# How to close a limited company in the UK: a checklist

> How to close a limited company in the UK: strike off with form DS01, members' or creditors' voluntary liquidation, HMRC final returns, staff and records.

Canonical: https://origindatapartners.com/guides/close-a-limited-company-uk
By: Origin Data Partners
Status: Published
Published: 2026-11-05
Updated: 2026-11-05
Sources checked: 2026-11-05

## Quick answer

To close a limited company in the UK, choose one of three routes. A company that has stopped trading and is not threatened with liquidation can apply to be struck off the Companies House register with form DS01, which costs £13 online or £18 on paper; striking off is usually the cheapest way to close. A solvent company can instead use a members' voluntary liquidation, and a company that cannot pay its debts uses a creditors' voluntary liquidation; both are run by an authorised insolvency practitioner as liquidator. To strike off, the company must not have traded, sold off stock or changed its name in the last 3 months, and a copy of the application must reach shareholders, creditors, employees and others within 7 days. Before applying, send final accounts and a Company Tax Return to HMRC, close the PAYE scheme, cancel VAT within 30 days and share out the assets: anything the company still owns when it is dissolved, including future HMRC refunds, passes to the Crown. Keep business documents for 7 years after strike off, and check whether operational records can be licensed before deleting company systems.

## Key points

- Striking off with form DS01 is usually the cheapest route, but only for a company that has not traded, sold stock or changed its name in the last 3 months and is not threatened with liquidation.
- Sell or share out every asset before dissolution: bank balances, property, intellectual property and even future HMRC refunds pass to the Crown as bona vacantia.
- Export and list your records before cancelling systems. Business documents must be kept for 7 years after strike off, and some records may be worth licensing first.

## Closing a limited company checklist

Before you file DS01 or appoint a liquidator, check what the company's records are worth. AI developers now pay for the operational records of closing and closed companies, such as tickets, work orders, email and chat archives and code ([public deals](https://origindatapartners.com/guides/ai-data-licensing-deals)). A [free valuation](https://origindatapartners.com/check-fit) takes six questions about the business and no files.

Most UK closures follow the same steps, whichever route you take. You usually need the agreement of the company's directors and shareholders, and the way you close depends on whether the company can pay its bills ([GOV.UK](https://www.gov.uk/closing-a-limited-company)). The steps below are for a voluntary strike off; a liquidation follows the same groundwork but hands the later steps to a liquidator. Each rule is sourced in the sections below.

| Step | What to do | Timing or rule |
| --- | --- | --- |
| 1. Agree the route | Directors and shareholders agree to close; choose strike off, a members' voluntary liquidation or a creditors' voluntary liquidation | Strike off only if the company is eligible; a liquidation needs an authorised insolvency practitioner |
| 2. Stop trading | Stop selling, settle trading debts and do not change the company's name | No trading, stock sales or change of name in the 3 months before a DS01 |
| 3. Tell staff | Consult, give notice, pay final wages or salary and any redundancy pay | Collective consultation for 20 or more redundancies at one establishment: at least 30 days, or 45 days for 100 or more |
| 4. Close payroll | Final FPS or EPS, leaving dates, P45s; tell HMRC straight away | Pay outstanding tax and National Insurance within 17 days (14 by cheque) |
| 5. Cancel VAT | Cancel the registration and file the final VAT Return | Within 30 days of stopping being eligible |
| 6. File final accounts | Final statutory accounts and Company Tax Return to HMRC; pay all Corporation Tax | Settle HMRC refunds first: HMRC cannot refund a dissolved company |
| 7. Check the records | Export and list the company's records; see whether they can be licensed | Before systems are cancelled and before the company is dissolved |
| 8. Deal with the assets | Close bank accounts, transfer domain names, share what is left among shareholders | Anything left at dissolution passes to the Crown |
| 9. Apply to strike off | File form DS01, signed by a majority of directors | £13 online, £18 on paper |
| 10. Tell everyone affected | Send a copy of the application to shareholders, creditors, employees, pension trustees and non-signing directors | Within 7 days of applying |
| 11. Wait for the Gazette | First notice, time for objections, then a second notice that dissolves the company | Struck off not less than 2 months after the first notice |
| 12. Keep the records | Store business documents and name who holds them | 7 years after the company is struck off |

Source: [GOV.UK: Closing a limited company](https://www.gov.uk/closing-a-limited-company)

## Three ways to close a limited company: strike off, MVL or CVL

A company that can pay its bills can be struck off the register or put into a members' voluntary liquidation; striking off is usually the cheapest way to close it. A company that cannot pay its bills can use a creditors' voluntary liquidation or administration, and one that does not pay its creditors might be forced into compulsory liquidation ([GOV.UK](https://www.gov.uk/closing-a-limited-company)). Striking off is also known as dissolving the company ([GOV.UK](https://www.gov.uk/strike-off-your-company-from-companies-register)).

|  | Voluntary strike off | Members' voluntary liquidation (MVL) | Creditors' voluntary liquidation (CVL) |
| --- | --- | --- | --- |
| The company must be | Not trading, selling stock or changing its name for 3 months; not threatened with liquidation; no agreement with creditors such as a CVA | Solvent: assets worth more than its debts, and able to pay its debts within 12 months | Unable to pay its debts (insolvent) |
| Who runs it | The directors | An authorised insolvency practitioner appointed as liquidator | An authorised insolvency practitioner appointed as liquidator, acting in the creditors' interest |
| How it starts | Form DS01 signed by a majority of directors | A declaration of solvency by a majority of directors, then a shareholders' resolution no more than 5 weeks later | A winding-up resolution passed by 75% of shareholders by value of shares |
| Filings | DS01 to Companies House; a copy to people affected within 7 days | Resolution in The Gazette within 14 days; declaration to Companies House within 15 days | Resolution to Companies House within 15 days and in The Gazette within 14 days |
| Cost | £13 online or £18 on paper; usually the cheapest way to close | The liquidator pays the liquidation costs and the final VAT bill | The liquidator pays the liquidation costs and the final VAT bill |
| Assets | The directors share them out before strike off; anything left passes to the Crown | The liquidator sells them and pays the debts; any money left goes to shareholders | The liquidator sells them and uses the money to pay creditors |
| Directors afterwards | Any liability continues as if the company had not been dissolved | Lose control of the company to the liquidator | Lose control; the liquidator reports on their conduct; a 5-year ban on re-using the company name, with exceptions |

