Companies Act 2006

Chapter 1U.K.Striking off

Registrar's power to strike off defunct companyU.K.

1000Power to strike off company not carrying on business or in operationU.K.

(1)If the registrar has reasonable cause to believe that a company is not carrying on business or in operation, the registrar may send to the company [F1a communication] inquiring whether the company is carrying on business or in operation.

(2)If the registrar does not within [F214 days of sending] [F3 the communication] receive any answer to it, the registrar must within 14 days after the expiration of [F4that period] send to the company [F3a second communication referring to the first communication], and stating—

(a)that no answer to it has been received, and

(b)that if an answer is not received to the second [F5communication] within [F614 days] from its date, a notice will be published in the Gazette with a view to striking the company's name off the register.

(3)If the registrar—

(a)receives an answer to the effect that the company is not carrying on business or in operation, or

(b)does not within [F714 days] after sending the second [F8communication] receive any answer,

the registrar may publish in the Gazette, and send to the company F9 ..., a notice that at the expiration of [F10 2 months ] from the date of the notice the name of the company mentioned in it will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved.

(4)At the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by the company, strike its name off the register.

(5)The registrar must publish notice in the Gazette of the company's name having been struck off the register.

(6)On the publication of the notice in the Gazette the company is dissolved.

(7)However—

(a)the liability (if any) of every director, managing officer and member of the company continues and may be enforced as if the company had not been dissolved, and

(b)nothing in this section affects the power of the court to wind up a company the name of which has been struck off the register.

1001Duty to act in case of company being wound upU.K.

(1)If, in a case where a company is being wound up—

(a)the registrar has reasonable cause to believe—

(i)that no liquidator is acting, or

(ii)that the affairs of the company are fully wound up, and

(b)the returns required to be made by the liquidator have not been made for a period of six consecutive months,

the registrar must publish in the Gazette and send to the company or the liquidator (if any) a notice that at the expiration of [F112 months] from the date of the notice the name of the company mentioned in it will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved.

(2)At the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by the company, strike its name off the register.

(3)The registrar must publish notice in the Gazette of the company's name having been struck off the register.

(4)On the publication of the notice in the Gazette the company is dissolved.

(5)However—

(a)the liability (if any) of every director, managing officer and member of the company continues and may be enforced as if the company had not been dissolved, and

(b)nothing in this section affects the power of the court to wind up a company the name of which has been struck off the register.

1002Supplementary provisions as to service of [F12communication] or noticeU.K.

[F13(1)If the registrar is not able to send a communication or notice under section 1000 or 1001 to a company in accordance with Schedule 4, the communication may be sent to an officer of the company at an address for that officer that has been notified to the registrar by the company.]

(2)If there is no officer of the company whose name and address are known to the registrar, the [F14communication] or notice may be sent to each of the persons who subscribed the memorandum (if their addresses are known to the registrar).

[F15(3)A notice to be sent to a liquidator under section 1001 may be sent to the address of the liquidator’s last known place of business or to an address specified by the liquidator to the registrar for the purpose of receiving notices, or notices of that kind.]

[F16(4)In this section “address” has the same meaning as in section 1148(1).]

[F17Registrar’s power to strike off company registered on false basisU.K.

1002APower to strike off company registered on false basisU.K.

(1)The registrar may strike a company’s name off the register if the registrar has reasonable cause to believe that—

(a)any information contained in the application for the registration of the company, or in any application for restoration of the company to the register, is misleading, false or deceptive in a material particular, or

(b)any statement made to the registrar in connection with such an application is misleading, false or deceptive in a material particular.

(2)In subsection (1) the reference to an application includes any documents delivered to the registrar in connection with the application.

(3)The registrar may not exercise the power in subsection (1) unless—

(a)the registrar has published a notice in the Gazette that, at the end of the period of 28 days beginning with the date of the notice, the name of the company mentioned in the notice will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved, and

(b)the period mentioned in paragraph (a) has expired.

(4)If the registrar exercises the power in subsection (1), the registrar must publish a notice in the Gazette of the company’s name having been struck off the register.

(5)On the publication of the notice in the Gazette the company is dissolved.

