How to close a limited company in the UK
A UK limited company closes by one of five routes: voluntary strike-off, members’ voluntary liquidation, creditors’ voluntary liquidation, compulsory liquidation or administration. The first question picks between them: can the company pay its debts within 12 months? This guide covers England and Wales, with fees and deadlines as of November 2026.
Choose a route
Start with the company’s finances. A company that can pay all its debts within 12 months of a liquidation starting can use a members’ voluntary liquidation, and it may be able to apply for strike-off. A company that cannot pay its debts needs an insolvency route. Strike-off does not replace formal insolvency proceedings.
| Route | Fits a company that | Who controls the records |
|---|---|---|
| Voluntary strike-off | Has not traded, changed its name or carried on other activity in the last three months, and is not threatened with liquidation | The directors deal with the assets before applying. On dissolution the company no longer exists and its remaining assets pass to the Crown |
| Members’ voluntary liquidation | Can pay its debts within 12 months of the liquidation starting | The liquidator takes control when appointed, and the directors’ powers end unless sanctioned |
| Creditors’ voluntary liquidation | Cannot pay its debts, and has the agreement of shareholders holding 75% by value | The liquidator takes control of the business. The directors must hand over assets, records and paperwork |
| Compulsory liquidation | Cannot pay its debts, and a court orders it to be wound up | The official receiver takes charge as liquidator |
| Administration | Is in debt and cannot pay what it owes | The directors hand over control of the company and everything it owns to the administrator |
Three answers decide most cases. Has the company traded or changed its name in the last three months? Is it threatened with liquidation, or does it have an arrangement with creditors? Can it pay its debts within 12 months? If you cannot answer the third, ask an insolvency practitioner. GOV.UK keeps a register you can search, and we do not name or recommend firms.
Check the records before they are destroyed
Route finder
The route finder asks six questions. It shows which routes may fit, who controls the company’s records on each, and the minimum dates that apply, and it ends at a records step. Your answers stay in your browser, the PDF summary is made on your own device and the tool asks for no company name or number.
It shows routes that may fit and does not tell you what to do. If you answer “not sure” to any of the first three questions, it shows no route and points you to the GOV.UK pages and the practitioner register.
Answer six questions to see which routes to closing a limited company may fit, who controls the company's records on each, and the dates that apply.
The routes cannot be narrowed yet
The first three answers decide which routes are open, and at least one is 'not sure'. Read the gov.uk guides below, or ask an insolvency practitioner whether the company can pay its debts and whether it can strike off.
The insolvency routes may fit
A company that cannot pay its debts within 12 months cannot use a members' voluntary liquidation. The routes that may fit are a creditors' voluntary liquidation, compulsory liquidation or administration, and each needs an authorised insolvency practitioner or the official receiver. Strike-off does not replace formal insolvency proceedings, and creditors can still apply to restore a struck-off company.
Strike-off is blocked for now
A company cannot apply for strike-off if, in the last three months, it traded, changed its name or carried on other activity, or if it is threatened with liquidation or has an arrangement with creditors. A members' voluntary liquidation is open to a company that can pay its debts within 12 months.
Two routes may fit
Strike-off is a filing by the directors. A members' voluntary liquidation puts an authorised insolvency practitioner in charge. They treat the company's records differently, as the table shows.
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Voluntary strike-off
The directors apply to Companies House to remove the company from the register. It is not an alternative to formal insolvency proceedings.
Who controls the records The directors deal with the assets before applying, and no insolvency practitioner takes over. When the company is dissolved it no longer exists and its remaining assets pass to the Crown.
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Members' voluntary liquidation
For a company that can pay its debts within 12 months of the liquidation starting. The directors sign a declaration of solvency, and the shareholders pass a winding-up resolution and appoint an authorised insolvency practitioner as liquidator.
Who controls the records The liquidator takes control when appointed. The directors' powers end unless the company in general meeting or the liquidator sanctions them continuing.
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Creditors' voluntary liquidation
For a company that cannot pay its debts. Shareholders holding 75% by value of the shares pass a winding-up resolution, and the company appoints an authorised insolvency practitioner as liquidator, who acts in the interest of the creditors.
Who controls the records The liquidator takes control of the business. The directors lose control and must hand over the company's assets, records and paperwork.
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Compulsory liquidation
A court orders the company to be wound up. A director can apply to the court, which needs the agreement of 75% by value of the shareholders and a winding-up petition.
