With almost four decades of experience in business, Mike Smith is one of the founders of Company Debt and one of the UK’s most experienced mediators with HMRC.
Having previously owned several of his own successful companies and occupied senior roles as a director within both Legal and General and Sun Alliance during separate periods of his career, Mike founded Company Debt with a genuine desire to help stressed directors in challenging circumstances. He is also an expert in the alternative finance sector.
If you have just seen your company’s name in the second Gazette notice, or Companies House has warned of an imminent compulsory strike-off, the sinking feeling is real. Are you now personally on the hook for debts, tax or fines? Take a breath. Dissolution closes the company, but it does not automatically remove every potential obligation linked to its past activities.
This guide explains what changes when a company is struck off, which risks can still affect directors and what practical steps you can take to protect yourself after dissolution.
Strike-off is the procedure; dissolution is the result. When the final Gazette notice is published, the company is removed from the Companies Register and legally ceases to exist. From that moment, the company can no longer trade, enter contracts or act through its directors.
Understanding which route is being used helps you judge how much time you have to resolve issues and whether the company could be restored later.
Voluntary vs compulsory routes
Voluntary strike-off (Companies Act 2006, s.1003) begins when directors apply to remove the company from the register using form DS01. The company must meet several conditions before applying, including not trading or selling assets in the previous three months.
Compulsory strike-off (ss.1000–1002) is initiated by the Registrar, usually because the company has failed to file accounts, confirmation statements or other statutory documents.
In both cases, Companies House publishes a Gazette notice announcing the proposed strike-off and allowing time for objections. If no valid objection is received, a second Gazette notice confirms the company has been dissolved.
Once dissolved:
The company’s legal existence ends.
Any remaining company property generally passes to the Crown as bona vacantia.
Directors no longer have authority to act on behalf of the company.
The company cannot trade, enter contracts or carry on business.
DS01 timeline at a glance
Day 0 – DS01 application submitted to Companies House
Within 7 days – copies must be sent to members, creditors, employees and certain other interested parties
Gazette notice – Companies House publishes notice of proposed strike-off
At least two months later – if no objection is received, the company is struck off and dissolved
Why directors can still face risks after dissolution
Dissolution removes the company from the register, but it does not prevent every possible legal consequence connected with how the company was run.
Several issues can still affect directors after a strike-off, particularly if concerns are raised about the company’s conduct before dissolution.
Key exposures that may still arise
Personal guarantees – Loans, leases or supplier credit personally guaranteed by a director remain enforceable against that individual.
Director conduct investigations – The Insolvency Service may investigate the conduct of directors of dissolved companies and can seek disqualification if misconduct is identified.
Director disqualification proceedings – Courts can impose bans of up to 15 years under the Company Directors Disqualification Act 1986 if a director’s conduct is found to be unfit.
Restoration of the company – Creditors, former directors, shareholders or other interested parties may apply to restore the company to the register.
Record-keeping expectations – Business records may still be needed if the company is restored, investigated or subject to a legal claim.
Because of these risks, directors should ensure that all legal obligations have been addressed before applying for strike-off.
Obligations you must meet before applying to strike off
Applying for strike-off while leaving unresolved obligations can lead to criminal offences under the Companies Act.
Before submitting form DS01, directors should ensure that the company satisfies the legal conditions for strike-off and that all interested parties are properly notified.
Pre-strike-off checklist
Send a copy of the DS01 application to all shareholders, creditors, employees, pension trustees and other relevant parties within 7 days of submitting it.
Ensure the company has not traded or sold stock in the previous three months.
Stop carrying on business and cease operations.
File any outstanding statutory documents required by Companies House where necessary.
Resolve or formally deal with outstanding liabilities where possible.
If circumstances change, for example the company resumes trading, withdraw the application using form DS02.
Failure to notify relevant parties of a strike-off application is a criminal offence under the Companies Act.
What changes the day your company is struck off
When the company is dissolved, it is removed from the Companies Register and ceases to exist as a legal entity.
This has several immediate consequences.
Key effects include:
The company cannot trade or carry on business.
Directors lose their authority to act on behalf of the company.
Any remaining property belonging to the company normally passes to the Crown as bona vacantia.
Creditors cannot pursue the company itself unless it is restored to the register.
Duty
Status Before
Status After
Risk if Ignored
Company operations
Directors can run the company
Company ceases to exist
Trading may require forming a new company
Ownership of assets
Company owns its property
Assets generally pass to the Crown
Loss of company property
Contracts
Company can enter contracts
Company cannot contract
Legal uncertainty if activity continues
Director authority
Directors manage company
Authority ends
Actions taken may have no legal effect
Understanding these changes helps directors avoid mistakes that could create complications later.
Ongoing responsibilities once the company is dissolved
Although the company no longer exists, directors should remain aware of potential follow-up issues that may arise.
Taking sensible steps after dissolution helps reduce the risk of problems later.
Practical steps to consider
Keep important company records – Records may be required if the company is restored or investigated.
Respond to correspondence – Creditors, regulators or HMRC may still contact former directors regarding historical matters.
