What is a First Gazette Notice for Compulsory Strike-Off?
If you’re a UK company director, you must comply with various legal requirements to ensure your company remains active. However, if you fail to meet these obligations, your company may face a compulsory strike-off.
The first step towards compulsory strike-off is the publication of a “First Gazette Notice” in the official Gazette, which serves as a warning to the public that your company’s name is at risk of being struck off.
In this article, we’ll explore the First Gazette Notice for Compulsory Strike-Off concept in detail. We’ll discuss what it means, why it’s important, and what you can do to avoid it.
- What is a First Gazette Notice for Compulsory Strike Off?
- Why You Need to Take First Gazette Notice Seriously
- What Happens After First Gazette Notice is Published?
- Grounds for appeal against a First Gazette Notice
- Top Mistakes to Avoid When Dealing with First Gazette Notice
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.
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 statementTrusted Source – .GOV – Filing a Confirmation Statement
- lack of significant business activity
- inadequate communication with Companies House
Why You Need to Take First Gazette Notice Seriously
First Gazette Notice for Compulsory Strike-Off is not something to be taken lightly. It serves as a public warning that your company is at risk of being struck off the Companies House register. Ignoring or neglecting the Notice can have serious consequences for your company and its directors.
If your company is struck off the register, it will 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.
Furthermore, a company that has been struck off cannot trade or carry out any business activities, and any attempts to do so may result in criminal prosecution. The reputational damage to your company and its directors can also be significant, making it difficult to obtain credit or form new business relationships in the future.
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 the 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|
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.
Grounds for appeal against a First Gazette Notice
The most common grounds for appeal against a First Gazette Notice include:
- 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.
- 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.
- 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:
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, 8:30 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 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.
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.
First Gazette Notice for Compulsory Strike-Off FAQs
How long does it take from the first Gazette notice until the strike-off?
From the first Gazette notice, you will have a minimum of three months before any strike-off action is taken.
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.
- Trusted Source – .GOV – Filing a Confirmation Statement