Who controls the records A winding-up order puts the official receiver in charge. The official receiver becomes liquidator and takes control of the company's property.
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Administration
For a company in debt that cannot pay what it owes. The company appoints an administrator, who must be a professional insolvency practitioner. The administrator can sell the business as a going concern, sell the assets as part of a creditors' voluntary liquidation, or close the company if there is nothing to sell.
Who controls the records The directors hand over control of the company and everything it owns to the administrator.
The one director applies, or signs the declaration of solvency.
Both directors must apply for strike-off. A members' voluntary liquidation needs a majority of the directors to sign the declaration of solvency, which here means both.
A majority of the directors must apply for strike-off or sign the declaration of solvency. For example, 2 of 3 or 4 of 6.
Fewer than 20 redundancies at one site: there is no HR1 duty and no set collective consultation period, but gov.uk calls consultation good practice, and a tribunal could find unfair dismissal if the employer does not consult. Our HR1 form guide
20 to 99 redundancies at one site: submit HR1 online and start consultation at least 30 days before the first dismissal takes effect, and before any dismissal notice is given. Our HR1 form guide
100 or more redundancies at one site: submit HR1 online and start consultation at least 45 days before the first dismissal takes effect, and before any dismissal notice is given. Our HR1 form guide
Count the redundancies at each site separately. If any site reaches 20 within 90 days, HR1 and collective consultation apply there. Our HR1 form guide
| Route | Who controls the records |
|---|---|
| Voluntary strike-off | The directors deal with assets before applying. On dissolution the company no longer exists and the remaining assets pass to the Crown. |
| Members' voluntary liquidation | The liquidator takes control when appointed. The directors' powers end unless sanctioned. |
| Creditors' voluntary liquidation | The liquidator takes control of the business and acts for creditors. The directors lose control and must hand over assets, records and paperwork. |
| Compulsory liquidation | A court order puts the official receiver in charge. The official receiver becomes liquidator and takes control of the property. |
| Administration | The directors hand over control of the company and everything it owns to the administrator. |
Dates that apply, as of November 2026
Enter a date you know and the deadlines that follow from it appear beside each step. The dates stay in this page.
- Within 7 days of the application date Send a copy of the application to members, creditors, employees, pension fund managers or trustees, and any director who did not sign Source
- At least 2 months after the Gazette notice date Companies House sets the notice date Companies House publishes the Gazette notice. The registrar can strike the company off not less than 2 months after the notice date Source
- Companies House sets the date To be set A second Gazette notice confirms the company has been dissolved Source
- On the declaration date A majority of the directors sign the declaration of solvency in front of a solicitor or notary public Source
- Within 5 weeks of the declaration date Hold the general meeting, pass the resolution for voluntary winding up and appoint the liquidator Source
- Within 14 days of the resolution date Advertise the resolution in The Gazette Source
- Within 15 days of the resolution date Send the signed declaration to Companies House Source
- Within 15 days of the resolution date Send the winding-up resolution to Companies House Source
- Within 14 days of the resolution date Advertise the resolution in The Gazette Source
- At least 30 days before the first dismissal date Submit HR1 online, before giving any dismissal notice and at least 30 days before the first dismissal takes effect Source
- At least 30 days before the first dismissal date Start collective consultation in good time and at least 30 days before the first dismissal takes effect Source
- At least 45 days before the first dismissal date Submit HR1 online, before giving any dismissal notice and at least 45 days before the first dismissal takes effect Source
- At least 45 days before the first dismissal date Start collective consultation in good time and at least 45 days before the first dismissal takes effect Source
Your records change hands at this step
In a liquidation or administration, the practitioner takes control of the company's records. On strike-off, the company stops existing and its remaining assets pass to the Crown. Any licence of the records has to be agreed before this step. No official source we have read says whether records count as property that a practitioner can sell or license, so take advice first.
Find an insolvency practitioner
Sources
- gov.uk/strike-off-your-company-from-companies-register
- gov.uk/liquidate-your-company
- gov.uk/find-an-insolvency-practitioner
- gov.uk/government/publications/striking-off-or-dissolving-a-limited-company/striking-off-or-dissolving-a-limited-company
- gov.uk/liquidate-your-company
- gov.uk/put-your-company-into-administration
- gov.uk/strike-off-your-company-from-companies-register
- legislation.gov.uk/ukpga/2006/46/section/1004
- gov.uk/liquidate-your-company/members-voluntary-liquidation
- gov.uk/strike-off-your-company-from-companies-register/apply-to-strike-off
- gov.uk/liquidate-your-company/members-voluntary-liquidation
General information for companies registered in England and Wales, as of November 2026. It shows routes that may fit and is not advice.
