Compulsory vs Voluntary Strike Off UK: Rules & Differences

The main difference between compulsory and voluntary strike-off is who starts the process and why it begins. The Registrar of Companies starts compulsory strike-off action through Companies House. A company starts a voluntary strike-off through its directors. Compulsory strike-off often follows concerns that a company is no longer operating. Overdue accounts or confirmation statements can contribute to those concerns.

Voluntary strike-off provides a planned way to close a company that is no longer required. The company must meet the legal conditions before applying. Both routes can remove a company from the Companies House register. Dissolution then ends the company’s legal existence. Part 31 of the Companies Act 2006 provides the main statutory framework for strike-off and dissolution. Directors should understand the process before allowing or requesting a company strike-off. Mistakes can affect company assets, creditors, taxes, and future restoration.

What Are the Main Differences Between Compulsory and Voluntary Strike-Off?

Compulsory strike-off is Registrar-led, while voluntary strike-off is company-led. The reason behind each process also differs. Compulsory action starts when the Registrar has statutory grounds to consider removing the company. Voluntary strike-off follows a deliberate decision to close an eligible company.

The voluntary strike-off fee changed on 1 February 2026. Companies House now charges £13 online and £18 for paper applications.

What Is a Compulsory Strike Off?

A compulsory strike off is a Registrar-led process that can remove a company from the Companies House register.The company does not choose to start the procedure.Missing statutory filings often contribute to compulsory action. However, a compulsory strike off does not automatically mean the company is insolvent.A solvent company can face strike-off action after serious or continuing compliance failures.

Why Does Companies House Start a Compulsory Strike-Off?

The Registrar can start compulsory strike-off when there is reasonable cause to believe a company is not operating. Overdue accounts or confirmation statements can provide signs that the company may no longer operate. Companies House may also consider whether the company has active directors. The Registrar usually contacts the company before taking action under the standard inactivity procedure. Failure to respond can strengthen concerns that the business no longer operates. Companies House also has additional strike-off powers. These can apply where a company appears to have been registered on a false basis. Certain registered office failures can also lead to action.

How Does Compulsory Strike Off Work?

Companies House normally contacts the company before publishing a compulsory strike-off notice in the relevant Gazette. The Registrar first attempts to establish whether the company remains active. Companies House can publish a first Gazette notice if the concern remains unresolved. The notice announces the intention to strike the company off the register.

Interested parties can then provide reasons why the company should remain registered. Under the standard inactivity route, at least two months normally pass before dissolution. However, some newer statutory strike-off grounds can use a shorter period of 28 days. A final Gazette notice confirms dissolution when the process is complete.

Which Gazette Publishes a Compulsory Strike-Off Notice?

The Gazette used for company strike-off depends on the company’s UK jurisdiction. The London Gazette covers companies incorporated in England and Wales. The Edinburgh Gazette covers companies incorporated in Scotland. The Belfast Gazette covers companies incorporated in Northern Ireland. Using the term “the relevant Gazette” therefore provides greater accuracy than referring only to the London Gazette.

Can a Compulsory Strike Off Be Stopped?

Yes. Compulsory strike-off action can often stop when the company resolves the underlying problem. Directors should respond quickly to Companies House correspondence. They may need to file overdue accounts or confirmation statements. The company may also need to correct its registered office or director information. A creditor or another interested party can object to the proposed strike-off.Companies House will consider the circumstances before deciding whether the process should continue.Ignoring the notice can allow the company to reach dissolution even when directors intended to continue trading.

What Does “Compulsory Strike-Off Action Has Been Discontinued” Mean?

A discontinued compulsory strike-off means Companies House has ended the current strike-off action. The company remains registered and continues to exist. Discontinuation does not always mean every compliance issue has disappeared.Companies House may discontinue action after receiving missing documents or satisfactory information. A valid creditor objection can also prevent strike off. Directors must continue meeting normal filing and legal obligations after discontinuation.

What Is a Voluntary Strike Off?

Voluntary strike off allows an eligible company to request removal from the Companies House register. Directors often use this route when a business has permanently stopped trading.It can also suit a dormant subsidiary or an unused company. Voluntary strike off is an administrative closure process.It does not replace formal insolvency proceedings where those proceedings are more appropriate. Companies House specifically warns against using strike off as an alternative to insolvency procedures.

When Can a Company Apply for Voluntary Strike Off?

A company can normally apply when it meets the statutory conditions covering the previous three months.The company must not have traded or carried on business during that period.It must not have changed its registered name.The company must also avoid certain disposals made during normal trading.It cannot apply while certain insolvency proceedings or creditor arrangements apply.The three-month rule does not require complete inactivity.The company can still complete activities required to close its affairs properly.

What Can a Company Do During the Three months?