Source: [GOV.UK: Closing a limited company](https://www.gov.uk/closing-a-limited-company)

## Making the company dormant instead of closing it

You do not have to close a company that is no longer trading. You can let it become dormant for tax as long as it is not carrying on business activity, trading or receiving income; it stays registered at Companies House, and you can keep it dormant for as long as you want ([GOV.UK](https://www.gov.uk/closing-a-limited-company)). Dormant means different things for Corporation Tax and for Companies House ([GOV.UK](https://www.gov.uk/dormant-company)), and each comes with its own filings:

- VAT and payroll: if the company does not intend to trade again, deregister for VAT within 30 days of it becoming dormant; if you plan to restart, send nil VAT returns while it is dormant. Close the PAYE scheme if you do not plan to restart trading in this tax year ([GOV.UK](https://www.gov.uk/dormant-company/dormant-for-corporation-tax)).
- When dormancy suits: you may restart the business, or the company still has affairs to finish, such as an HMRC refund to receive. Once a company is struck off, anything left goes to the Crown, including payments it may receive in future such as refunds from HMRC ([GOV.UK](https://www.gov.uk/strike-off-your-company-from-companies-register/close-down-your-company)).
- When striking off is better: the company will not trade again. Dormancy keeps the yearly filings, late accounts cost a private company £150 to £1,500, doubled if they are late 2 years in a row ([GOV.UK](https://www.gov.uk/annual-accounts/penalties-for-late-filing)), and not filing a confirmation statement can bring a fine of up to £5,000 and the company being struck off ([GOV.UK](https://www.gov.uk/running-a-limited-company/confirmation-statement)). A voluntary strike off costs £13 online, once ([Companies House](https://www.gov.uk/government/publications/companies-house-fees/companies-house-fees)).
- Identity checks continue: before filing a confirmation statement you may need to verify your identity using GOV.UK One Login, and a company with more than one director needs each director's personal code ([GOV.UK](https://www.gov.uk/file-your-confirmation-statement-with-companies-house)).
- Cash left in the company: shareholders who want Business Asset Disposal Relief on a final distribution need it made within 3 years of the company ceasing to trade ([HMRC](https://www.gov.uk/government/publications/entrepreneurs-relief-hs275-self-assessment-helpsheet/hs275-business-asset-disposal-relief-2026)), so a company left dormant with money in it for longer can lose the relief. See [Business Asset Disposal Relief](https://origindatapartners.com/guides/business-asset-disposal-relief).
- Licensing the records: a company stays dormant for tax only while it is not receiving income, so talk to your accountant before a dormant company agrees a licence fee.

|  | Dormant for Corporation Tax (HMRC) | Dormant for Companies House |
| --- | --- | --- |
| What it means | Usually, the company has stopped trading and has no other income, for example investments. Trading includes buying, selling, renting property, advertising, employing someone or getting interest | No significant transactions in the financial year. Filing fees paid to Companies House, late filing penalties and money paid for shares at incorporation do not count |
| How it starts | Tell HMRC online, by phone or by post, with the company's 10-digit Unique Taxpayer Reference and the date it stopped trading. HMRC may also write to say it will treat the company as dormant | Nothing to apply for: the accounts you file show it |
| What you still file | No further Company Tax Return once HMRC knows, unless you receive a notice to deliver one. If you have already had a notice, file a return showing the company was dormant for the period | Annual accounts within 9 months of the financial year end, and a confirmation statement at least once every 12 months: £50 online, £110 by post. A small dormant company can file dormant accounts and needs no audit |
| Restarting | Register for Corporation Tax again in the business tax account; a new Corporation Tax accounting period begins when activity restarts | Nothing to tell Companies House: the next non-dormant accounts show the company is trading again |

Source: [GOV.UK: Dormant companies and associations](https://www.gov.uk/dormant-company)

## Can you strike off your company? The 3-month rule

You can only strike off a company that has not traded or sold off any stock in the last 3 months, has not changed its name in the last 3 months, is not threatened with liquidation and has no agreement with creditors such as a Company Voluntary Arrangement. If it does not meet these conditions, you have to liquidate it instead ([GOV.UK](https://www.gov.uk/strike-off-your-company-from-companies-register)).

The rule is about trading, not winding up. Under section 1004 of the [Companies Act 2006](https://www.legislation.gov.uk/ukpga/2006/46/section/1004), the company may still do what is necessary or expedient to apply for strike off, to conclude its affairs or to comply with a statutory requirement. [Companies House](https://www.gov.uk/government/publications/striking-off-or-dissolving-a-limited-company/striking-off-or-dissolving-a-limited-company) gives an example: a company that sold apples could not continue selling apples, but it could sell the truck it once used to deliver them. Settling trading or business debts also counts as concluding the company's affairs.

Strike off is not an alternative to formal insolvency proceedings, Companies House says. You cannot apply while the company is the subject, or proposed subject, of insolvency proceedings such as liquidation, or of a section 895 scheme with its creditors or members.

- It is an offence to apply when the company is not eligible. Withdraw the application immediately if the company changes its mind or no longer meets the criteria.
- No director? Appoint one first. Shareholders must agree to the appointment and may need to vote on it.
- Not ready to close? A company that is no longer trading can stay dormant for as long as you want, but it must still send annual accounts and a confirmation statement to Companies House ([GOV.UK](https://www.gov.uk/closing-a-limited-company)).

