UK Company Dissolution, Strike-Off & M&A Advisory

A UK company can apply to Companies House to be struck off the register using form DS01, provided it has not traded or changed its name in the last 3 months, has no pending legal proceedings, and is not insolvent. Directors must give notice to all members, creditors, employees, and other interested parties within 7 days of filing. Companies House publishes a notice in the Gazette; if no objections are received within 2 months, the company is dissolved. There is no state fee for DS01.

A Members Voluntary Liquidation (MVL) is a solvent winding-up process for a UK company that can pay all its debts in full within 12 months. Directors must swear a Declaration of Solvency. A licensed Insolvency Practitioner (IP) is appointed as liquidator. The IP realises assets, pays creditors, and distributes the surplus to shareholders. MVL distributions are treated as capital gains (potentially eligible for Business Asset Disposal Relief at 14%), making it tax-efficient compared to taking dividends.

A Scheme of Arrangement under Part 26 of the Companies Act 2006 requires approval of 75% in value and a majority in number of each class of creditors or shareholders, plus Court sanction. It is used for complex restructurings including debt-for-equity swaps, cross-border mergers, and demergers. The Restructuring Plan (Part 26A, introduced in 2020) allows cross-class cram-down, making it effective for distressed situations where dissenting creditor classes can be overridden.

When a UK company is dissolved via strike-off and distributed assets do not exceed £25,000, the distribution is treated as capital. Above £25,000, the distribution is treated as a dividend (income) unless an MVL is used. An MVL preserves capital treatment for distributions to shareholders. Carried-forward losses are extinguished on dissolution. Corporation Tax must be fully settled and the company's HMRC accounts closed before Companies House will process a DS01. We plan the exit sequence up front.

Yes. A company struck off by Companies House can be restored within 6 years of dissolution (administrative restoration, form RT01, £341 fee) if it was struck off in error or the company had outstanding obligations. Court-ordered restoration is also available for longer periods. All outstanding annual returns, accounts, and penalties must be filed and settled on restoration. Any property that escheated to the Crown during dissolution must be separately recovered through the Crown's Bona Vacantia division.