(6)However—

(a)the liability (if any) of every director, managing officer or member of the company continues and may be enforced as if the company had not been dissolved, and

(b)nothing in this section affects the power of the court to wind up a company the name of which has been struck off the register.]

Voluntary striking offU.K.

1003Striking off on application by companyU.K.

(1)On application by a company, the registrar of companies may strike the company's name off the register.

(2)The application—

(a)must be made on the company's behalf by its directors or by a majority of them, and

(b)must contain the prescribed information.

(3)The registrar may not strike a company off under this section until after the expiration of [F182 months] from the publication by the registrar in the Gazette of a notice—

(a)stating that the registrar may exercise the power under this section in relation to the company, and

(b)inviting any person to show cause why that should not be done.

(4)The registrar must publish notice in the Gazette of the company's name having been struck off.

(5)On the publication of the notice in the Gazette the company is dissolved.

(6)However—

(a)the liability (if any) of every director, managing officer and member of the company continues and may be enforced as if the company had not been dissolved, and

(b)nothing in this section affects the power of the court to wind up a company the name of which has been struck off the register.

1004Circumstances in which application not to be made: activities of companyU.K.

(1)An application under section 1003 (application for voluntary striking off) on behalf of a company must not be made if, at any time in the previous three months, the company has—

(a)changed its name,

(b)traded or otherwise carried on business,

(c)made a disposal for value of property or rights that, immediately before ceasing to trade or otherwise carry on business, it held for the purpose of disposal for gain in the normal course of trading or otherwise carrying on business, or

(d)engaged in any other activity, except one which is—

(i)necessary or expedient for the purpose of making an application under that section, or deciding whether to do so,

(ii)necessary or expedient for the purpose of concluding the affairs of the company,

(iii)necessary or expedient for the purpose of complying with any statutory requirement, or

(iv)specified by the Secretary of State by order for the purposes of this sub-paragraph.

(2)For the purposes of this section, a company is not to be treated as trading or otherwise carrying on business by virtue only of the fact that it makes a payment in respect of a liability incurred in the course of trading or otherwise carrying on business.

(3)The Secretary of State may by order amend subsection (1) for the purpose of altering the period in relation to which the doing of the things mentioned in paragraphs (a) to (d) of that subsection is relevant.

(4)An order under this section is subject to negative resolution procedure.

(5)It is an offence for a person to make an application in contravention of this section.

(6)In proceedings for such an offence it is a defence for the accused to prove that he did not know, and could not reasonably have known, of the existence of the facts that led to the contravention.

(7)A person guilty of an offence under this section is liable—

(a)on conviction on indictment, to a fine;

(b)on summary conviction, to a fine not exceeding the statutory maximum.

1005Circumstances in which application not to be made: other proceedings not concludedU.K.

(1)An application under section 1003 (application for voluntary striking off) on behalf of a company must not be made at a time when—

(a)an application to the court under Part 26 [F19or 26A] has been made on behalf of the company for the sanctioning of a compromise or arrangement and the matter has not been finally concluded;

(b)a voluntary arrangement in relation to the company has been proposed under Part 1 of the Insolvency Act 1986 (c. 45) or Part 2 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) and the matter has not been finally concluded;

(c)the company is in administration under Part 2 of that Act or Part 3 of that Order;

(d)paragraph 44 of Schedule B1 to that Act or paragraph 45 of Schedule B1 to that Order applies (interim moratorium on proceedings where application to the court for an administration order has been made or notice of intention to appoint administrator has been filed);

(e)the company is being wound up under Part 4 of that Act or Part 5 of that Order, whether voluntarily or by the court, or a petition under that Part for winding up of the company by the court has been presented and not finally dealt with or withdrawn;

(f)there is a receiver or manager of the company's property;

(g)the company's estate is being administered by a judicial factor.

(2)For the purposes of subsection (1)(a), the matter is finally concluded if—

(a)the application has been withdrawn,

(b)the application has been finally dealt with without a compromise or arrangement being sanctioned by the court, or

(c)a compromise or arrangement has been sanctioned by the court and has, together with anything required to be done under any provision made in relation to the matter by order of the court, been fully carried out.