Source: [Companies House: Striking off or dissolving a limited company](https://www.gov.uk/government/publications/striking-off-or-dissolving-a-limited-company/striking-off-or-dissolving-a-limited-company)

## Before you apply: final accounts, Corporation Tax and VAT

Before applying to strike off, you must close the company down legally: announce your plans to interested parties and HMRC, treat employees according to the rules and deal with the business assets and accounts ([GOV.UK](https://www.gov.uk/strike-off-your-company-from-companies-register/close-down-your-company)).

- Final accounts: prepare final statutory accounts and a Company Tax Return, send them to HMRC stating that these are the final trading accounts and that the company will soon be struck off, and pay all Corporation Tax and any other tax due. You do not have to file final accounts with Companies House.
- A final-year loss: you might be able to set it against profits from previous years through terminal loss relief, claimed on the final tax return.
- Refunds: resolve anything unfinished with HMRC, such as claiming or receiving a refund, before you apply. HMRC cannot process or issue refunds to a dissolved company ([Companies House](https://www.gov.uk/government/publications/striking-off-or-dissolving-a-limited-company/striking-off-or-dissolving-a-limited-company)).
- Subcontractors: a company that pays subcontractors must tell HMRC it is going to stop using contractors.
- VAT: cancel the registration within 30 days of stopping being eligible, or you might be charged a penalty. Submit a final VAT Return up to and including the cancellation date, and account for stock and other assets you hold on that date if you reclaimed, or could have reclaimed, VAT on them and the total VAT due is over £1,000. A business that stopped trading after liquidation cancels by post on form VAT7 ([GOV.UK](https://www.gov.uk/register-for-vat/cancel-your-registration)).

Source: [GOV.UK: Strike off your limited company, close down your company](https://www.gov.uk/strike-off-your-company-from-companies-register/close-down-your-company)

## Employees: redundancy, notice, final pay and PAYE

Closing down is one of the reasons for redundancy, and for a redundancy to be genuine the employee's job must no longer exist ([GOV.UK](https://www.gov.uk/staff-redundant)). If the company employs staff, you must follow the rules if you make staff redundant and pay their final wages or salary ([GOV.UK](https://www.gov.uk/strike-off-your-company-from-companies-register/close-down-your-company)).

Making 20 or more employees redundant within any 90-day period at a single establishment brings in collective consultation, and you must notify the Redundancy Payments Service on form HR1 before it starts. With fewer than 20 there are no set rules, but if you do not consult, the redundancies will almost certainly be unfair and you could be taken to an employment tribunal ([GOV.UK](https://www.gov.uk/staff-redundant/redundancy-consultations)).

- Tell HMRC straight away that the company has stopped employing people, enter a leaving date on each employee's payroll record and send the expenses and benefits returns ([GOV.UK](https://www.gov.uk/stop-employing-staff)).
- In a strike off, employees, former employees the company owes money and the managers or trustees of any employee pension fund all get a copy of the application within 7 days ([Companies House](https://www.gov.uk/government/publications/striking-off-or-dissolving-a-limited-company/striking-off-or-dissolving-a-limited-company)).

| Rule | What applies | Source |
| --- | --- | --- |
| Collective consultation | 20 to 99 redundancies: HR1 at least 30 days before the first redundancy and at least 30 days of consultation before dismissal. 100 or more: 45 days for both. Failing to notify can mean an unlimited fine. | [GOV.UK](https://www.gov.uk/staff-redundant/redundancy-consultations) |
| Statutory notice | At least a week after 1 month to 2 years of service; a week for every year from 2 to 12 years; 12 weeks after 12 or more years | [GOV.UK](https://www.gov.uk/staff-redundant/giving-staff-notice) |
| Statutory redundancy pay | Normally due to employees with 2 years of service or more. For redundancies on or after 6 April 2026, weekly pay is capped at £751 and the maximum is £22,530 | [GOV.UK](https://www.gov.uk/redundancy-your-rights/redundancy-pay) |
| Final payroll | A final FPS or EPS with 'Final submission because scheme ceased' selected; outstanding tax and National Insurance paid within 17 days (14 by cheque); a P45 on each employee's last day | [GOV.UK](https://www.gov.uk/stop-employing-staff) |

Source: [GOV.UK: Redundancy consultations](https://www.gov.uk/staff-redundant/redundancy-consultations)

## Deal with the assets first: anything left goes to the Crown

When a company is dissolved, all property and rights whatsoever that it holds are deemed to be bona vacantia and belong to the Crown, or to the Duchy of Lancaster or the Duke of Cornwall ([Companies Act 2006, section 1012](https://www.legislation.gov.uk/ukpga/2006/46/section/1012)). GOV.UK lists property and land, mortgages, shares and intellectual property such as trademarks, registered designs and patents among those assets ([GOV.UK](https://www.gov.uk/claiming-money-or-property-from-dissolved-company)).

That includes money. The company's bank account is frozen from the date of dissolution and any money in it passes to the Crown ([Companies House](https://www.gov.uk/government/publications/striking-off-or-dissolving-a-limited-company/striking-off-or-dissolving-a-limited-company)), as do payments the company receives in future, such as refunds from HMRC. To get anything back you have to restore the company ([GOV.UK](https://www.gov.uk/strike-off-your-company-from-companies-register/close-down-your-company)).

- Before you apply, close any bank accounts and transfer any domain names ([GOV.UK](https://www.gov.uk/strike-off-your-company-from-companies-register/apply-to-strike-off)), and settle the company's debts.
- Share the business assets among the shareholders before the company is struck off. If you take assets out first, you might have to pay Capital Gains Tax; if the amount is worth more than £25,000, it is treated as income and taxed as Income Tax.
- Contracts that pay out later are a trap: a refund or fee that reaches the company after dissolution goes to the Crown with everything else.
- In a liquidation, the company's assets are used to pay off its debts and any money left goes to shareholders. Money not shared out by the time the company is removed from the register goes to the state ([GOV.UK](https://www.gov.uk/liquidate-your-company)).

