When a UK company is struck off the Companies House register, it is removed from the register and, once dissolution takes effect, it legally ceases to exist. The company can no longer trade, enter into new contracts, receive payments or deal with its assets as a legal entity. For directors and shareholders, however, the consequences can extend beyond simply closing a business. Bank accounts may be frozen, remaining assets can pass to the Crown, and creditors may have routes to challenge the dissolution or seek restoration.

The important distinction is that being proposed for strike-off is not the same as being dissolved. There is usually an opportunity to stop the process before the company disappears from the register. This guide explains what happens before, during and after strike-off, why companies are removed, what happens to company assets and debts, and how a dissolved company can potentially be restored.

What Does “Struck Off” Mean?

A company is struck off when its name is removed from the official Companies House register. Once the process is complete, the company is dissolved. It no longer exists as a legal entity and cannot continue normal business activities. People often use “struck off” and “dissolved” interchangeably, but technically there is a sequence:

1. Companies House proposes that the company should be removed.
2. A notice is published in The Gazette.
3. Interested parties have an opportunity to object.
4. If there is no successful objection, the company is removed from the register.
5. A further Gazette notice confirms dissolution.

That final stage is the point at which the company ceases to exist.

Why does Companies House strike off companies?

There are two broad routes. Voluntary strike-off happens when the directors decide that the company is no longer needed and apply to close it. Registrar-initiated strike-off can happen when Companies House has reasonable grounds to believe that a company is no longer operating or has failed to meet its filing obligations. For example, persistent failure to file accounts or confirmation statements can lead to action by the Registrar.

What Happens Before a Company Is Struck Off?

The consequences depend heavily on whether the company is at risk of strike-off or has already been dissolved. If Companies House proposes to remove the company, a notice of intention to strike off is published in The Gazette. Interested parties can object during this period. The notice will state when the company is expected to be struck off; under current guidance, this is generally two months after the notice, although some cases can have a shorter period.

This is a critical window for directors. If the company should remain active, the directors should not simply wait for the process to finish. They need to understand why strike-off is happening and take appropriate action. For example, if the company was flagged because accounts or confirmation statements were not filed, bringing the company's filings up to date may be necessary. A creditor, shareholder or another interested party can also object if they have legitimate grounds.

What if the company is still trading?

This is particularly important. A company that is still trading should not simply allow itself to be dissolved. Voluntary strike-off is intended for companies that meet specific conditions, including not having traded or sold stock during the previous three months. A company facing liquidation proceedings or certain creditor arrangements may also be ineligible. If a company is genuinely operating but is being targeted for strike-off, professional advice may be appropriate.

What Happens When a Company Is Actually Dissolved?

Once the company has been struck off and dissolved, the legal consequences become much more serious.

1. The company no longer exists

The company cannot continue operating as before. It cannot enter into contracts, receive payments or conduct business in its own name. HMRC guidance confirms that a dissolved company no longer exists as a legal entity. This means directors cannot simply continue trading under the dissolved company's name as though nothing happened.

2. The company bank account is frozen

A dissolved company's bank account cannot continue operating normally. The account is frozen, and money remaining in it can pass to the Crown as bona vacantia. This can create a serious practical problem if directors assumed that a small balance could simply be withdrawn after closure. It is therefore important to deal with bank accounts before dissolution.

3. Remaining assets can pass to the Crown

This is one of the most important consequences. When a company is dissolved, assets it still owns can become bona vacantia, meaning ownerless property. This can include:

• Cash and bank balances
• Land and property
• Shares
• Intellectual property
• Trademarks
• Patents
• Copyright
• Certain contractual rights
• Money owed to the company

These assets can pass to the Crown rather than automatically returning to the shareholders. For founders, this is a powerful reason to conduct an asset review before applying for strike-off.

What Happens to Company Debts?

Dissolution does not mean that directors can use strike-off as a simple way to escape business debts. A company with outstanding creditors may be unsuitable for voluntary strike-off, and interested parties can object to the company's dissolution. If a creditor is owed money, they may take steps to prevent the company from being dissolved or seek restoration after dissolution where the legal requirements are met.

HMRC guidance also states that once a company has been struck off and dissolved, it no longer exists and must generally be restored before further recovery action can be taken against it. The practical lesson is straightforward:

Strike-off is a method of closing an eligible company, not a mechanism for simply walking away from liabilities.

Directors should deal properly with creditors, taxes, employees, contracts and other obligations before closing a business.

What Happens to Employees and Contracts?

Dissolution can create complications for employees, suppliers and customers. A company that has ceased to exist cannot simply continue performing its contractual obligations. If employees are still employed, the situation needs to be addressed before dissolution. Likewise, contracts involving:

• Premises
• Equipment leases
• Software
• Suppliers
• Customers
• Insurance
• Finance
• Payment processors

should be reviewed before the company is closed. For a straightforward dormant company, this may be relatively easy. For an operating business with multiple stakeholders, closing down properly can require considerably more planning.