Your answers stay in your browser. Nothing is sent unless you choose to continue to the eligibility check. We do not ask for a company name or number.
Steps in order
The order matters more than the speed. Most closures follow this sequence:
- Choose the route, using the three questions above or the route finder.
- Settle the records question. Agree any licence before the closure step.
- Deal with staff: consult, submit form HR1 if 20 or more redundancies are proposed at one site, and pay final wages or salary.
- Deal with the assets. Before a strike-off, close bank accounts, transfer domain names and share business assets among the shareholders. In a liquidation or administration, hand them to the practitioner.
- Tell HMRC: make the final payroll return, send final accounts and the Company Tax Return, and cancel the VAT registration if the company stops trading.
- Make the filing: form DS01 for a strike-off, or the declaration of solvency or winding-up resolution for a liquidation.
- Keep the records you are asked to keep, and note who holds them.
Voluntary strike-off
Directors can ask Companies House to remove the company from the register. A majority of the directors must apply on form DS01, and the company must pass the tests in our guide to striking off a company. It must have no insolvency proceedings and no arrangement with creditors, and no trading, name change or other activity in the previous three months.
As of November 2026 the fee is £13 online and £18 on paper, and our DS01 form guide walks through both. Within 7 days of applying, the directors must send copies to everyone affected. If nobody objects, Companies House strikes the company off once the 2 months in the Gazette notice have passed. A second notice then confirms that the company no longer exists.
Deal with the assets first. Anything left when the company is struck off passes to the Crown, including bank balances and later payments such as HMRC refunds. Getting anything back means restoring the company.
Liquidation
A liquidator is an authorised insolvency practitioner or the official receiver. As soon as one is appointed, they take control of the business, sell off the company’s assets and use the money to pay creditors. The directors no longer control the company or anything it owns, and they must hand over its assets, records and paperwork.
A members’ voluntary liquidation suits a company that can pay its debts. A majority of the directors sign a declaration of solvency in front of a solicitor or notary public, saying the company can pay its debts within 12 months. Shareholders then meet within 5 weeks to pass the winding-up resolution and appoint the liquidator.
A creditors’ voluntary liquidation suits a company that cannot pay its debts. Shareholders holding 75% by value of the shares must agree to the winding-up resolution. The company appoints a practitioner, sends the resolution to Companies House within 15 days and advertises it in The Gazette within 14 days. The liquidator acts in the interest of the creditors rather than the directors.
In compulsory liquidation a court orders the company to be wound up, and the official receiver takes charge.
Administration
Administration is for a company that is in debt and cannot pay what it owes. The company appoints an administrator, who must be a professional insolvency practitioner, and the directors hand over control of the company and everything it owns.
The administrator can sell the business as a going concern, sell the assets as part of a creditors’ voluntary liquidation and close the company, or close the company if there is nothing to sell. The administrator can also cancel or renegotiate contracts and make employees redundant.
What happens to a director
In a liquidation the directors no longer control the company or anything it owns, and they cannot act for it. They must give the liquidator any information asked for, hand over the company’s assets, records and paperwork, and attend an interview if asked. The Insolvency Service says directors have a legal duty to work with the liquidator.
A director can be banned for 2 to 15 years, or prosecuted, if the liquidator decides their conduct was unfit. In a compulsory liquidation or a creditors’ voluntary liquidation, directors are also banned for 5 years from forming, managing or promoting a business with the same or a similar name. Exceptions include a sale by a licensed insolvency practitioner who gives the legally required notice, and the court’s permission.
Staff, final pay and the HR1 form
If the company employs people, follow the redundancy rules and pay their final wages or salary. Collective consultation applies when you make 20 or more employees redundant within any 90-day period at a single establishment. As of November 2026 you notify the Redundancy Payments Service by submitting form HR1 online, at least 30 days before the first redundancy for 20 to 99 redundancies and at least 45 days for 100 or more. You can be fined an unlimited amount if you do not notify. Insolvency practitioners must still file.
Below 20 redundancies there are no set rules, but gov.uk calls consultation good practice, and a tribunal could find unfair dismissal if you skip it. Our HR1 form guide has the full timing table.