(3)For the purposes of subsection (1)(b), the matter is finally concluded if—

(a)no meetings are to be summoned under section 3 of the Insolvency Act 1986 (c. 45) or Article 16 of the Insolvency (Northern Ireland) Order 1989,

(b)meetings summoned under that section or Article fail to approve the arrangement with no, or the same, modifications,

(c)an arrangement approved by meetings summoned under that section, or in consequence of a direction under section 6(4)(b) of that Act or Article 19(4)(b) of that Order, has been fully implemented, or

(d)the court makes an order under section 6(5) of that Act or Article 19(5) of that Order revoking approval given at previous meetings and, if the court gives any directions under section 6(6) of that Act or Article 19(6) of that Order, the company has done whatever it is required to do under those directions.

(4)It is an offence for a person to make an application in contravention of this section.

(5)In proceedings for such an offence it is a defence for the accused to prove that he did not know, and could not reasonably have known, of the existence of the facts that led to the contravention.

(6)A person guilty of an offence under this section is liable—

(a)on conviction on indictment, to a fine;

(b)on summary conviction, to a fine not exceeding the statutory maximum.

1006Copy of application to be given to members, employees, etcU.K.

(1)A person who makes an application under section 1003 (application for voluntary striking off) on behalf of a company must secure that, within seven days from the day on which the application is made, a copy of it is given to every person who at any time on that day is—

(a)a member of the company,

(b)an employee of the company,

(c)a creditor of the company,

(d)a director of the company,

(e)a manager or trustee of any pension fund established for the benefit of employees of the company, or

(f)a person of a description specified for the purposes of this paragraph by regulations made by the Secretary of State.

Regulations under paragraph (f) are subject to negative resolution procedure.

(2)Subsection (1) does not require a copy of the application to be given to a director who is a party to the application.

(3)The duty imposed by this section ceases to apply if the application is withdrawn before the end of the period for giving the copy application.

(4)A person who fails to perform the duty imposed on him by this section commits an offence.

If he does so with the intention of concealing the making of the application from the person concerned, he commits an aggravated offence.

(5)In proceedings for an offence under this section it is a defence for the accused to prove that he took all reasonable steps to perform the duty.

(6)A person guilty of an offence under this section (other than an aggravated offence) is liable—

(a)on conviction on indictment, to a fine;

(b)on summary conviction, to a fine not exceeding the statutory maximum.

(7)A person guilty of an aggravated offence under this section is liable—

(a)on conviction on indictment, to imprisonment for a term not exceeding seven years or a fine (or both);

(b)on summary conviction—

(i)in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

(ii)in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).

1007Copy of application to be given to new members, employees, etcU.K.

(1)This section applies in relation to any time after the day on which a company makes an application under section 1003 (application for voluntary striking off) and before the day on which the application is finally dealt with or withdrawn.

(2)A person who is a director of the company at the end of a day on which a person (other than himself) becomes—

(a)a member of the company,

(b)an employee of the company,

(c)a creditor of the company,

(d)a director of the company,

(e)a manager or trustee of any pension fund established for the benefit of employees of the company, or

(f)a person of a description specified for the purposes of this paragraph by regulations made by the Secretary of State,

must secure that a copy of the application is given to that person within seven days from that day.

Regulations under paragraph (f) are subject to negative resolution procedure.

(3)The duty imposed by this section ceases to apply if the application is finally dealt with or withdrawn before the end of the period for giving the copy application.

(4)A person who fails to perform the duty imposed on him by this section commits an offence.

If he does so with the intention of concealing the making of the application from the person concerned, he commits an aggravated offence.

(5)In proceedings for an offence under this section it is a defence for the accused to prove—

(a)that at the time of the failure he was not aware of the fact that the company had made an application under section 1003, or

(b)that he took all reasonable steps to perform the duty.

(6)A person guilty of an offence under this section (other than an aggravated offence) is liable—

(a)on conviction on indictment, to a fine;

(b)on summary conviction, to a fine not exceeding the statutory maximum.

(7)A person guilty of an aggravated offence under this section is liable—

(a)on conviction on indictment, to imprisonment for a term not exceeding seven years or a fine (or both);

(b)on summary conviction—

(i)in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

(ii)in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).

1008Copy of application: provisions as to service of documentsU.K.