Source: [Companies Act 2006, section 1012 (property of dissolved company to be bona vacantia)](https://www.legislation.gov.uk/ukpga/2006/46/section/1012)

## How to apply to strike off with form DS01

Apply on form DS01. It costs £13 online, paid by debit or credit card, or £18 on paper, paid by cheque or postal order, and paper applications usually take much longer ([Companies House](https://www.gov.uk/government/publications/strike-off-a-company-from-the-register-ds01)). Those are the fees from 1 February 2026 ([Companies House](https://www.gov.uk/government/news/companies-house-fees-are-changing-from-1-february-2026); [fees list](https://www.gov.uk/government/publications/companies-house-fees/companies-house-fees)). A cheque cannot come from the company's own account ([GOV.UK](https://www.gov.uk/strike-off-your-company-from-companies-register/apply-to-strike-off)).

A majority of the directors must apply. If there are only 2 directors, both must apply; a sole director can apply alone. Within 7 days of applying, send a copy of the application to everyone who could be affected ([Companies House guidance](https://www.gov.uk/government/publications/striking-off-or-dissolving-a-limited-company/striking-off-or-dissolving-a-limited-company); [Companies Act 2006, section 1006](https://www.legislation.gov.uk/ukpga/2006/46/section/1006)):

- Members, usually the shareholders.
- Existing and likely creditors: banks, suppliers, former employees the company owes money, landlords or tenants, guarantors, personal injury claimants, HMRC and the DWP.
- Employees, and managers or trustees of any employee pension fund.
- Any directors who did not sign the application.
- Anyone who becomes one of these after you apply, within 7 days of them doing so. The duty lasts until the company is dissolved or the application is withdrawn.
- Post the copy to, or leave it at, a person's last known address or a company's principal or registered office, and keep proof of delivery or posting.
- Penalties: not sending copies is an offence that can bring an unlimited fine. Doing it to conceal the application can mean up to 7 years in prison, and a director can be disqualified for up to 15 years.

Source: [Companies House: Striking off or dissolving a limited company](https://www.gov.uk/government/publications/striking-off-or-dissolving-a-limited-company/striking-off-or-dissolving-a-limited-company)

## After you apply: the Gazette notice and how long it takes

Once Companies House accepts the application, the strike-off runs on a fixed sequence ([Companies House](https://www.gov.uk/government/publications/striking-off-or-dissolving-a-limited-company/striking-off-or-dissolving-a-limited-company)). The company is dissolved when the final notice is published ([Companies Act 2006, section 1003](https://www.legislation.gov.uk/ukpga/2006/46/section/1003)).

- The Gazettes are published weekly, and the notices also appear on the company's record at Companies House.
- After strike off you lose access to the company's bank accounts and cannot send or receive money ([GOV.UK](https://www.gov.uk/strike-off-your-company-from-companies-register)).

| Stage | What happens | When |
| --- | --- | --- |
| Application checked | Companies House registers it, puts it on the public register, sends an acknowledgement and notifies the registered office | After you apply |
| First Gazette notice | Notice of the proposed striking off, in the London Gazette (England and Wales), Edinburgh Gazette (Scotland) or Belfast Gazette (Northern Ireland) | Once the application is accepted |
| Objections | Any interested party, such as a creditor, can object | At least 2 weeks before the strike-off date in the notice |
| Strike off | The company is struck off if there is no reason to delay | Not less than 2 months after the first notice |
| Second Gazette notice | The company is dissolved and no longer legally exists; its bank account is frozen and remaining assets pass to the Crown | On publication |

Source: [Companies House: Striking off or dissolving a limited company](https://www.gov.uk/government/publications/striking-off-or-dissolving-a-limited-company/striking-off-or-dissolving-a-limited-company)

## Members' voluntary liquidation: closing a solvent company

A members' voluntary liquidation (MVL) suits a solvent company whose owners want to retire, step down from a family business nobody else wants to run, or stop running the business ([GOV.UK](https://www.gov.uk/liquidate-your-company/members-voluntary-liquidation)). The company must be solvent, with assets worth more than its debts, and able to pay off its debts within 12 months ([Insolvency Service](https://www.gov.uk/guidance/director-information-hub-members-voluntary-liquidation-mvl)). Once appointed, the liquidator takes control of the company.

- A director who makes the declaration without reasonable grounds for believing the company can pay its debts in full is liable to imprisonment or a fine, or both ([Insolvency Act 1986, section 89](https://www.legislation.gov.uk/ukpga/1986/45/section/89)).
- The liquidator sells the assets, pays the debts and the liquidation costs, and gets the company removed from the register ([GOV.UK](https://www.gov.uk/liquidate-your-company/what-the-liquidator-does)). Any money left goes to shareholders.
- There is a different process for liquidating a company in Scotland or winding up a company in Northern Ireland ([GOV.UK](https://www.gov.uk/liquidate-your-company)).

| Step | What to do | Deadline |
| --- | --- | --- |
| 1. Declaration of solvency | The directors review the assets and liabilities and state that the company can pay its debts, with interest at the official rate, within a period no longer than 12 months; attach a statement of assets and liabilities | Within the 5 weeks before the winding-up resolution |
| 2. Sign it | A majority of directors sign in front of a solicitor or notary public | Before the shareholders' meeting |
| 3. Shareholders' resolution | A general meeting passes a resolution for voluntary winding up | No more than 5 weeks after the declaration |
| 4. Appoint a liquidator | An authorised insolvency practitioner, appointed at the meeting | At the meeting |
| 5. Gazette notice | Advertise the resolution in The Gazette | Within 14 days |
| 6. File the declaration | Send it to Companies House (Scottish companies send form 4.25 (Scot) to the Accountant in Bankruptcy) | Within 15 days of the resolution |

