that the company has been formally struck off.
What Does it Mean When a Company has a 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.
How to Object to or Stop a Compulsory 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:
Companies House England and Wales
Registrar of Companies for England and Wales
If you’re concerned your documents may not arrive in time, call Companies House to ask for a delay of up to 2 weeks.
Telephone: 0303 1234 500
Monday to Friday, 8:30am to 6pm
“Compulsory Strike Off Has Been Discontinued?”
In some cases, Companies House will send the letter to a company which has debts.
The system is automated so the letter is simply sent out, despite the fact that HMRC have one of their own officers working in Companies House whose job it is to object to those strike off applications which have debt attached.
So shortly after receiving the letter informing you your company is going to be struck off, you may received another one saying there is an objection.
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.
As of January 21 2021, HMRC has paused all voluntary and compulsory strike off processes until 21 February 2021.