(1)The following provisions have effect for the purposes of—

• section 1006 (copy of application to be given to members, employees, etc), and

• section 1007 (copy of application to be given to new members, employees, etc).

(2)A document is treated as given to a person if it is—

(a)delivered to him, or

(b)left at his proper address, or

(c)sent by post to him at that address.

(3)For the purposes of subsection (2) and section 7 of the Interpretation Act 1978 (c. 30) (service of documents by post) as it applies in relation to that subsection, the proper address of a person is—

(a)in the case of a firm incorporated or formed in the United Kingdom, its registered or principal office;

(b)in the case of a firm incorporated or formed outside the United Kingdom—

(i)if it has a place of business in the United Kingdom, its principal office in the United Kingdom, or

(ii)if it does not have a place of business in the United Kingdom, its registered or principal office;

(c)in the case of an individual, his last known address.

(4)In the case of a creditor of the company a document is treated as given to him if it is left or sent by post to him—

(a)at the place of business of his with which the company has had dealings by virtue of which he is a creditor of the company, or

(b)if there is more than one such place of business, at each of them.

1009Circumstances in which application to be withdrawnU.K.

(1)This section applies where, at any time on or after the day on which a company makes an application under section 1003 (application for voluntary striking off) and before the day on which the application is finally dealt with or withdrawn—

(a)the company—

(i)changes its name,

(ii)trades or otherwise carries on business,

(iii)makes a disposal for value of any property or rights other than those which it was necessary or expedient for it to hold for the purpose of making, or proceeding with, an application under that section, or

(iv)engages in any activity, except one to which subsection (4) applies;

(b)an application is made to the court under Part 26 [F20or 26A] on behalf of the company for the sanctioning of a compromise or arrangement;

(c)a voluntary arrangement in relation to the company is proposed under Part 1 of the Insolvency Act 1986 (c. 45) or Part 2 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19));

(d)an application to the court for an administration order in respect of the company is made under paragraph 12 of Schedule B1 to that Act or paragraph 13 of Schedule B1 to that Order;

(e)an administrator is appointed in respect of the company under paragraph 14 or 22 of Schedule B1 to that Act or paragraph 15 or 23 of Schedule B1 to that Order, or a copy of notice of intention to appoint an administrator of the company under any of those provisions is filed with the court;

(f)there arise any of the circumstances in which, under section 84(1) of that Act or Article 70 of that Order, the company may be voluntarily wound up;

(g)a petition is presented for the winding up of the company by the court under Part 4 of that Act or Part 5 of that Order;

(h)a receiver or manager of the company's property is appointed; or

(i)a judicial factor is appointed to administer the company's estate.

(2)A person who, at the end of a day on which any of the events mentioned in subsection (1) occurs, is a director of the company must secure that the company's application is withdrawn forthwith.

(3)For the purposes of subsection (1)(a), a company is not treated as trading or otherwise carrying on business by virtue only of the fact that it makes a payment in respect of a liability incurred in the course of trading or otherwise carrying on business.

(4)The excepted activities referred to in subsection (1)(a)(iv) are—

(a)any activity necessary or expedient for the purposes of—

(i)making, or proceeding with, an application under section 1003 (application for voluntary striking off),

(ii)concluding affairs of the company that are outstanding because of what has been necessary or expedient for the purpose of making, or proceeding with, such an application, or

(iii)complying with any statutory requirement;

(b)any activity specified by the Secretary of State by order for the purposes of this subsection.

An order under paragraph (b) is subject to negative resolution procedure.

(5)A person who fails to perform the duty imposed on him by this section commits an offence.

(6)In proceedings for an offence under this section it is a defence for the accused to prove—

(a)that at the time of the failure he was not aware of the fact that the company had made an application under section 1003, or

(b)that he took all reasonable steps to perform the duty.

(7)A person guilty of an offence under this section is liable—

(a)on conviction on indictment, to a fine;

(b)on summary conviction, to a fine not exceeding the statutory maximum.

1010Withdrawal of applicationU.K.

An application under section 1003 is withdrawn by notice to the registrar.

1011Meaning of “creditor”U.K.

In this Chapter “creditor” includes a contingent or prospective creditor.