Cooperate with restoration applications – If the company is restored, it is treated as if it had never been dissolved, meaning filings and obligations can resume.
Review personal guarantees – Any personal guarantees linked to company borrowing remain enforceable.
Avoid using the dissolved company – If you intend to continue trading, a new legal entity must normally be formed.
Personal liability risks directors can still face
Dissolution removes the company, but courts may still review how directors managed the company before it was struck off.
If misconduct is identified, directors may face civil or criminal consequences.
Situations where directors may face personal exposure
Wrongful trading (Insolvency Act 1986 s.214) – Courts can order directors to contribute to company losses if they continued trading when insolvency was unavoidable.
Fraudulent trading (IA 1986 s.213) – Trading with intent to defraud creditors is a criminal offence.
Misuse of company assets – Improper transfers of company property may be challenged if the company is restored.
Breach of a disqualification order – Acting as a director while banned is a criminal offence.
Personal guarantees – Guarantees signed by directors remain enforceable regardless of the company’s dissolution.
How creditors or HMRC can restore the company
Dissolution does not always permanently close a company’s legal history.
Interested parties may apply to restore the company to the register, typically within six years of dissolution.
Once restored, the company is treated in law as though it had never been struck off.
Two ways to restore a dissolved company
Feature
Administrative restoration
Court restoration
Who can apply
Former directors or shareholders
Creditors, former directors, shareholders or others with a legal interest
When used
Company struck off by the Registrar
Most other circumstances
Time limit
Usually within six years
Usually within six years
Outcome
Registrar restores company
Court orders Companies House to restore company
What restoration means
If the company is restored:
Outstanding filings must be submitted
Taxes and debts may again be pursued
Company obligations resume as if the company had never been dissolved
Investigations, disqualification and penalties
The Insolvency Service may investigate the conduct of directors of dissolved companies.
Where evidence of unfit conduct is found, the Secretary of State may apply to court for a director disqualification order under the Company Directors Disqualification Act 1986.
A disqualification order can prevent someone from acting as a director or being involved in company management for up to 15 years.
Situations that may trigger investigation
Complaints from creditors, employees or HMRC
Concerns about asset transfers before strike-off
Failure to notify creditors of the strike-off application
Repeated company failures or misconduct patterns
Missing or inadequate company records
Possible outcomes
Disqualification undertakings
Court-ordered disqualification
Civil recovery actions
Criminal proceedings in serious cases
Practical checklist to stay safe after strike-off
Taking sensible precautions can help reduce the likelihood of problems following dissolution.
Steps former directors often take include:
Keeping copies of key company records and filings
Retaining DS01 documentation and related correspondence
Monitoring post relating to the former company
Reviewing any personal guarantees linked to the company
Seeking professional advice if legal concerns arise
Differences across England, Scotland and Northern Ireland
The Companies Act 2006 applies across the UK, so the legal framework for strike-off is broadly the same.
However, some procedural aspects differ.
Gazette notice published in
England & Wales – London Gazette
Scotland – Edinburgh Gazette
Northern Ireland – Belfast Gazette
Crown office handling bona vacantia
England & Wales – Government Legal Department
Scotland – King’s and Lord Treasurer’s Remembrancer
Northern Ireland – Crown Solicitor’s Office
Courts handling restoration
England & Wales – High Court or County Court
Scotland – Court of Session or Sheriff Court
Northern Ireland – High Court in Belfast
FAQs
1) Does dissolution erase company debts?
Dissolution removes the company from the register, but creditors may apply to restore the company. If restoration occurs, the company’s liabilities can again be pursued.
2) How long should company records be kept?
Companies must normally keep accounting records for at least three years (private companies) or six years (public companies) under the Companies Act. In practice, records are often kept longer in case legal issues arise.
3) Can I reuse the same company name?
Once a company is dissolved, its name may become available for registration again. However, directors should proceed carefully, particularly if the previous company could still be restored.
4) What happens to Bounce Back Loans after strike-off?
The loan remains a company liability. If the company is restored, the lender can pursue repayment from the company.
5) Can I be disqualified if the company was struck off?
Yes. The Insolvency Service can seek disqualification where the conduct of directors of a dissolved company is considered unfit.
6) Are personal guarantees cancelled when a company is dissolved?
No. Personal guarantees are separate contracts between the director and the lender and remain enforceable.
7) Can HMRC still investigate after strike-off?
HMRC can raise concerns or request restoration of a company if tax issues remain unresolved.
8) How much does it cost to restore a company?
Costs vary depending on the restoration route and any legal or filing fees required.
9) Do former directors need insurance after dissolution?
Some directors choose to keep professional insurance such as directors’ liability cover for a period after dissolution, although this is not a legal requirement.
10) Can employees still bring claims?
Employees may still pursue certain claims and may request restoration of the company if legal proceedings require a defendant.
11) What happens to money left in a company bank account?
Company property that remains after dissolution may pass to the Crown as bona vacantia.
12) Can a creditor stop the strike-off?
Creditors can object to the strike-off before dissolution or apply for restoration afterwards.
