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This checklist outlines the matters to be reviewed and the actions to take in order to voluntarily strike off and dissolve a company in the proper manner. Step Notes/Resources Tick box when the step is completed or the matter considered Preparing for voluntary strike off and preliminary checks Confirm that the company has not, at any time in the last three months: altered its name traded or otherwise conducted business of any kind disposed of property for consideration where the asset was held with the aim of disposing for gain in the ordinary course of business undertaken any other activity at all This does not apply if the activities above were carried out solely to make the strike off application, to conclude the company’s affairs, or to comply with a statutory obligation (for example, filing the company’s accounts or a confirmation statement), and nothing further. If the company has undertaken anything outside these exceptions, it cannot apply...
This checklist sets out the points to review and the actions to take to restore a dissolved company to the register using the administrative restoration procedure. For each matter or step, include the relevant Companies Act 2006 (CA 2006) section or other citation, and mark when the item has been completed or considered. Preparing for administrative restoration and preliminary checks Confirm that the administrative restoration process is available. It may only be used where the Registrar of Companies has struck the company off the register. It does not apply where the company sought its own voluntary strike off under CA 2006, s 1003. CA 2006, ss 1000–1003; The Registrar’s powers to strike off a company. Ensure that the application for administrative restoration will be made by a former director or former shareholder of the company. CA 2006, s 1024(3). Check that the company met the first condition for applying to be returned to the register: in the case of a company removed under CA...
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This brief overview explains the steps for voluntarily removing a company from the companies register under section 1003(1) of the Companies Act 2006 (CA 2006). It excludes removals initiated by the Registrar of Companies, which are addressed in Practice Note: The Registrar's powers to strike off a defunct company. For an in‑depth examination of the statute, case law and process regarding striking off a company, see Practice Note: Voluntary striking off and dissolution. For a practical, step‑by‑step outline of the procedure for striking off a company, refer to Flowchart: Voluntary striking off—flowchart. Check that the voluntary strike off procedure is suitable Before making the strike off application, the company’s management and/or advisers should assess whether the process is appropriate. It is typically only appropriate for a solvent company with comparatively simple affairs and assets that are straightforward to close or distribute. Alternative routes to dissolution, such as voluntary liquidation, may suit companies with more complex business matters. For further detail, see Practice Note: Voluntary striking off and dissolution....
A company can be struck off the register under Part 31 of the Companies Act 2006 (CA 2006) by one of two routes available: voluntarily, by the company’s directors by the Registrar of Companies pursuant to its powers to strike off a company from the register This note summarises the voluntary strike off process. For details on the Registrar’s powers to strike off a company, see Practice Note: The Registrar's powers to strike off a company. Why apply for striking off and dissolution? Any company may apply to Companies House to be struck off the register of companies and dissolved. Some of the most common reasons a company may seek strike off and dissolution include: it is no longer in business or operation it has fulfilled the purposes for which it was incorporated its parent company is carrying out a reorganisation of its group structure and wishes to strike off and dissolve that company, perhaps together...
MVL A members’ voluntary liquidation (MVL) is widely used and highly adaptable, with the timing and approach initially shaped by the shareholders and, once a liquidator is appointed, thereafter directed by that office-holder. It can also operate as a practical instrument within a broader plan that brings a range of companies in the group into scope. The liquidator’s steps in settling the company’s affairs are intended to offer greater certainty for all stakeholders and deliver added safeguards for directors and shareholders alike. Although an MVL will generally be more expensive than dissolution or striking off, the advantages can outweigh and justify those additional costs...
Company number: [ insert number ] [ insert company name ] [ LTD OR PLC ] Minutes of a board meeting (the Meeting) of [ insert full name of company ] (the Company) Convened at [ the offices of the Company ] on [ insert day, month and year of the meeting ] at [ insert time ] [ am OR pm ] Present: [ Insert names of the director(s) physically present ] [ Insert names of any directors attending by telephone as allowed by the Company’s articles of association ] (by telephone) [ Insert names of any directors attending by other means permitted by the Company’s articles of association ] (by [ insert other means ]) In attendance: [ Insert name of anyone in attendance who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers) ] Apologies: [ insert names of...