Can a Company Be Struck Off Without the Directors Knowing?

It is possible for a company to move towards compulsory strike-off because its directors have failed to keep up with statutory filings. That is why companies should maintain accurate contact details and monitor correspondence from Companies House. A registered office is not merely an administrative detail. Important statutory correspondence can be sent there.

If directors fail to notice a strike-off notice, they may lose the opportunity to object before dissolution. For companies managed remotely or by overseas founders, this is particularly important. A UK company can be operated internationally, but its statutory obligations do not disappear simply because its directors live abroad.

How Can You Stop a Company Being Struck Off?

If the company has not yet been dissolved, there may still be time to stop the process. The appropriate action depends on why Companies House is proposing strike-off.

Step 1: Check the company's Companies House record

Look up the company using its company number or name and review:

• Current status
• Filing history
• Accounts
• Confirmation statement
• Registered office
• Officers
• Gazette notices

The filing history can reveal whether missing documents triggered the problem.

Step 2: Identify the reason for the strike-off

Do not assume that submitting one overdue document will automatically resolve everything. There may be multiple outstanding filings or another reason for the Registrar's action.

Step 3: Object if appropriate

An interested party can object to a proposed dissolution. Companies House currently allows objections to be made online, with supporting documents showing the reason for the objection. The objection must be made before the company is struck off. For example, evidence could include invoices showing that the company owes money.

Step 4: Bring the company into compliance

If the issue is related to overdue filings, the company may need to submit outstanding documents and address any associated penalties. The precise requirements depend on the company's circumstances.

What Happens to Company Assets After Dissolution?

Suppose a company owns a £10,000 piece of equipment when it is dissolved. The shareholders do not automatically become the owners of that equipment. Instead, the asset can become bona vacantia and pass to the Crown. The same principle can apply to intellectual property, cash, shares and other property. This is why asset planning should happen before dissolution. A founder closing a small consultancy might need to consider:

• Outstanding customer payments
• Cash in the business account
• Website domains
• Software licences
• Copyright
• Trademarks
• Company-owned equipment
• Tax refunds
• Loans owed to the company

A company with valuable intellectual property requires even more care.

Can You Get Assets Back After Strike-Off?

Sometimes, but it is not necessarily straightforward. One route is to restore the company. If restoration is successful, the company can effectively be brought back into existence and assets that became bona vacantia can return to the company. Another possibility in certain circumstances is to claim or purchase particular assets from the relevant bona vacantia authority. The appropriate route depends on the type of asset, where the company was registered and why the company was dissolved.

Can a Struck-Off Company Be Restored?

Yes, in some circumstances. There are two broad restoration routes: administrative restoration and court-ordered restoration.

Administrative restoration

Administrative restoration can be available where specific conditions are satisfied. For example, Companies House guidance states that an application may be possible where the company was struck off by the Registrar, the applicant was a director or shareholder/member, and the relevant statutory requirements are met. A company that was voluntarily struck off by its directors generally cannot use the same administrative restoration route. An administrative restoration application may require:

• Form RT01
• Outstanding company documents
• Outstanding filing fees or penalties
• A bona vacantia waiver where relevant

The current Companies House guidance lists a £341 application fee for administrative restoration.

Court restoration

If administrative restoration is unavailable, a court application may be necessary. This can be relevant where a creditor needs the company restored or where the circumstances do not meet the administrative restoration requirements. Restoration is therefore not something directors should treat as a routine correction. Legal and financial advice may be worthwhile, particularly where the company owns valuable assets or has significant liabilities.

What Happens to the Company Once It Is Restored?

Restoration can do more than simply put the company back on the Companies House register. Where a company is restored, it is generally treated as having continued in existence as if it had not been struck off and dissolved. However, restoration does not necessarily erase the company's compliance problems. Outstanding accounts, confirmation statements, filing fees, penalties and other obligations may still need to be dealt with.

Companies House specifically notes that late filing penalties can remain relevant when a company is restored. So restoration should be viewed as a process of putting the company back into legal existence and then resolving its outstanding obligations, not as a reset button.

What Should Directors Do Before Voluntary Strike-Off?

If the company genuinely has no further purpose, a structured closing process can prevent unnecessary problems. A sensible pre-strike-off checklist includes:

Financial

• Collect money owed to the company.
• Pay legitimate creditors.
• Close the company bank account at the appropriate stage.
• Deal with tax liabilities.
• Resolve outstanding expenses.
• Consider whether a tax refund is due.