HMRC, final accounts and tax
Tell HMRC straight away when the company stops employing people. Send a final payroll return, enter a leaving date on each employee’s record and give each person a P45 on their last day. On a strike-off you must also send final statutory accounts and a Company Tax Return to HMRC, pay all Corporation Tax and other tax owed, and cancel the VAT registration if the company stops trading. You do not have to file final accounts with Companies House.
If you take assets out of the company before it is struck off, you might owe Capital Gains Tax, which you work out on your own Self Assessment return. In a liquidation the practitioner pays the liquidation costs and the final VAT bill. Ask an accountant about each step.
After dissolution
A dissolved company can be restored, but only in set cases. Administrative restoration is open for up to 6 years from dissolution and costs £341 as of November 2026. It is not available if the directors voluntarily applied to strike the company off. Otherwise a court order is needed, generally within 6 years of dissolution, and creditors and others with an interest can apply.
If the company had assets, a bona vacantia waiver letter from the Crown’s representative is needed. The Insolvency Service also says directors of dissolved companies can be investigated and disqualified, so do not treat dissolution as the end of the matter.
Records: decide before the closure step
Your records change hands at closure. On strike-off, gov.uk tells directors to keep business documents such as bank statements, invoices and receipts for 7 years after the company is struck off. In a liquidation or administration the practitioner takes control of the records and decides what happens to them. Our guide to how long to keep business records covers the periods.
The records may also be licensable.
Any licence has to be agreed before the records change hands, and the timing depends on the route:
- Strike-off. Agree the licence before you apply, and take advice on timing. A company cannot apply if it traded or carried on other activity in the previous three months. No source we have read says whether granting a data licence counts as that activity.
- Liquidation or administration. The practitioner controls the records and decides, so pass the question to them. No official source we read says whether records count as property a practitioner can license.
- Already dissolved. The remaining assets passed to the Crown, so a licence would need the company restored first. Take a solicitor’s advice.
Personal data in the records stays under UK GDPR until nobody is reasonably likely to identify the people it relates to. Removing names is not enough, and anonymising is itself processing that needs a lawful basis. Take advice before any records that hold personal data leave the company, and see our guide to anonymising company data.
Check the records before they are destroyed
Some company records can be licensed for AI training. Answer four questions to see whether yours might qualify, without sharing any files.
Next steps
Work through the route finder, read the guide for the route that fits, and speak to a solicitor, an accountant or an insolvency practitioner before you file anything. Settle the records question first, because it is hard to reverse once the company has gone.
Frequently asked questions
- Can I close a company that has debts?
- A company that cannot pay its debts on time should look at the insolvency routes first. Companies House says strike-off is not an alternative to formal insolvency proceedings, and creditors can still apply to restore a struck-off company. An insolvency practitioner can tell you which route fits.
- Who keeps the records after a company closes?
- It depends on the route. On strike-off the directors deal with the company's assets before they apply, and gov.uk says directors should keep business documents for 7 years afterwards. In a liquidation the liquidator takes control of the records, and in administration the administrator does. We found no statute that sets a duty on former directors after dissolution, so gov.uk's 7 years is guidance.
- Do I have to tell HMRC?
- Yes. Tell HMRC straight away when the company stops employing people, and send final accounts and a Company Tax Return. On strike-off, gov.uk also tells directors to cancel the VAT registration if the company stops trading. In a liquidation the liquidator pays the final VAT bill.
- Can I close a limited company online?
- You can apply for strike-off online through Companies House. As of November 2026 the fee is £13 online and £18 on paper. Liquidation and administration need an insolvency practitioner, and form HR1 is filed online when 20 or more redundancies are proposed at one site.
Sources
- GOV.UK: Strike off your limited company from the Companies Register
- GOV.UK: Close down your company before you strike it off
- Companies House: Striking off or dissolving a limited company
- Companies House fees (updated 25 September 2026)
- GOV.UK: Liquidate your limited company
- GOV.UK: What the liquidator does
- GOV.UK: What happens to directors in a liquidation
- GOV.UK: Put your company into administration
- GOV.UK: Restore a dissolved company
- Companies House: Restoring a company to the register
- Insolvency Service: Director information hub, dissolved companies
- GOV.UK: Redundancy consultations
- GOV.UK: Stop being an employer
- GOV.UK: Find an insolvency practitioner