Your options at a glance
The right route depends on two things: whether the company can pay its debts, and how much money is left in it. GOV.UK sets out the options for closing a limited company and says that striking off "is usually the cheapest way to close it".
| Route | For | Who runs it | Government cost |
|---|---|---|---|
| Voluntary strike off (DS01) | Solvent companies with little or nothing left to distribute | The directors | £13 online, £18 paper |
| Members' voluntary liquidation (MVL) | Solvent companies, often with larger reserves | A licensed insolvency practitioner as liquidator | Practitioner fees (quoted by the practitioner) |
| Creditors' voluntary liquidation (CVL) | Insolvent companies | A licensed insolvency practitioner, with creditors involved | Practitioner fees (quoted by the practitioner) |
| Compulsory liquidation | Insolvent companies, ordered by the court | The official receiver | Director's petition: £2,600 plus £280 hearing fee |
The strike off fees are from Companies House's fee list (the online fee has been £13 since 1 February 2026). The petition costs are from GOV.UK's page on applying to court. An insolvent company can also go into administration, which is a rescue process and not covered here.
If you are keeping the company for later, you do not have to close it. A dormant company stays on the register but must still file annual accounts and a confirmation statement every year.
First question: is the company solvent?
A company is solvent if it can pay all its debts, including tax, as they fall due. GOV.UK reminds directors that the interests of creditors "legally come before those of the directors or shareholders". So once the company is in financial difficulty, directors must put creditors first.
If you are not sure, speak to a licensed insolvency practitioner or a solicitor before you do anything else, as GOV.UK recommends. In a liquidation, the directors' conduct is reviewed, and conduct found to be unfit can lead to a ban of 2 to 15 years.
Option 1: voluntary strike off with form DS01
Voluntary strike off suits small, solvent companies that have stopped trading and have little left to pay out. The company can apply only if, in the last 3 months, it has not traded or sold off any stock and has not changed its name, and if it is not threatened with liquidation and has no agreements with creditors, such as a Company Voluntary Arrangement.
The main points of the process:
- A majority of directors sign form DS01 and file it with Companies House.
- A copy goes, within 7 days, to anyone who could be affected: shareholders, creditors, employees, pension fund managers or trustees, and any director who did not sign.
- Companies House publishes a notice in The Gazette. If nobody objects, the company is struck off once the 2 months in the notice have passed, and a second Gazette notice confirms it.
- A dishonest application is an offence and can lead to a fine and prosecution.
Our strike off service page explains the DS01 filing in detail, including how to withdraw an application.
Option 2: members' voluntary liquidation (MVL)
An MVL is the formal way to close a solvent company. It is often used when the company has larger reserves to pay out, property or other assets to deal with, or creditors that need a formal process.
GOV.UK's members' voluntary liquidation guidance sets out the steps:
- The directors review the company's assets and liabilities and make a declaration of solvency, stating that the company can pay its debts (with interest) within 12 months. A majority of directors sign it in front of a solicitor or notary public.
- Within 5 weeks, the shareholders hold a general meeting and pass a resolution for voluntary winding up.
- The shareholders appoint an authorised insolvency practitioner as liquidator.
- The resolution is advertised in The Gazette within 14 days.
- The signed declaration goes to Companies House within 15 days of the resolution.
The liquidator then sells or distributes the assets, pays creditors and makes the final distributions to shareholders. Only a licensed insolvency practitioner can act as liquidator. Borderless Filings does not run liquidations; if an MVL fits your case, you appoint a practitioner directly.
The declaration of solvency is a formal statement by the directors. Only sign it once the figures have been checked with your accountant or the insolvency practitioner.
Option 3: creditors' voluntary liquidation (CVL)
A CVL is how directors close a company that cannot pay its debts. GOV.UK says a director can propose it when the company is insolvent and enough shareholders agree: 75% by value of shares must agree to pass a winding-up resolution.
The company then appoints an authorised insolvency practitioner as liquidator, sends the resolution to Companies House within 15 days, and advertises it in The Gazette within 14 days. The liquidator sells assets, pays creditors in the legal order of priority, and reports on the directors' conduct.
After a CVL or compulsory liquidation, directors must give the liquidator the records and information asked for. A director can be banned from being a director for 2 to 15 years, or prosecuted, if their conduct was unfit, and for 5 years cannot form, manage or promote a business with the same or a similar name.
Option 4: compulsory liquidation
Compulsory liquidation is ordered by the court. A director can ask the court to wind up the company if it cannot pay debts of £750 or more and 75% of shareholders (by value of shares) agree. It costs £2,600 to submit the petition and £280 for the hearing. If the court makes a winding-up order, the official receiver takes charge.
More often, a creditor starts it. A creditor owed £750 or more who can prove the company cannot pay can apply to wind up the company; GOV.UK lists £352 in court fees and a £2,600 petition deposit.
Before you close: the practical checklist
Whichever route you use, the company has to tidy up its affairs. For strike off, the directors do this themselves before applying. In a liquidation, the liquidator handles much of it.
Employees and PAYE
Pay final wages, follow the redundancy rules, and tell HMRC the company has stopped employing people. GOV.UK says to send a final FPS or EPS with the "Final submission because scheme ceased" box selected, give each employee a P45, pay any outstanding tax and National Insurance, and send any expenses and benefits returns. A director-only payroll counts too. Our payroll service can run the final submission.
