There are a number of reasons why you may need to close your limited company. This could be because the company structure no longer suits your needs, your business is no longer active, or the company is insolvent. You will usually need the agreement of all the company’s directors and shareholders to close down a company.

The method for closing down a limited company depends on whether it is solvent or insolvent. If the company is solvent, you can apply to get the company struck off the Register of Companies or start a members’ voluntary liquidation. The former method is usually the cheapest.

It is the responsibility of the company directors to ensure that all of a company’s assets and liabilities are dealt with before it is dissolved. For example, you have settled any outstanding bills and collected all debts owed to the business. Any assets or rights (but not liabilities) remaining in the company at the date of dissolution can pass to the Crown as ownerless property.

Where a company is insolvent, the creditors’ voluntary liquidation process must be used. There are also special rules where the company has no director, for example, if the sole director has died.

A company can also elect to become dormant. A company can stay dormant indefinitely, however there are costs associated with this option. This might be done if for example a company is restructuring its operations or wants to keep a company name, brand or trademark. The costs of restarting a dormant company are typically less than forming a new company.

An overseas company must register with Companies House if they want to set up a place of business in the UK. This would mean that the overseas company has a physical presence in the UK through which it carries on business.

If an overseas company does not have a physical presence in the UK, they are not usually required to register with Companies House. For example, an independent agent who conducts business on behalf of an overseas company is not seen as the overseas company having a physical presence in the UK, neither is an occasional location such as a hotel where a director of an overseas company may conduct business during periodic visits to the UK.

If the overseas company is required to register, they must submit a completed OS IN01 form and pay a registration fee of £71 to Companies House. If the company is registering its first UK establishment, it must also send Companies House a certified copy of the company’s constitutional documents and a copy of the company’s latest set of accounts (with a certified translation in English if prepared in another language).

The overseas company can be registered using its corporate name (its name under the law of the country of incorporation), or an alternative name under which it proposes to carry on business in the UK.

A recent post by Companies House confirmed that they are now using new powers to challenge the registration of certain company names.

Extracts from their recent blog post is reproduced below:

“New powers to challenge company names  

These new measures build on existing controls on company names. Names cannot be the same as or too similar to an existing name, and certain terms are restricted, such as terms implying a connection to the UK government or using a sensitive word or expression.

Under the Economic Crime and Corporate Transparency Act, we can now also reject an application to register a name where we have reason to believe:

• the name is intended to facilitate fraud
• the name is comprised of or contains a computer code
• the name is likely to give the false impression the company is connected to a foreign government or an international organisation whose members include two or more countries or territories (or their governments)

We can also direct companies to change their name in more circumstances, for example, where the name has been used, or is intended to be used, by the company to facilitate fraudulent activity.

If a company fails to change its name within 28 days, we can now determine a new name for the company, for example, changing the company name to its registered company number.

We also have the power to suppress a name from the register while a company responds to a direction to change its name.

Failure to comply is an offence

If a company does not respond to a direction to change their company name within 28 days, an offence is committed.

It’s also an offence to continue using a company name which we have directed to change.

Company Names Tribunal

The Company Names Tribunal continues to be responsible for considering objections to the use of a name which is:

• the same as an existing name in which another person has goodwill
• sufficiently similar to that name that it is likely to mislead

We're confident that, over time, these new powers will make a difference to the accuracy and integrity of the information on the register and will help to make sure the UK remains a great place to do business.”