Objection to a Limited Company Being Struck off

What is an Objection to a Striking Off Application?

An objection to a Striking Off Application is a formal challenge to the process of legally dissolving a company. This objection can be raised by various parties who have an interest in the company, such as shareholders, creditors, employees or others who may be impacted by the company’s dissolution.

Commonly, it is HMRC themselves who lodge this objection due to unpaid tax.

Reasons for objecting to a company’s strike off include situations where interested parties have not been informed about the company’s decision to dissolve, concerns about the accuracy or honesty of the information in the striking off application, or evidence of illegal activities by the company’s directors, like tax fraud.

Additionally, parties who have legal claims against the company, or are owed money by it, might object to prevent the company from being removed from the register. This ensures that their rights and interests are considered and addressed before the company ceases to exist legally.

Can HMRC Object to Company Strike Off?

Yes, HM Revenue and Customs (HMRC) can object to a company’s strike off. HMRC, as a key creditor and tax authority, has the right to intervene if it believes that the company has outstanding tax liabilities or has not fulfilled its tax obligations. This includes unpaid taxes, unresolved tax disputes, or ongoing investigations into the company’s tax affairs.

HMRC’s objection is a protective measure to ensure that all due taxes are paid and that companies do not evade their fiscal responsibilities through dissolution.

How Do Those Objecting Know the Company Is Being Dissolved?

Those objecting to a company’s dissolution typically find out about the company’s intent to dissolve through notices published in the Gazette, the official public record. When a company applies for striking off, it is required to place a notice in the Gazette, which serves as a public announcement of its intention to dissolve.

HM Revenue and Customs (HMRC) specifically has a dedicated team that monitors these Gazette notices. This team’s primary focus is to identify companies that are applying for strike-offs but have outstanding tax liabilities or unresolved tax issues.

How are Objections Made?

The objector must provide a written notification to Companies House outlining the basis of their objection and including clear and compelling evidence supporting their claim. For example, if the objection is due to outstanding debts, relevant documentation or proof of such debts should be attached. If the objection relates to legal claims or disputes, details of these legal matters need to be included.

It’s important to note that timing is crucial. Objections must be lodged before the final dissolution notice is published in the Gazette, which typically occurs two months after the initial notice of striking off.

What Happens if the Objections are Upheld?

If objections to a company’s striking-off application are upheld, the process of striking off is halted, and the company remains active and registered.

The company will have to address the issues raised, which could involve settling outstanding debts, resolving legal disputes, or rectifying any discrepancies in its application. This may also involve negotiating with creditors or dealing with legal claims.

During this period, the company continues to exist as a legal entity and must fulfil all the usual statutory obligations, such as filing annual accounts and reports.

If the company resolves the issues to the satisfaction of the objecting parties, it may reapply for striking off once all concerns have been adequately addressed.

What Should you do if you Receive a Strike Off Objection from HMRC?

The simplest answer is that you will need to arrange to repay any outstanding taxes with HMRC before they will allow the company to be struck off the register.

If you disagree with the amount of outstanding tax specified in the objection letter, you should contact HMRC to discuss this further.

If the company cannot meet its outstanding tax liabilities (for example, if it can’t pay its corporation tax bill), it is insolvent, and liquidation rather than striking off will be the appropriate way to close the company. If this is the case, then the application for the company to be struck off should be withdrawn, and you should seek company liquidation advice about the most appropriate way to close the company.

Need Advice?

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FAQs on Striking Off Applications and Objections