A company can complete activities needed to prepare for closure during the three-month qualifying period.It can obtain professional or legal advice.It can settle outstanding business debts.The company can complete statutory requirements and prepare closure documents.It can also pay the Companies House strike-off fee.These activities do not normally count as continuing ordinary business.Normal trading during the qualifying period can make the company ineligible.

What Should Directors Do Before Applying for Voluntary Strike Off?

Directors should conclude the company’s financial, tax and administrative affairs before applying for voluntary strike off. They should identify unpaid suppliers, lenders, employees and other creditors. Directors should also deal with Corporation Tax and outstanding HMRC matters. VAT-registered companies may need to cancel their VAT registration. Employers may need to close their PAYE scheme and complete final payroll reporting. Company accounts and tax returns may also require attention.Directors should deal properly with company bank balances and other assets.

These can include property, domain names, intellectual property and outstanding refunds. Companies House advises companies to deal with assets before applying. Remaining assets can pass to the Crown after dissolution. Tilly & Cooper can help directors review these accounting and tax matters before a company applies for strike-off.

How Do Directors Apply for Voluntary Strike Off?

Directors should normally use the Companies House online service to apply for voluntary strike-off. A majority of the company’s directors must approve the application. Both directors must approve where a company has two directors. At least two directors must approve where a company has three directors. The online application currently costs £13. Companies House states that directors should use paper Form DS01 only when they cannot apply online. A paper DS01 application currently costs £18 and usually takes longer to process.

Who Must Be Told About a Voluntary Strike-Off Application?

Directors must provide a copy of the application to specified interested parties within seven days. These parties include shareholders and known creditors. Employees must also receive notification where relevant. Pension trustees or managers may need a copy. Directors who did not sign the application must also receive one. Creditors can include HMRC, banks, suppliers, landlords and former employees owed money. The notification duty can continue after submission. A person who later becomes a creditor or member may also require notification. Failure to follow the statutory notification requirements can constitute a criminal offence.

When Must a Voluntary Strike-Off Application Be Withdrawn?

The company must withdraw its strike-off application if it no longer meets the eligibility conditions. For example, directors must withdraw the application if the company resumes trading. The company must also withdraw it if circumstances make it ineligible for strike-off. Companies House allows directors to withdraw an application when they simply change their minds. The company must still exist on the register when the withdrawal takes place. Only one director needs to authorise the withdrawal. Companies House provides an online withdrawal service and paper Form DS02.

What Happens After a Voluntary Strike-Off Application?

Companies House reviews the application before publishing a proposed strike-off notice in the relevant Gazette. The notice allows creditors and other interested parties to object. Companies House normally allows at least two months before completing a standard voluntary strike-off.The process can take longer when somebody objects. A final Gazette notice confirms the company’s dissolution. The company then ceases to exist as a legal entity.

Can Creditors Object to a Company Strike Off?

Yes. Creditors and other interested parties can object when they have a valid reason to prevent dissolution. A creditor may object when the company still owes money. Companies House usually requires evidence supporting the objection. An invoice, agreement or other document can help demonstrate an outstanding claim.A successful objection can prevent the company from being struck off for six months. Companies House may extend that period where the objector shows genuine progress towards resolving the matter. From 1 December 2026, Companies House will require strike-off objections through its online objection service. Directors should therefore deal with creditor issues before applying for dissolution.

What Happens When a Company Is Dissolved?

A dissolved company stops existing as a legal entity and loses control of its remaining property.The company can no longer carry on normal business.Its bank accounts become inaccessible.Outstanding contracts, refunds and property can also become difficult to recover.Restoration may provide a route back to the register in qualifying circumstances.

What Happens to Company Assets After Strike Off?

Assets remaining when a company dissolves generally become bona vacantia.Bona vacantia broadly means property without a legal owner.Remaining company property can pass to the Crown or another relevant authority.Different arrangements apply in Scotland and Northern Ireland.Special rules also apply to certain areas connected with the Duchies of Lancaster and Cornwall.Directors should therefore deal with company assets properly before dissolutionRestoration may become necessary if valuable assets remain after the company disappears from the register.

What Happens to the Company Bank Account After Dissolution?

The company’s bank account becomes frozen from the date of dissolution.The company cannot normally send or receive money after that point.Any credit balance forms part of the remaining company assets.A later HMRC refund can also become an asset belonging to the dissolved company.Companies House advises directors to close or deal with company accounts before dissolution.

What Are the Risks for Directors During Strike Off?

Directors can face legal consequences when they misuse strike off or breach their statutory duties.Strike off itself does not automatically make a director personally responsible for company debts.The financial position of the company matters.Directors have additional responsibilities when the company becomes insolvent.Their focus must shift towards protecting creditor interests and avoiding further financial harm.

Can Directors Become Personally Liable for Company Debts?

