When a company goes through the process of winding down, whether it be through compulsory or voluntary liquidation, the final act is to post an advertisement in The Gazette.
Although it is often referred to as The London Gazette, there are in fact three versions; The London Gazette, The Belfast Gazette and The Edinburgh Gazette. Each of these deals with official notices for their relevant area with the London edition containing information pertaining to companies formed in England and Wales, Belfast for Northern Irish and Edinburgh for Scottish companies.
The London Gazette has an interesting history. Being conceived as a way of disseminating reliable information during the 17th century, for the last 350 years it has been the official public record for many types of information including military conduct (mentioned in dispatches), The Queens’ honours list and of course notifications of company administration, insolvency and winding up.
The official notification is the last thing to be done when winding up a company and essentially announces to the world that the company is no longer in existence having been struck from the register at companies house.
There are of course a few restriction on when the notice can appear. The notice can only be placed if;
- The company has not traded for the last 3 months
- Not changed the company name in the last 3 months
- Isn’t facing any legal action either currently or proposed
- Has not made a disposal for value of property rights
Once these conditions are met the directors or their agents can then apply to companies house to have the business struck off the register by using form DS01 (can be found here). The form has to be signed by the majority of the directors and there is a small fee payable (Currently £10). As a practical note applicants shouldn’t send the fee using the bank account of the company to be struck off, after that would be another transaction!
A copy of the application should also be sent out to any interested parties such as HMRC within a week.
The advertisement is placed by Companies House directly and once it appears the company essentially ceases to exist. Any reporting and compliance requirements from Companies House will then stop and the directors can rest easy.
An important point to note is that once the gazette has been published and the company struck off all assets of the company become the property of the crown or bona vacantia. In the case of a firm that has gone through a managed winding up, such as in the case of an administrative liquidation or a voluntary action of the directors or members, then this shouldn’t be an issue, however it is possible that a company may be struck off the register if it appears to not be trading and if there are no objections.
In this case it is also possible for a director or member to apply to have the company restored. This is called ‘Administrative Restoration’ and once this has been granted the company then will be deemed to have existed all along. Again there are specific instances where this may be possible;
- Where the company was struck off under the companies act 2006 s1000 or s1001
- struck off under section 652 of the companies act 1985
- struck off under section 603 of the companies consolidation (Northern Ireland) order 1986
- Dissolved for no more than six years at the date of the application for re registration
- Carrying on business at the time of striking off
You can find out more about striking off a limited company or restoring a previously struck off firm at the Companies House Website http://www.companieshouse.gov.uk/infoAndGuide/windingUpCompany.shtml