Source: [GOV.UK: Liquidate a company you do not want to run anymore (members' voluntary liquidation)](https://www.gov.uk/liquidate-your-company/members-voluntary-liquidation)

## Business Asset Disposal Relief on an MVL

In an MVL, what the liquidator pays out to shareholders is a capital distribution, treated as a disposal of an interest in their shares ([TCGA 1992, section 122](https://www.legislation.gov.uk/ukpga/1992/12/section/122)). Business Asset Disposal Relief can apply where the company is wound up and dissolved, the shares are cancelled and a capital distribution is made in the winding up ([HMRC](https://www.gov.uk/government/publications/entrepreneurs-relief-hs275-self-assessment-helpsheet/hs275-business-asset-disposal-relief-2026)). Qualifying gains are taxed at 18% for disposals from 6 April 2026, on up to £1 million of lifetime gains ([GOV.UK](https://www.gov.uk/business-asset-disposal-relief)), a limit that falls to £500,000 for qualifying disposals made on or after 6 April 2027 ([HMRC](https://www.gov.uk/government/publications/capital-gains-tax-reduction-in-the-business-asset-disposal-relief-lifetime-limit/capital-gains-tax-new-business-asset-disposal-relief-lifetime-limit)).

- Who qualifies: for 2 years the company must have been your personal trading company, with at least 5% of the shares and voting rights plus 5% of the distributable profits and assets on a winding up or of the sale proceeds, and you must have been an officer or employee ([GOV.UK](https://www.gov.uk/business-asset-disposal-relief)).
- The 3-year window: the 2 years run up to the distribution or, if earlier, the date the company stopped trading, provided the distribution is made within 3 years of that date ([HMRC](https://www.gov.uk/government/publications/entrepreneurs-relief-hs275-self-assessment-helpsheet/hs275-business-asset-disposal-relief-2026)). Agree the timing of the final distribution with the liquidator.
- The anti-avoidance rule: the distribution is taxed as income, not capital, if you had at least a 5% interest, the company was a close company, you carry on the same or a similar trade or activity within 2 years of the distribution, and it is reasonable to assume avoiding Income Tax was a main purpose ([ITTOIA 2005, section 396B](https://www.legislation.gov.uk/ukpga/2005/5/section/396B)). HMRC calls the target "phoenixism" ([HMRC Spotlight 47](https://www.gov.uk/guidance/attempts-to-avoid-an-income-tax-charge-when-a-company-is-wound-up-spotlight-47)).
- Rates, a worked illustration and how to claim: see [Business Asset Disposal Relief](https://origindatapartners.com/guides/business-asset-disposal-relief).

Source: [HMRC: HS275 Business Asset Disposal Relief (2026)](https://www.gov.uk/government/publications/entrepreneurs-relief-hs275-self-assessment-helpsheet/hs275-business-asset-disposal-relief-2026)

## Creditors' voluntary liquidation: closing an insolvent company

If the company is insolvent, read [what happens in liquidation or administration](https://origindatapartners.com/guides/liquidation-administration-company-data-uk), including what the insolvency practitioner does with the company's records.

When a company is insolvent, the interests of its creditors legally come before those of the directors and shareholders ([GOV.UK](https://www.gov.uk/closing-a-limited-company)). In a creditors' voluntary liquidation (CVL), the company is closed down in an orderly manner by an insolvency practitioner, who also considers the directors' conduct and submits a conduct report to the Insolvency Service ([Insolvency Service](https://www.gov.uk/guidance/director-information-hub-creditors-voluntary-liquidation-cvl)).

- Shareholders holding 75% of the shares by value must agree to pass a winding-up resolution. Then appoint an authorised insolvency practitioner as liquidator, send the resolution to Companies House within 15 days and advertise it in The Gazette within 14 days ([GOV.UK](https://www.gov.uk/liquidate-your-company/creditors-voluntary-liquidation)).
- The liquidator acts in the interest of the creditors, not the directors. They sell the company's assets to pay creditors, settle disputes and contracts, and interview the directors and report on what went wrong ([GOV.UK](https://www.gov.uk/liquidate-your-company/what-the-liquidator-does)).
- Directors lose control of the company and must hand over its assets, records and paperwork. A director whose conduct is found unfit can be banned for 2 to 15 years or prosecuted, and directors of a company in a CVL are banned for 5 years from using the same or a similar name, with limited exceptions ([GOV.UK](https://www.gov.uk/liquidate-your-company/what-happens-to-directors)).
- A Company Voluntary Arrangement may avoid liquidation altogether, and administration is another route for an insolvent company.

Source: [Insolvency Service: Director information hub, creditors' voluntary liquidation](https://www.gov.uk/guidance/director-information-hub-creditors-voluntary-liquidation-cvl)

## Restoration risk: a dissolved company can come back

Dissolution is not always final. Creditors and others can apply to restore a struck-off company ([Companies House](https://www.gov.uk/government/publications/striking-off-or-dissolving-a-limited-company/striking-off-or-dissolving-a-limited-company)), and a creditor has to if it wants to take action to recover its debt ([Insolvency Service](https://www.gov.uk/guidance/director-information-hub-dissolved-companies)). A restored company is deemed to have continued existing as if it had not been struck off and dissolved ([Companies House restoration guidance](https://www.gov.uk/government/publications/restoring-a-company-to-the-companies-house-register/restoring-a-company-to-the-companies-house-register)).