Legal and commercial

• Review contracts.
• End or transfer relevant agreements.
• Resolve employee matters.
• Deal with leases.
• Transfer or dispose of company assets properly.

Digital and intellectual property

• Review domains.
• Deal with trademarks.
• Transfer intellectual property where appropriate.
• Cancel unnecessary software subscriptions.
• Preserve important business records.

Companies House

• Check the company's filing history.
• Make sure required filings are up to date.
• Confirm that the company is eligible for voluntary strike-off.
• Follow the DS01 process.
• Monitor The Gazette for the dissolution notices.

The official GOV.UK guidance states that directors should deal with company assets before applying for strike-off, including matters such as closing bank accounts and transferring domain names.

What Does Strike-Off Mean for the Directors?

A dissolved company is not the same thing as a director being personally dissolved or banned. The company's legal existence ends, but directors remain responsible for their own actions and compliance history. A dishonest strike-off application can have serious consequences. GOV.UK warns that making a dishonest application can be an offence and may result in a fine or prosecution.

This matters particularly where a company has debts, unresolved disputes or significant assets. Directors should not treat voluntary strike-off as an alternative to formal insolvency procedures where the company cannot properly pay its debts.

What Does Strike-Off Mean for Shareholders?

Shareholders can lose access to company assets following dissolution. If assets remain when the company is dissolved, they can become bona vacantia rather than automatically being distributed to shareholders. If a shareholder believes money or property belonging to the company was left behind, restoration may be one possible route. In some cases, a discretionary grant may be available instead, although this is not an automatic entitlement and depends on the circumstances.

A Practical Example

Imagine Greenfield Consulting Ltd has stopped trading. The company has:

• £4,000 in its bank account
• A website domain
• £1,500 owed by a customer
• No employees
• No outstanding creditors
• No active contracts

The directors decide to strike off the company. Simply filing for dissolution without dealing with those assets could create problems. A better approach is to:

1. Collect the outstanding customer payment.
2. Deal properly with the company's cash.
3. Transfer or otherwise deal with the domain.
4. Confirm tax and filing obligations.
5. Close remaining accounts and subscriptions.
6. Confirm the company meets the strike-off requirements.
7. Submit the appropriate strike-off application.
8. Monitor the Gazette notices until dissolution is complete.

The key point is that closing the company is a process, not just a Companies House form.

Frequently Asked Questions

Does a company still exist after being struck off?

Once the company has been formally struck off and dissolved, it no longer exists as a legal entity. It cannot continue trading normally or operate its bank account.

What happens to money in a dissolved company's bank account?

The bank account is frozen and money remaining in it can pass to the Crown as bona vacantia.

Can a creditor stop a company being struck off?

Yes. An interested party can object to a proposed strike-off before the company is dissolved. Evidence supporting the objection may be required.

Can you restore a company after it has been struck off?

Yes, potentially. Administrative restoration or court restoration may be available depending on how and why the company was dissolved and the circumstances of the application.

What happens to company property after dissolution?

Company property and other assets can become bona vacantia and pass to the Crown. This can include money, property, shares and intellectual property.

Does strike-off cancel company debts?

No. Strike-off should not be used as a way to avoid legitimate liabilities. Creditors and certain authorities may be able to take steps to prevent dissolution or seek restoration.

Can a dissolved company still receive payments?

No. Once dissolved, the company no longer exists as a legal entity and cannot operate normally. Payments intended for it can create complications because company assets can become bona vacantia.

How long does a company have to object to strike-off?

The deadline is stated in the Gazette notice. Current Companies House guidance says the proposed strike-off may be scheduled for two months after the notice, or in some circumstances 28 days. An objection must be made before the company is struck off.

Is being struck off the same as liquidation?

No. Strike-off and liquidation are different ways a company's life can end. A company that is unable to pay its debts may require a formal insolvency process rather than voluntary strike-off.

Conclusion: Strike-Off Is the End of the Company, Not Just Its Companies House Listing

When a UK company is struck off and dissolved, the consequences are significant: the company ceases to exist, its bank account can be frozen, and assets left behind can pass to the Crown as bona vacantia. For a dormant company with no assets, liabilities or ongoing business, strike-off can be an efficient way to bring the company to an end.

For an active company, however, it is a very different matter. Directors need to deal with creditors, employees, tax obligations, contracts, bank accounts, intellectual property and other assets before dissolution. If a company has already been dissolved, restoration may still be possible in qualifying circumstances, but it can involve additional filings, penalties, fees and potentially court proceedings.

For founders, particularly overseas entrepreneurs managing UK companies remotely, the safest approach is to treat Companies House compliance as an ongoing responsibility. Whether you are keeping a company active or closing it down, understanding its filing status and statutory obligations can prevent a relatively simple administrative issue from becoming a much more expensive problem.