Directors are not normally personally responsible for debts owed by a limited company.Personal liability can arise in specific circumstances.Examples include wrongful trading, fraudulent trading and misfeasance.A compensation order can also create personal financial exposure.A personal guarantee creates a separate personal obligation.HMRC can also impose joint and several liability in certain circumstances.The existence of a compulsory strike-off notice alone does not remove limited liability.

Can a Director Be Disqualified After Strike Off?

Yes. Serious director misconduct can lead to disqualification for up to 15 years.Possible misconduct includes serious accounting failures and repeated breaches of company law.Continuing to trade improperly while insolvent can also create problems.Failure to send required accounts and returns can form part of an investigation.However, director disqualification does not automatically follow every company strike off.The Insolvency Service or another authorised body considers the director’s conduct and circumstances.

What Is the Difference Between Strike Off and Liquidation?

Strike off is an administrative closure process, while liquidation formally winds up a company’s financial affairs. Strike off often suits straightforward company closures. Liquidation involves a more formal legal process. A liquidator deals with assets, creditors and the winding-up of the company. Liquidation does not apply only to insolvent businesses. A solvent company can use a Members’ Voluntary Liquidation.An insolvent company may enter a Creditors’ Voluntary Liquidation. The appropriate route depends on the company’s debts, assets, solvency and objectives.

When Is a Creditors’ Voluntary Liquidation Appropriate?

A Creditors’ Voluntary Liquidation can provide an orderly closure route for an insolvent company. A CVL can apply when the company cannot pay its debts. At least 75% of shareholders by value must agree to the liquidation. A licensed insolvency practitioner then acts as liquidator. The liquidator secures and realises company assets. Available funds go to creditors according to insolvency rules. The liquidator also considers the reasons for insolvency and reviews director conduct.

Does a CVL Protect Directors From Wrongful Trading Claims?

No. A CVL does not protect directors from valid wrongful trading or misconduct claims.The liquidator reviews the conduct of directors during the company’s financial difficulties.They also submit a director conduct report to the Insolvency Service.The Insolvency Service can consider further investigation where appropriate.Entering a CVL can help directors deal formally with insolvency.It does not erase misconduct that occurred before liquidation.

When Is Strike Off Better Than Liquidation?

Strike off can suit a straightforward closure where unresolved insolvency issues do not require formal liquidation. Its statutory cost is considerably lower. Companies House currently charges £13 for an online voluntary strike-off application. Liquidation involves professional insolvency work, so costs depend on the company’s circumstances. Price alone should not determine the closure method. Directors should consider company debts, assets, creditor claims and solvency before choosing a route. Tilly & Cooper can review the company’s accounting position and help directors identify the appropriate next steps.

How Can Tilly & Cooper Help With Company Strike Off?

Tilly & Cooper can help directors prepare their company for an orderly and compliant closure.We can review outstanding accounts, Corporation Tax, bookkeeping and other financial records before a strike-off application.We can also identify issues that may cause Companies House or creditors to delay the process.Where compulsory strike-off action has started, early action can be important.Missing accounts, confirmation statements or other compliance issues may need urgent attention.Where directors want voluntary strike off, the company should first deal with its taxes, creditors, assets and statutory obligations.

The difference between compulsory and voluntary strike off affects the steps directors need to take. Compulsory strike off starts with the Registrar. Voluntary strike-off starts with the company.Both routes can end with dissolution.Preparing correctly before that point can reduce objections, protect company assets and avoid unnecessary restoration work.

FAQs

Is Strike Off Appropriate for a Company With Outstanding Debts?

Strike off is usually unsuitable where significant debts or insolvency issues remain unresolved.Creditors can object when the company owes them money. Directors should consider insolvency advice where the company cannot pay its debts when due.

Can a Company Trade During Voluntary Strike Off?

A company cannot continue ordinary trading during the three-month qualifying period before a voluntary application.It can still complete permitted activities required to conclude its affairs.These include paying debts and meeting statutory requirements.

How Long Does Voluntary Strike Off Take?

A standard voluntary strike off normally takes more than two months after the first Gazette notice.Companies House must allow the statutory notice period.Objections or other issues can extend the process.

How Long Does Compulsory Strike Off Take?

The standard compulsory inactivity process normally allows at least two months after the first Gazette notice.Some newer statutory grounds can use a 28-day period.The actual timeline depends on the reason for strike off and any objections.

Can a Company Be Restored After Strike Off?

Yes. A dissolved company can sometimes return to the Companies House register through restoration.The available procedure depends on how the company was dissolved.It also depends on who applies and how much time has passed.Restoration can become necessary when company assets remain after dissolution.

What Is the Difference Between Dissolution and Strike Off?

Strike off is the process of removing a company from the register, while dissolution is the final legal outcome.Once dissolution takes effect, the company stops existing as a legal entity.