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Closing a company in the United Kingdom: routes, rules and your records
Companies House is where you file to close a company in the United Kingdom. The two routes are Voluntary strike-off and Voluntary liquidation. The Information Commission is the data-protection authority for the records. the company does not meet those conditions.
A limited company on the Companies House register uses these filings. A liquidation in Scotland, or a winding-up in Northern Ireland, follows its own process.
| Fact | Detail |
|---|---|
| Registry | Companies House. GOV.UK |
| Regulator | The Information Commission. legislation.gov.uk |
| Employee notice | If you do not consult employees in a redundancy, any dismissals are almost certainly unfair and can go to an employment tribunal. GOV.UK |
| Records to keep | Section 388 of the Companies Act 2006 says accounting records must be kept at the registered office or another place the directors choose, and officers must be able to inspect them. legislation.gov.uk |
| Data-protection law | The Data Protection Act 2018. legislation.gov.uk |
How to close a company in the United Kingdom
Voluntary strike-off is used when the company has not traded or sold off any stock in the last 3 months, has not changed names in the last 3 months, is not threatened with liquidation, and has no agreement with creditors, such as a company voluntary arrangement. After the company is struck off you lose access to its bank accounts and cannot send or receive money unless the company is restored. Voluntary liquidation is used when the company does not meet those conditions. You then have to voluntarily liquidate it instead of striking it off. Strike-off is also called dissolving the company, and it is available only when every condition above is met.
Dissolution and liquidation routes
| Route | When it is used | Source |
|---|---|---|
| Voluntary strike-off | the company has not traded or sold off any stock in the last 3 months, has not changed names in the last 3 months, is not threatened with liquidation, and has no agreement with creditors, such as a company voluntary arrangement. After the company is struck off you lose access to its bank accounts and cannot send or receive money unless the company is restored. | GOV.UK |
| Voluntary liquidation | the company does not meet those conditions. You then have to voluntarily liquidate it instead of striking it off. Strike-off is also called dissolving the company, and it is available only when every condition above is met. | GOV.UK |
The registry
Companies House. A majority of the directors sign form DS01 and send it to Companies House. The fee is £18. You cannot pay using a check from an account that belongs to the company you are striking off. You should close bank accounts and transfer domain names before you apply. Anything left, including bank balances and later tax refunds, passes to the Crown. If the form is filled in correctly, the request is published in The Gazette. If nobody objects, the company is struck off once the 2 months in that notice have passed. A second notice records that the company no longer exists. A dishonest application is an offence and can lead to a fine and prosecution.
Employees: consultation and notice
If you do not consult employees in a redundancy, any dismissals are almost certainly unfair and can go to an employment tribunal. You must follow collective consultation when you make 20 or more employees redundant within any 90-day period at one establishment. Notify the Redundancy Payments Service on form HR1 before consultation starts: 30 days before the first redundancy for 20 to 99 people, and 45 days before for 100 or more. You can be fined an unlimited amount if you do not notify. You cannot dismiss before that same minimum period. Consult trade union or elected employee representatives, or the staff directly if there are none. Give written reasons, the numbers and categories of employees, how you will select people, how you will carry out the redundancies, and how you will work out redundancy pay. Fewer than 20 planned redundancies have no set timetable, but it is good practice to consult, and a tribunal can hold the dismissal unfair if you do not. Consultation need not end in agreement, but it must aim at agreement, including ways to avoid or reduce the redundancies.
For staff who worked in a US state, read final paycheck and WARN rules by state.
Data protection when the company closes
The Data Protection Act 2018. Section 3 says personal data means information relating to an identified or identifiable living individual. Someone is identifiable directly or indirectly by a name, number, location data, an online identifier, or factors specific to identity. Section 3(9) and (10) say the data protection legislation includes the UK GDPR, which is Regulation (EU) 2016/679 as it forms part of the law of England and Wales, Scotland and Northern Ireland, together with the Act and regulations made under them.
The Information Commission. Section 114A of the Data Protection Act 2018 establishes a body corporate called the Information Commission. Schedule 12A makes further provision about the Commission.
The Information Commissioner's Office says anonymization reduces the chance that a person is identified or identifiable to a sufficiently remote level. A person can still be identifiable without a name, if the information might affect that person. The Office uses two indicators, singling out and linkability, and it tells you to weigh the means reasonably likely to be used, not a purely hypothetical chance. Removing obvious identifiers is not enough on its own. Identifiability also depends on who may get access to the information.