- Directors stay exposed. Their liability, if any, continues and may be enforced as if the company had not been dissolved ([Companies Act 2006, section 1003](https://www.legislation.gov.uk/ukpga/2006/46/section/1003)), and reported misconduct by a director of a dissolved company can still be investigated and lead to disqualification.
- A court restoration can come years after the company has gone, so keep the records that would answer one.

| Route | Who and when | After a voluntary strike off? |
| --- | --- | --- |
| Court order | Former directors, members, creditors or liquidators and others with an interest; generally within 6 years of dissolution, with no time limit for a personal injury claim | Yes |
| [Administrative restoration (form RT01)](https://www.gov.uk/restore-dissolved-company) | A former director or shareholder, within 6 years, if the registrar struck the company off while it was trading; £341 | No: not available if the directors applied to strike the company off |

Source: [Companies House: Restoring a company to the Companies House register](https://www.gov.uk/government/publications/restoring-a-company-to-the-companies-house-register/restoring-a-company-to-the-companies-house-register)

## How long to keep company records after dissolution

Keep business documents such as bank statements, invoices and receipts for 7 years after the company is struck off, GOV.UK advises ([GOV.UK](https://www.gov.uk/strike-off-your-company-from-companies-register/close-down-your-company)). In a liquidation, directors hand the company's records over to the liquidator ([GOV.UK](https://www.gov.uk/liquidate-your-company/what-happens-to-directors)).

- Personal data has a ceiling as well as a floor. Under UK GDPR you must not keep personal data for longer than you need it, and you should erase or anonymise it when you no longer need it ([ICO](https://ico.org.uk/for-organisations/uk-gdpr-guidance-and-resources/data-protection-principles/a-guide-to-the-data-protection-principles/storage-limitation/)).
- Name a custodian: who keeps the records after dissolution, and where.

| Record | Keep for | Source |
| --- | --- | --- |
| Business documents: bank statements, invoices, receipts | 7 years after the company is struck off | [GOV.UK](https://www.gov.uk/strike-off-your-company-from-companies-register/close-down-your-company) |
| Employers' liability insurance policy and schedule | Keep copies if the company employed people | [GOV.UK](https://www.gov.uk/strike-off-your-company-from-companies-register/close-down-your-company) |
| Accounting records (the rule while the company runs) | 6 years from the end of the last company financial year they relate to, or longer in some cases | [GOV.UK](https://www.gov.uk/running-a-limited-company/company-and-accounting-records) |
| Payroll records | 3 years from the end of the tax year they relate to | [GOV.UK](https://www.gov.uk/paye-for-employers/keeping-records) |
| VAT records | 6 years | [GOV.UK](https://www.gov.uk/register-for-vat/cancel-your-registration) |
| Proof of sending copies of the DS01 | Advisable to keep | [Companies House](https://www.gov.uk/government/publications/striking-off-or-dissolving-a-limited-company/striking-off-or-dissolving-a-limited-company) |

Source: [GOV.UK: Strike off your limited company, close down your company](https://www.gov.uk/strike-off-your-company-from-companies-register/close-down-your-company)

## Before you delete company systems, check what the records are worth

A shutdown checklist usually ends by cancelling subscriptions, and that deletes the email, chat, ticketing and code archives with them. In the UK there is a second reason to look first: whatever the company still owns when it is dissolved passes to the Crown.

Checking the value takes minutes: [see what your company's records are worth](https://origindatapartners.com/check-fit) from six questions about the business, before any system is cancelled or the DS01 goes in.

- Retention: keep what the law requires (see the table above) and anything a creditor, a restoration claim or an investigation could need.
- Value: operational records such as support tickets, work orders, email and chat archives and code repositories can be licensed to AI developers. AI labs are buying data from dead startups to train their models, [MIT Technology Review reported](https://www.technologyreview.com/2026/10/13/1145755/ai-labs-buying-data-from-dead-startups-to-train-models/) in October 2026.
- Timing: finish any records deal before the company is dissolved, because payments it would receive afterwards go to the Crown ([GOV.UK](https://www.gov.uk/strike-off-your-company-from-companies-register/close-down-your-company)). The 3-month rule bars trading, not concluding the company's affairs ([Companies Act 2006, section 1004](https://www.legislation.gov.uk/ukpga/2006/46/section/1004)); ask your accountant whether a records license fits that for your company before you file the DS01. In a liquidation the liquidator controls the assets, so raise it with them early.
- Privacy: these archives carry staff and customer personal data. See [licensing company data under UK GDPR](https://origindatapartners.com/guides/uk-gdpr-licensing-company-data-ai) and [how to de-identify company data](https://origindatapartners.com/guides/de-identify-company-data-before-licensing). Suppliers scrub personally identifiable information and exclude HR records, according to MIT Technology Review.

Source: [MIT Technology Review: AI labs buying data from dead startups (Oct 2026)](https://www.technologyreview.com/2026/10/13/1145755/ai-labs-buying-data-from-dead-startups-to-train-models/)

## How to keep that option open

Export first, keep admin access until the records are dealt with, and describe what you hold at company level: the systems, years covered and approximate volume. The [data inventory template](https://origindatapartners.com/blog/company-data-inventory-template) gives the columns. The [deals tracker](https://origindatapartners.com/guides/ai-data-licensing-deals) lists public prices as reported.

Money from licensing records is company money like any other sale proceeds: in a liquidation it pays the debts before anything reaches shareholders. For the UK specifics, see [selling company data in the UK](https://origindatapartners.com/sell-company-data/united-kingdom); for timing, [selling company data after closing](https://origindatapartners.com/guides/sell-company-data-after-closing) and [how Origin helps companies winding down](https://origindatapartners.com/who-we-help/companies-winding-down). Closing a US company as well? Use the [US closing a business checklist](https://origindatapartners.com/guides/closing-a-business-checklist).


## Next step

Start with the route: strike off if the company has stopped trading and can pay its bills, a members' voluntary liquidation if it is solvent and you want a liquidator to wind it up, a creditors' voluntary liquidation if it cannot pay its debts. Then make one list of every account, creditor, employee, asset and system. If the company holds years of tickets, work orders, chat or code, describe them before anything is cancelled; no export is needed to find out whether they are worth licensing.

Origin Data Partners is independent and is not affiliated with any AI data buyer. We help owners compare buyers and find the best fit for their records. [See what your data is worth](https://origindatapartners.com/check-fit).


