Companies House has announced that with effect from 21 January 2021 voluntary and compulsory strike off processes will be ‘paused’ for the period of one month until 21 February 2021.
Companies House shall continue to publish first Gazette notices in respect of voluntary strike off applications during this period, but will not be publishing second Gazette notices or striking companies off until after 21 February 2021. Similarly, Companies House will not be publishing first or second Gazette notices in respect of compulsory strike offs until after 21 February 2021. It must however be noted that Companies House will continue to write to companies who are late filing their annual accounts or confirmation statement.
Companies House have stated that these measures are intended to provide companies with more time to update their records and to help them avoid being struck off the register, as well as to give creditors and other interested parties who might have had difficulties receiving notices or registering an objection more time to respond, and Companies House more time to process any such responses.
When can a company apply to be struck off the register?
A company can apply to the registrar to be struck off the register and dissolved. The company may take this decision if they believe the company is no longer needed, various reasons include: the directors wish to retire and there is no one to take over the running of the company; the company is a subsidiary whose name is no longer needed and lastly, the company was originally set up to exploit an idea that turned out to be unfeasible.
Companies that are dormant or that cease to trade can choose to apply for strike off. If the company shareholders decide to wind up the company and wish to have it struck off, the registrar will not normally pursue any outstanding late filing penalties, unless the shareholders restore the company to the register at a later stage.
It must be noted that this procedure is not an alternative to formal insolvency proceedings. Even if the company is subsequently struck off and dissolved, creditors and others could apply for the company to be restored to the register.
When a company cannot apply to be struck off the register
An application for voluntary striking off can only be made on the company’s behalf by its directors or a majority of them. Section 1004 and Section 1005 of the Companies act 2006 set out the circumstances in which the company may not apply to be struck off. The company may not make an application for voluntary strike off if, at any time in the last 3 months, it has traded or otherwise carried on business; changed its name; engaged in any other activity except one which is necessary for the purpose of: making an application for strike off, concluding the affairs of the company or complying with any statutory requirement.
A company cannot apply to be struck off if it is the subject, or proposed subject of: any insolvency proceedings such as liquidation, including where a petition has been presented but has not yet been dealt with or where a section 895 scheme has been proposed (a compromise or arrangement between a company and its creditors or members).
It must also be noted; a company cannot apply to be struck off the register if it has bearer shares in issue. Bearer shares are where a warrant has been issued in respect of shares and there are no registered shareholders in the register of members.
There are important and appropriate measures to take if you do wish to strike your company off the register. To discuss these matters or any other legal topics, please contact John Szepietowski at Audley Chaucer Solicitors on 01372 303444 or email us at admin@audleychaucer.com or visit our Linkedin page.