Where the GDPR applies, read GDPR and de-identified records before you treat the filing as a US privacy rule.
Records to keep
Section 388 of the Companies Act 2006 says accounting records must be kept at the registered office or another place the directors choose, and officers must be able to inspect them. If records are kept outside the United Kingdom, accounts and returns that show the financial position at least every six months must be kept in the United Kingdom. A private company preserves those records for three years from the date they are made. A public company preserves them for six years. Insolvency rules under section 411 of the Insolvency Act 1986, and the matching Northern Ireland order, can set a different period.
What this means for a data license
You give the data partner the right to use your records, with personal details removed, for AI research. Personal details are removed before anything leaves your company. Customer and staff details are never shared. You approve each system before anything is shared. To train and test AI that helps people do their jobs. Never for marketing, and never sold as contact lists. You keep ownership of your data, and full use of it in your business. You agree not to license the same records to anyone else. You sign an NDA and the licensing agreement, directly with the data partner, not with Vetrix. The partner is a US-based AI data company. We tell you the data partner's name before you sign. Read what is shared and what is removed, and read the license terms, before you decide.
You need at least 30 staff at peak, or 25 if most of your staff are in the US, and at least 2 years of records.
General information only. This is not legal, tax or financial advice.
The registries already read are listed in how to close a company in another country.
The order of work before the filing is how to wind down a company.
A different registry is how to close a company in Nigeria.
If liquidation is the comparison, read India company liquidation.
Related
- Closing a company by country
Dissolution or liquidation route, registry, employee notice, and data-protection authority by country.
- Winding down
Order of operations to wind down a company, from approval through taxes and dissolution.
- Australia
ASIC is the registry. One route is Voluntary deregistration.
- Brazil
The state commercial board is the registry. One route is General-meeting dissolution.
- Canada
Corporations Canada is the registry. One route is Dissolution after liquidation.
- What's shared
Which records can be licensed, which details never leave, and what you approve.
- Systems
What common business tools do to company data after you cancel, including each vendor deletion window.
- Is it legal?
What GDPR, US rules, and bankruptcy law say about licensing company data.
Questions about closing a company in the United Kingdom
How do you close a company in the United Kingdom?
You close a company in the United Kingdom through Voluntary strike-off or Voluntary liquidation. Voluntary strike-off is used when the company has not traded or sold off any stock in the last 3 months, has not changed names in the last 3 months, is not threatened with liquidation, and has no agreement with creditors, such as a company voluntary arrangement. Voluntary liquidation is used when the company does not meet those conditions. Companies House is the office that takes the filing.
When can directors apply to Companies House for voluntary strike-off?
Directors apply when the company has not traded or sold stock in the last 3 months, has not changed its name in that time, is not threatened with liquidation, and has no deal with creditors such as a company voluntary arrangement. A majority of the directors sign form DS01. The fee is 18 pounds, and it cannot be a check drawn on the company that is closing. Companies House then publishes the request in The Gazette.
How long does the Companies Act 2006 say a private company keeps accounting records?
Section 388 says a private company preserves its accounting records for three years from the date they are made. A public company preserves them for six years. The records stay at the registered office or another place the directors choose, and officers must be able to inspect them. If the records are kept outside the United Kingdom, accounts and returns that show the position at least every six months must be kept in the United Kingdom.
What test does the Information Commissioner's Office use before data falls outside UK data protection law?
The Office says anonymization has to make it sufficiently remote that a person is identified or identifiable. A person can still be identifiable without a name. The Office looks at singling out and linkability, and at the means reasonably likely to be used, not a purely hypothetical chance. Taking off obvious identifiers is not enough on its own. Who can get access also matters.
Sources
- GOV.UK. Strike off your limited company from the Companies Register.
- GOV.UK. Apply to strike off your limited company.
- legislation.gov.uk. Data Protection Act 2018, section 3.
- legislation.gov.uk. Data Protection Act 2018, section 114A.
- Information Commissioner's Office. How do we ensure anonymisation is effective?.
- GOV.UK. Making staff redundant: redundancy consultations.
- legislation.gov.uk. Companies Act 2006, section 388.