How to close a UK limited company with DS01: debts come first

Field note, 19 October 2026: I reread the Companies House strike-off guidance today with one question in mind, how to close a UK limited company that its director runs from abroad.

The cheap answer is form DS01, and GOV.UK says so plainly: “Striking off the company is usually the cheapest way to close it.”

I found the catch a few paragraphs further down the same guidance. Strike-off is built around the people the company owes. Every one of them must be sent a copy of the application within seven days, and any of them can later object to the company being dissolved.

A company with open debts can still file a DS01. I see no way to use one to make those debts disappear.

So the order of the closing work matters. Before any director signs, the company should settle what it can, collect what it is owed, empty and close its bank account, and only then apply.

I make sure that sequence is clear before I look at the form at all, because the guidance expects the closing work, including an empty bank account, to be finished before the DS01 is signed.

How to close a UK limited company: is DS01 the right route?

For a solvent company that has stopped trading, DS01 is the standard route, and a members' voluntary liquidation is the alternative GOV.UK names.

GOV.UK sorts the options by one question: can the company pay its bills? If it can, the choice is strike-off or a members' voluntary liquidation. If it cannot, the list adds administration and a creditors' voluntary liquidation, and strike-off stays on it.

Insolvency changes whose interests come first on GOV.UK's closing page. The creditors of an insolvent company legally come before its directors and shareholders, and the page sends owners who are unsure to a solicitor or an insolvency practitioner.

I think of liquidation as paying the debts inside the process rather than before it. GOV.UK's liquidation guide says the company's assets are used to pay off its debts. Any money left goes to shareholders.

A strike-off has no liquidator at all, so the directors do that work themselves, and the creditors' right to object is what checks it.

Closing is also optional for a company that has simply stopped. GOV.UK says a company can stay dormant for as long as its owners want, provided it still sends annual accounts and a confirmation statement to Companies House.

Who can file a strike off DS01 and what does it cost?

The directors make the application, and a sole director can make it alone. GOV.UK's strike-off guide puts the rule in one line: “The form must be signed by a majority of the company’s directors.”

Two-director companies get a stricter rule in the Companies House guidance: both must apply.

I checked the online service too, and its start page uses different words for the same test. More than half of the directors must sign before the application can be submitted. Each signer needs an email address.

For owners spread across countries, I see that as the practical trap: every signing director has to be reachable while the application waits.

The online fee is £13, payable by card.

Paper costs more, and the DS01 page is direct about the terms: “A paper application costs £18 and you can only pay by cheque or postal order.” It also warns that paper takes much longer to process.

One more payment rule appears on the GOV.UK strike-off guide, and it matters to anyone closing a company with its last money still in the company account: the cheque cannot come from that account.

The service also asks for the company authentication code. It sits on the short list of things needed to apply, so I would find it before I did anything else on the closing list.

Which conditions block a strike-off application?

Three months of quiet is the core test, as I read section 1004. The section, in the Companies Act 2006, bars an application if, in the previous three months, the company changed its name or traded. Selling off trading stock counts too.

I like the example Companies House uses to explain that last point. A company that sold apples could not continue selling apples, but it could sell the truck it once used to deliver them.

Paying old bills does not restart the clock. Section 1004 says a company is not treated as trading “by virtue only of the fact that it makes a payment in respect of a liability” incurred in the course of business.

Other activity is allowed only where it is needed to apply, to wind up the company's affairs or to meet a statutory requirement, and the Act also lets the Secretary of State add exceptions by order.

I count formal insolvency proceedings as a hard stop. They close the route while they are pending. The Companies House guidance names liquidation, including a winding-up petition presented but not yet dealt with, and a section 895 compromise or arrangement between the company and its creditors or members.

Getting this wrong is a criminal matter, not a filing slip. The guidance says: “It’s an offence to apply for strike off if your company is not eligible.”

Take a hypothetical consultancy whose director stops trading and sends a last invoice in May, then pays the final supplier in July.

On these rules I would date the earliest DS01 to August. That is three months after trading stopped, because the July payment settles a business debt and does not count as trading under section 1004.

Can a company with unpaid debts be struck off?

It can apply, but the creditors have to be told, and they get a formal chance to stop it.

Section 1006 of the Companies Act sets the notice duty. Within seven days of the application, a copy must reach every member, employee and creditor, any director who did not sign, and any manager or trustee of an employee pension fund.

Companies House spells out who counts as a creditor. Its list runs from banks, suppliers and former employees owed money to landlords, guarantors, personal injury claimants, HMRC and the DWP.

The duty does not end on the filing day. Anyone who becomes a director, member, creditor or employee afterwards must also receive a copy within seven days, until the company is dissolved or the application is withdrawn.

Hiding the application from a creditor is an aggravated offence. If a copy is withheld to conceal the application, the guidance says the penalty can reach seven years in prison and an unlimited fine.

I read the objection rules next, because they are where unpaid debts come back into the picture. Once the Gazette notice appears, a creditor can object, and GOV.UK's objection guide is specific about proof: “You must have evidence to support your objection”.

Invoices showing the company owes money are the example it gives.