## Questions and answers

### How do I close a limited company in the UK?

Choose a route based on whether the company can pay its bills. A company that has stopped trading can apply to be struck off with form DS01, a solvent company can use a members' voluntary liquidation, and an insolvent company uses a creditors' voluntary liquidation run by an insolvency practitioner. Before a strike off, close payroll, cancel VAT, send final accounts and a Company Tax Return to HMRC, pay the tax due and share out the assets, then send a copy of the application to shareholders, creditors and employees within 7 days.

### How much does it cost to strike off a company?

Companies House charges £13 to apply online with form DS01, paid by debit or credit card, or £18 for a paper application, paid by cheque or postal order that does not come from the company's own account. These are the fees from 1 February 2026. Striking off is usually the cheapest way to close; a liquidation needs an authorised insolvency practitioner as liquidator.

### How long does it take to dissolve a company?

At least 2 months from the first Gazette notice. Once Companies House accepts the DS01 it publishes a notice of the proposed striking off, and if there is no reason to delay it strikes the company off not less than 2 months later; a second notice then dissolves it. The company must also have stopped trading, selling stock and changing its name 3 months before you apply, and paper applications take much longer than online ones.

### What is the difference between striking off and liquidating a company?

Striking off is an application by the directors to Companies House, usually the cheapest way to close, and the directors deal with the assets themselves before applying. In a liquidation an authorised insolvency practitioner takes control of the company, sells its assets, pays its debts and passes any money left to shareholders. A company that does not meet the strike-off conditions, for example because it is threatened with liquidation, has to be liquidated instead.

### What is a members' voluntary liquidation?

A members' voluntary liquidation (MVL) closes a solvent company that can pay its debts within 12 months. The directors make a declaration of solvency, signed by a majority of them in front of a solicitor or notary public; the shareholders pass a winding-up resolution no more than 5 weeks later and appoint an authorised insolvency practitioner as liquidator. The resolution is advertised in The Gazette within 14 days and the declaration goes to Companies House within 15 days.

### What happens to company assets when a company is dissolved?

They pass to the Crown as bona vacantia, ownerless property. That covers all property and rights the company held, including bank balances, land, shares, intellectual property and payments it receives after dissolution, such as HMRC refunds. To get anything back the company must be restored, so sell or share out the assets before it is struck off.

### How long do you have to keep records after closing a limited company?

GOV.UK says to keep business documents such as bank statements, invoices and receipts for 7 years after the company is struck off, along with copies of any employers' liability insurance policy. Payroll records must be kept for 3 years from the end of the tax year they relate to and VAT records for 6 years. Under UK GDPR, personal data should not be kept longer than it is needed.

### What is a dormant company?

A company that is not trading and has no other income. For Corporation Tax, a company is usually dormant if it has stopped trading and has no other income, such as investments; trading includes buying, selling, renting property, advertising, employing someone or getting interest. For Companies House, a company is dormant if it has had no significant transactions in the financial year, ignoring filing fees, late filing penalties and money paid for shares at incorporation.

### Does a dormant company have to file accounts and a confirmation statement?

Yes. A dormant limited company stays on the register and must still file annual accounts and at least one confirmation statement every 12 months with Companies House; the confirmation statement costs £50 online. A small company that is dormant for Companies House can file dormant accounts without an audit. Once HMRC knows the company is dormant, it does not have to file Company Tax Returns unless it receives a notice to deliver one.

### Is a members' voluntary liquidation distribution taxed as capital or income?

Usually as capital: a capital distribution from the liquidator is treated as a disposal of your shares for Capital Gains Tax, and Business Asset Disposal Relief can tax qualifying gains at 18%. A targeted anti-avoidance rule taxes it as income instead if you held at least 5%, the company was a close company, you carry on a similar trade or activity within 2 years and avoiding Income Tax was a main purpose. Before a strike off, by contrast, assets worth more than £25,000 taken out of the company are treated as income.

