What Does It Mean to Dissolve a Company?
Company dissolution—also known as voluntary strike-off—is the process of legally closing a limited company and removing it from the official Companies House register.
Once dissolved:
- The company no longer exists as a legal entity
- You are released from most statutory responsibilities
- Any assets still owned by the company become property of the Crown (bona vacantia)
That’s why it’s important to dissolve the company properly, at the right time, and with full awareness of your responsibilities as a director.
When Can a Company Be Dissolved?
You can apply to dissolve your company if it:
- Has not traded or sold stock in the last 3 months
- Has not changed its name in the last 3 months
- Is not subject to insolvency proceedings
- Has no outstanding legal action or agreements pending
If your company doesn’t meet these conditions, you must go through a formal liquidation process instead, which is handled differently.
Dragonfly Associates can help assess your eligibility and guide you through the appropriate next steps, subject to agreed scope of service.
Steps to Voluntarily Dissolve a UK Company
Step 1: Settle All Business Affairs
Before applying, ensure the company:
- Has no outstanding debts or liabilities
- Has closed its bank accounts
- Has transferred or distributed any assets
- Has filed all final tax returns (e.g., Corporation Tax)
This is a legal requirement. HMRC and Companies House will reject a dissolution request if the company still has open obligations.
Step 2: File Form DS01
You must complete and submit Form DS01 to Companies House. This includes:
- Company number and name
- Signature(s) of majority of the directors
There is a £10 filing fee. If submitting by post, make sure the document is signed properly—errors can cause delays.
Dragonfly Associates prepares and files this form on behalf of clients requesting dissolution assistance.
Step 3: Inform Interested Parties
By law, within 7 days of filing the DS01, you must notify:
- Shareholders
- Creditors
- Employees
- Pension fund managers (if any)
This allows time for any objections to be raised before the company is struck off.
Step 4: Wait for the Confirmation
Companies House will publish a notice in the Gazette (the UK’s official public record). If there are no objections within 2 months, the company will be officially dissolved.
You’ll receive confirmation once this occurs.
What to Watch Out For
Mistakes or omissions during the dissolution process can result in:
- The application being rejected or delayed
- Legal penalties if creditors are not properly notified
- Unintended liability if the company still has debts or tax due
- Loss of remaining assets to the Crown if not distributed beforehand
Dragonfly Associates offers dissolution support designed to help avoid these risks—available under applicable service packages.
Dormant vs Dissolved: What’s the Difference?
A dormant company is one that still exists but doesn’t trade. It must still file accounts and confirmation statements annually.
A dissolved company no longer exists. It is struck off the register and cannot trade, hire, or operate in any way.
We can advise on whether dormancy or full closure is the right approach for your situation.
Frequently Asked Questions
Can I dissolve a company that still has debts?
No. In this case, a formal liquidation process must be followed under insolvency rules. We can refer clients to a licensed insolvency practitioner if needed.
Can I restore a dissolved company later?
Yes, but only under certain conditions, and it can be complex. You’ll need to apply for administrative or court restoration.
What happens to the company’s assets if I forget to transfer them?
Any remaining assets become bona vacantia—property of the Crown. That’s why asset distribution must happen before the DS01 is filed.
Close with Confidence
Dissolving your company isn’t something to fear—it’s a responsible way to close the chapter. But it does require care, accuracy, and full legal awareness.
Dragonfly Associates provides company dissolution services to help you exit cleanly and correctly, where agreed and available under contract.
If you’re ready to move on, contact our team to begin the process the right way.