VAT
If the company is VAT registered, it must cancel its registration within 30 days of stopping taxable supplies or face a possible penalty. A final VAT return covers the period up to the cancellation date, and VAT may be due on stock and assets you kept if you reclaimed VAT on them and the total is over £1,000. Keep VAT records for 6 years. Our VAT returns service can prepare the final return.
Final accounts and CT600
GOV.UK says the company must send final statutory accounts and a Company Tax Return to HMRC and pay all Corporation Tax and other tax it owes. A CT600 is due 12 months after the end of the accounting period, and since HMRC's free filing service closed on 31 March 2026 it has to be filed with commercial software. Late returns now attract a £200 penalty from day one. See our CT600 guide or use our accounts and CT600 service.
Assets, bank accounts and records
Share out any remaining assets among the shareholders before strike off, collect money owed to the company, and then close the bank accounts. Once the company is struck off, you lose access to its bank accounts and cannot send or receive money. Keep business documents such as bank statements, invoices and receipts for 7 years after the company is struck off.
What happens to assets left in the company (bona vacantia)
Anything a company still owns when it is dissolved passes to the Crown. The Government Legal Department's guidance on bona vacantia (ownerless property) says property, cash and other assets "automatically pass to the Crown". That includes money in a bank account you forgot to empty and, as GOV.UK points out, future payments such as HMRC refunds.
Who deals with the assets depends on where the company was registered: the Bona Vacantia Division of the Government Legal Department in most of England and Wales, the King's and Lord Treasurer's Remembrancer in Scotland, and the Crown Solicitor's Office in Northern Ireland. Getting assets back usually means restoring the company, so it is far simpler to distribute everything first.
Tax on money you take out: the high-level picture
How shareholders are taxed on the final payout depends on the route and the amount. This is an area where you should get advice from a qualified tax adviser before any money moves.
- Strike off: under section 1030A of the Corporation Tax Act 2010, distributions made in anticipation of a strike off can be treated as capital if the total does not exceed £25,000 and the company has settled, or intends to settle, its debts. If the total is more than £25,000, normal distribution treatment applies, which usually means Income Tax at dividend rates.
- MVL: payments made by a liquidator are generally capital distributions. HMRC's manual confirms that Business Asset Disposal Relief can be available on them if the conditions are met. A targeted anti-avoidance rule, in force since 6 April 2016, can treat them as income in some cases.
- Dividend rates for comparison: for 2026/27 the dividend allowance is £500, and dividend tax rates are 10.75%, 35.75% and 39.35%.
- Shareholders abroad: how a non-resident shareholder is taxed depends on their country of residence and any tax treaty. Get local advice.
Restoring a company after it closes
A dissolved company can sometimes be brought back, but the route depends on how it was closed.
- Administrative restoration is for companies struck off by the Registrar, for example for not filing accounts. A former director or shareholder can apply if the company was dissolved within the last 6 years and was trading at the time. The fee is £341, and all overdue documents and penalties must be brought up to date.
- Restoration by court order is the only route for a company closed by voluntary strike off: Companies House says a company struck off by voluntary dissolution can only be restored by court order. You can generally apply within 6 years of dissolution, with no time limit for personal injury claims. A restored company is treated as if it had never been dissolved.
If the company held assets when it was dissolved, a waiver letter from Bona Vacantia is also needed.
Closing it yourself vs using Borderless Filings
You can file a DS01 yourself with Companies House for £13 online, and for a simple company with no staff, no VAT and nothing left in the bank, that may be all you need. The risk is in the steps before it: a final CT600 left unfiled, a PAYE scheme left open, or money left in the account that then passes to the Crown.
Our company closure service covers voluntary strike off. Our filing team checks the company against the DS01 conditions, gives you a closing checklist, prepares the form for your directors to approve, submits it, and tracks the Gazette notices in your portal. If you also need final accounts, a final CT600, a final VAT return or a payroll closure, we can quote for those together. We do not act as a liquidator: if your company needs an MVL or CVL, you will need a licensed insolvency practitioner.
Sources
- GOV.UK: Closing a limited company
- Companies House: Companies House fees
- GOV.UK: Strike off your limited company from the Companies Register
- GOV.UK: Strike off: close down your company
- GOV.UK: Strike off: apply to strike off
- GOV.UK: Members' voluntary liquidation
- GOV.UK: Creditors' voluntary liquidation
- GOV.UK: Apply to the court to liquidate your company
- GOV.UK: What happens to directors in a liquidation
- GOV.UK: Wind up a company that owes you money
- GOV.UK: Stop being an employer
- GOV.UK: Cancel your VAT registration
- GOV.UK: Company Tax Returns
- HMRC: Closure of the service to file your company accounts and tax return
- Government Legal Department: Bona vacantia dissolved companies (BVC1)
- HMRC: CTM36220 Company dissolution: distributions
- HMRC: CG64115 Business Asset Disposal Relief: liquidation of company
- GOV.UK: Tax on dividends
- GOV.UK: Restore your dissolved company
- Companies House blog: Restoring your company after voluntary strike off
- Companies House: Restoring a company to the Companies House register
Fees, deadlines and rules on this page were last checked on 27 September 2026.