## Sources

- [GOV.UK: Closing a limited company](https://www.gov.uk/closing-a-limited-company)
- [GOV.UK: Strike off your limited company from the Companies Register](https://www.gov.uk/strike-off-your-company-from-companies-register)
- [GOV.UK: Strike off your limited company, close down your company](https://www.gov.uk/strike-off-your-company-from-companies-register/close-down-your-company)
- [GOV.UK: Strike off your limited company, apply to strike off](https://www.gov.uk/strike-off-your-company-from-companies-register/apply-to-strike-off)
- [Companies House: Strike off a company from the register (DS01)](https://www.gov.uk/government/publications/strike-off-a-company-from-the-register-ds01)
- [Companies House: Companies House fees](https://www.gov.uk/government/publications/companies-house-fees/companies-house-fees)
- [Companies House: fees are changing from 1 February 2026](https://www.gov.uk/government/news/companies-house-fees-are-changing-from-1-february-2026)
- [Companies House: Striking off or dissolving a limited company](https://www.gov.uk/government/publications/striking-off-or-dissolving-a-limited-company/striking-off-or-dissolving-a-limited-company)
- [Companies House: Restoring a company to the Companies House register](https://www.gov.uk/government/publications/restoring-a-company-to-the-companies-house-register/restoring-a-company-to-the-companies-house-register)
- [GOV.UK: Restore your dissolved company](https://www.gov.uk/restore-dissolved-company)
- [GOV.UK: Claiming money or property from a dissolved company](https://www.gov.uk/claiming-money-or-property-from-dissolved-company)
- [GOV.UK: Liquidate your limited company](https://www.gov.uk/liquidate-your-company)
- [GOV.UK: Liquidate a company you do not want to run anymore (members' voluntary liquidation)](https://www.gov.uk/liquidate-your-company/members-voluntary-liquidation)
- [GOV.UK: Arrange liquidation with your creditors (creditors' voluntary liquidation)](https://www.gov.uk/liquidate-your-company/creditors-voluntary-liquidation)
- [GOV.UK: What the liquidator does](https://www.gov.uk/liquidate-your-company/what-the-liquidator-does)
- [GOV.UK: What happens to directors in a liquidation](https://www.gov.uk/liquidate-your-company/what-happens-to-directors)
- [Insolvency Service: Director information hub, members' voluntary liquidation](https://www.gov.uk/guidance/director-information-hub-members-voluntary-liquidation-mvl)
- [Insolvency Service: Director information hub, creditors' voluntary liquidation](https://www.gov.uk/guidance/director-information-hub-creditors-voluntary-liquidation-cvl)
- [Insolvency Service: Director information hub, dissolved companies](https://www.gov.uk/guidance/director-information-hub-dissolved-companies)
- [GOV.UK: Stop employing staff (PAYE)](https://www.gov.uk/stop-employing-staff)
- [GOV.UK: Cancel your VAT registration](https://www.gov.uk/register-for-vat/cancel-your-registration)
- [GOV.UK: Making staff redundant](https://www.gov.uk/staff-redundant)
- [GOV.UK: Redundancy consultations](https://www.gov.uk/staff-redundant/redundancy-consultations)
- [GOV.UK: Giving staff notice of redundancy](https://www.gov.uk/staff-redundant/giving-staff-notice)
- [GOV.UK: Statutory redundancy pay](https://www.gov.uk/redundancy-your-rights/redundancy-pay)
- [GOV.UK: Running a limited company, company and accounting records](https://www.gov.uk/running-a-limited-company/company-and-accounting-records)
- [GOV.UK: PAYE and payroll for employers, keeping records](https://www.gov.uk/paye-for-employers/keeping-records)
- [Companies Act 2006, section 1003 (striking off on application by company)](https://www.legislation.gov.uk/ukpga/2006/46/section/1003)
- [Companies Act 2006, section 1004 (when an application must not be made)](https://www.legislation.gov.uk/ukpga/2006/46/section/1004)
- [Companies Act 2006, section 1006 (copy of application to members, employees and others)](https://www.legislation.gov.uk/ukpga/2006/46/section/1006)
- [Companies Act 2006, section 1012 (property of dissolved company to be bona vacantia)](https://www.legislation.gov.uk/ukpga/2006/46/section/1012)
- [Insolvency Act 1986, section 89 (statutory declaration of solvency)](https://www.legislation.gov.uk/ukpga/1986/45/section/89)
- [ICO: Principle (e), storage limitation](https://ico.org.uk/for-organisations/uk-gdpr-guidance-and-resources/data-protection-principles/a-guide-to-the-data-protection-principles/storage-limitation/)
- [MIT Technology Review: AI labs buying data from dead startups (Oct 2026)](https://www.technologyreview.com/2026/10/13/1145755/ai-labs-buying-data-from-dead-startups-to-train-models/)
- [GOV.UK: Dormant companies and associations](https://www.gov.uk/dormant-company)
- [GOV.UK: Dormant for Corporation Tax](https://www.gov.uk/dormant-company/dormant-for-corporation-tax)
- [GOV.UK: Dormant for Companies House](https://www.gov.uk/dormant-company/dormant-for-companies-house)
- [GOV.UK: Tell HMRC your company is dormant for Corporation Tax](https://www.gov.uk/tell-hmrc-your-company-is-dormant-for-corporation-tax)
- [GOV.UK: Restarting a non-trading or dormant company](https://www.gov.uk/restart-a-non-trading-or-dormant-company)
- [GOV.UK: Accounts and tax returns for private limited companies](https://www.gov.uk/prepare-file-annual-accounts-for-limited-company)
- [GOV.UK: Micro-entities, small and dormant companies](https://www.gov.uk/annual-accounts/microentities-small-and-dormant-companies)
- [GOV.UK: Penalties for late filing of company accounts](https://www.gov.uk/annual-accounts/penalties-for-late-filing)
- [GOV.UK: Running a limited company, confirmation statement](https://www.gov.uk/running-a-limited-company/confirmation-statement)
- [GOV.UK: File your confirmation statement with Companies House](https://www.gov.uk/file-your-confirmation-statement-with-companies-house)
- [GOV.UK: Business Asset Disposal Relief, eligibility](https://www.gov.uk/business-asset-disposal-relief)
- [HMRC: HS275 Business Asset Disposal Relief (2026)](https://www.gov.uk/government/publications/entrepreneurs-relief-hs275-self-assessment-helpsheet/hs275-business-asset-disposal-relief-2026)
- [HMRC: Capital Gains Tax, new Business Asset Disposal Relief lifetime limit (Oct 2026)](https://www.gov.uk/government/publications/capital-gains-tax-reduction-in-the-business-asset-disposal-relief-lifetime-limit/capital-gains-tax-new-business-asset-disposal-relief-lifetime-limit)
- [Taxation of Chargeable Gains Act 1992, section 122 (capital distributions)](https://www.legislation.gov.uk/ukpga/1992/12/section/122)
- [Income Tax (Trading and Other Income) Act 2005, section 396B (distributions in a winding up)](https://www.legislation.gov.uk/ukpga/2005/5/section/396B)
- [HMRC: Attempts to avoid an Income Tax charge when a company is wound up (Spotlight 47)](https://www.gov.uk/guidance/attempts-to-avoid-an-income-tax-charge-when-a-company-is-wound-up-spotlight-47)

## Related reading

- [Closing a software business: what could have value beyond the code?](https://origindatapartners.com/guides/sell-company-data-after-closing)
- [/sell-company-data/united-kingdom](https://origindatapartners.com/sell-company-data/united-kingdom)
- [Can a UK company license its data to AI companies under UK GDPR?](https://origindatapartners.com/guides/uk-gdpr-licensing-company-data-ai)
- [How to close a business: a step-by-step US checklist](https://origindatapartners.com/guides/closing-a-business-checklist)
- [/who-we-help/companies-winding-down](https://origindatapartners.com/who-we-help/companies-winding-down)