HMRC, as far as I can see from its manuals, uses the same route when tax is still owed. Its debt management manual says the office handling the company may object if there is an outstanding liability, and gives the purpose: “This is to allow further time to recover the debt.”

A second HMRC manual covers arrears still unpaid one month before the proposed dissolution date. Staff are told to ask for the objection to be sustained for a further six months. They repeat the request while pursuit goes on.

Even a completed dissolution does not end a director's exposure. Section 1003 says “the liability (if any) of every director, managing officer and member of the company continues and may be enforced as if the company had not been dissolved”.

A creditor can also bring a struck-off company back. The objection guide says a court order can restore a company already struck off, for example if it owed the applicant money when it was dissolved.

What should happen to money, assets and HMRC before the DS01 goes in?

Everything the company owns needs a home before the application goes in. Whatever is left belongs to someone else afterwards.

GOV.UK's close-down page is short on this point: “Anything that’s left will go to the Crown.” It adds that this includes payments the company may receive in future, such as HMRC refunds.

Refunds are the item I would chase first. The Companies House guidance says “HMRC cannot process or issue refunds to a dissolved company”, so a repayment still in the system has to land before dissolution.

Bank accounts deserve their own line on any closing list. The strike-off page tells directors to close them and transfer any domain names before applying, and warns that after strike-off the company loses access to its accounts and cannot send or receive money.

Final accounts go to HMRC, and I note they do not have to go to Companies House. GOV.UK says final statutory accounts and a Company Tax Return must go to HMRC marked as the final trading accounts, and all Corporation Tax and other tax liabilities must be paid.

A loss in the final year may still be useful. GOV.UK says it might be set against profits of previous years as terminal loss relief, claimed on the final return.

Money taken out by shareholders carries its own tax rule, and the close-down page puts the line at a single figure: an amount worth more than £25,000 will be treated as income, with Income Tax to pay.

Payroll and VAT registrations need closing before the end. An employer must tell HMRC it has stopped employing people, and a VAT-registered company that stops trading must cancel its registration.

Records outlive the company by seven years on GOV.UK's count. That covers bank statements, invoices and receipts, kept from the date the company is struck off.

What happens after Companies House receives the DS01?

After filing, Companies House examines the application and, if it is acceptable, registers it on the public register. It then sends an acknowledgement, writes to the registered office and publishes a notice in the Gazette.

I copied the waiting period from the guidance word for word, because it fits in a single sentence. “If there is no reason to delay, the registrar will strike off the company not less than 2 months after the Gazette notice is published.”

Which Gazette carries the notice depends on where the company was incorporated: the London Gazette for England and Wales, the Edinburgh Gazette for Scotland and the Belfast Gazette for Northern Ireland. All three are published every week.

Objections sent by email or post have a deadline of their own. GOV.UK says they must arrive at least two weeks before the strike-off date, and the Gazette notice gives that date as either two months or twenty-eight days from the notice.

A director who changes plan must withdraw the application. So must one who finds the company no longer eligible. Only one director needs to sign form DS02, and section 1009 makes withdrawal a duty if the company trades again, changes its name or enters insolvency proceedings.

When the waiting period passes without objection, a second Gazette notice dissolves the company. GOV.UK describes that moment without decoration: “This will mean the company does not legally exist any more.”

HMRC's debt manual takes the same line from the collector's side. Once a company is struck off and dissolved, it says, no further action to recover the debt is possible while it stays dissolved.

What do the official pages leave unclear?

The official pages agree on the two-month wait, with one exception I noticed in HMRC's debt manual. Its page on ceased companies still says strike-off follows the notice by at least three months unless someone objects.

Section 1003 has said two months since an amendment in 2015, and Companies House says the same. That HMRC page is flagged for possible archiving.

I read the three-month line as a leftover from before the 2015 change rather than as a separate HMRC rule. I would plan around two months from the Gazette notice.

I cannot tell from any of these pages how often HMRC objects. Neither figure is published on the pages I read: how many DS01 applications draw an objection, or how long a sustained objection usually lasts.

Practical help for a director abroad is thin. None of the pages explains how a non-resident director closes a UK business bank account before applying, and I expect the bank's own terms to decide that.

My guess is that most of the friction sits in bank and HMRC timing rather than in the form, since an open account or a pending repayment can hold up a closing that is otherwise ready to file.

Whether a particular company is solvent, eligible and clear with HMRC is a question of fact, and an accountant or insolvency practitioner who has seen its books can confirm it before any director signs.

What comes next once the company is dissolved?

On how to close a UK limited company, my view is that DS01 is a good tool for a tidy company and a poor one for a company with loose ends.

Dissolution is not quite the end of the story on the government's own pages. Companies House offers administrative restoration to a director or shareholder when the registrar struck the company off within the last six years and it was trading at the time. Other cases need a court order.

Property left behind becomes bona vacantia under section 1012. It belongs to the Crown, subject to any later restoration of the company.

What still bothers me is that the step with the heaviest penalty rests on the director's own records. The guidance only says: “It is advisable to keep records of proof of delivery or posting the application.”