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Hi fellow LB members,
I am looking for some guidance on the subject of dissolving [strike off] a limited company, and I would very much appreciate any guidance you could offer me.
I have tried to be as clear as possible, using colour to show excerpts pasted from the Gov websites I have linked to.
I appreciate that there is some information online about this, but I just wanted to ask the community here to provide feedback on certain issues related to my unique situation. Here are some details about my company.
• The company was set up about 6 months ago.
• The company name changed about 2 months ago.
• It has traded, but only by paying for a lot of stuff, and hasn't received any income other than loans from the Director, that have not been re-paid.
• It has not received any actual revenue (except for the loans from the Director)
I have read the guidance here: https://www.thegazette.co.uk/all-notices/content/104206
On this page (linked above), the advise says the strike off process is suitable for companies that have "never traded, have previously laid dormant, or never really got off the ground"
... I am hoping the last one (underlined) applies to my company.
However, under "Why might a company strike off application be rejected" it suggests there shouldn't be a problem if the company:
• has not traded or sold off any stock in the last three months
• has not changed names in the last three months
• is not threatened with liquidation
• has no agreements with creditors, for example a company voluntary arrangement (CVA)
I have already talked about the 2nd point, changing the name of the company, so it looks like I might have to wait another month.
However, the 1st point talks about selling off stocks or trading in the last 3 months.
Q1 :: Does paying for services constitute Trading?
Q2 :: Does receving director loans (the only source of funding) constitute Trading?
Q3 a :: If I sold the digital assets (logo and website, etc) to another company, even for just £10, would this constitute Trading?
Q3 b :: If I gave / donated the digital assets (logo and website, etc) to another company, for FREE, is this allowed, or must all assets be sold to other companies?
The reason I ask "Q3 b" above, is because of the guidance on this page (see para below): https://www.gov.uk/strike-off-your-company-from-companies-register/close-down-your-company
Business assets
You should make sure that any business assets are shared among the shareholders before the company is struck off.
Anything that’s left will go to the Crown. This includes any payments your company may receive in future, for example refunds from HMRC. You’ll have to restore the company to get anything back.
... As the only shareholder, I don't want to end up in personal possession of any assets. I would rather only a LTD Company owns the assets at all times, to protect me (the individual) - because a company has the benefit of limited liability.
On this page there is some guidance for determining whether your company should be considered Active: https://www.gov.uk/guidance/corporation-tax-trading-and-non-trading#what-is-not-active-for-corporation-tax-purposes
... but this guidance is aimed at Corporation Tax responsibilities, and seems to apply to HMRC rather than Companies House, so I am not sure if this guidance also applies to striking off my company.
It reads:
When your company or organisation has not yet started trading
HMRC considers that your company or organisation has not yet become active or started trading if it has not yet engaged in any business activity
(business activity means carrying on a trade or profession, or buying and selling goods or services with a view to making a profit or surplus) ...
... Your newly-formed company or organisation may not be active for Corporation Tax purposes. However, you may still carry out activities (known as ‘pre-trading activities’) or incur costs (known as ‘pre-trading expenditure’) before you officially open your business without HMRC deeming that you have started trading.
Activities or expenditure to do with setting up a business that are not considered trading by HMRC for Corporation Tax purposes include:
• preliminary activities such as writing a business plan or negotiating contracts
• preliminary expenditure such as incurring costs with a view to deciding whether to start a business
As for "deciding whether to start ..." above, the company has no physical assets (like stock), but has had a website (& social media profiles) visible to the public for at least 4 months.
I would appreciate any help you could offer me. Thanks
I am looking for some guidance on the subject of dissolving [strike off] a limited company, and I would very much appreciate any guidance you could offer me.
I have tried to be as clear as possible, using colour to show excerpts pasted from the Gov websites I have linked to.
I appreciate that there is some information online about this, but I just wanted to ask the community here to provide feedback on certain issues related to my unique situation. Here are some details about my company.
• The company was set up about 6 months ago.
• The company name changed about 2 months ago.
• It has traded, but only by paying for a lot of stuff, and hasn't received any income other than loans from the Director, that have not been re-paid.
• It has not received any actual revenue (except for the loans from the Director)
I have read the guidance here: https://www.thegazette.co.uk/all-notices/content/104206
On this page (linked above), the advise says the strike off process is suitable for companies that have "never traded, have previously laid dormant, or never really got off the ground"
... I am hoping the last one (underlined) applies to my company.
However, under "Why might a company strike off application be rejected" it suggests there shouldn't be a problem if the company:
• has not traded or sold off any stock in the last three months
• has not changed names in the last three months
• is not threatened with liquidation
• has no agreements with creditors, for example a company voluntary arrangement (CVA)
I have already talked about the 2nd point, changing the name of the company, so it looks like I might have to wait another month.
However, the 1st point talks about selling off stocks or trading in the last 3 months.
Q1 :: Does paying for services constitute Trading?
Q2 :: Does receving director loans (the only source of funding) constitute Trading?
Q3 a :: If I sold the digital assets (logo and website, etc) to another company, even for just £10, would this constitute Trading?
Q3 b :: If I gave / donated the digital assets (logo and website, etc) to another company, for FREE, is this allowed, or must all assets be sold to other companies?
The reason I ask "Q3 b" above, is because of the guidance on this page (see para below): https://www.gov.uk/strike-off-your-company-from-companies-register/close-down-your-company
Business assets
You should make sure that any business assets are shared among the shareholders before the company is struck off.
Anything that’s left will go to the Crown. This includes any payments your company may receive in future, for example refunds from HMRC. You’ll have to restore the company to get anything back.
... As the only shareholder, I don't want to end up in personal possession of any assets. I would rather only a LTD Company owns the assets at all times, to protect me (the individual) - because a company has the benefit of limited liability.
On this page there is some guidance for determining whether your company should be considered Active: https://www.gov.uk/guidance/corporation-tax-trading-and-non-trading#what-is-not-active-for-corporation-tax-purposes
... but this guidance is aimed at Corporation Tax responsibilities, and seems to apply to HMRC rather than Companies House, so I am not sure if this guidance also applies to striking off my company.
It reads:
When your company or organisation has not yet started trading
HMRC considers that your company or organisation has not yet become active or started trading if it has not yet engaged in any business activity
(business activity means carrying on a trade or profession, or buying and selling goods or services with a view to making a profit or surplus) ...
... Your newly-formed company or organisation may not be active for Corporation Tax purposes. However, you may still carry out activities (known as ‘pre-trading activities’) or incur costs (known as ‘pre-trading expenditure’) before you officially open your business without HMRC deeming that you have started trading.
Activities or expenditure to do with setting up a business that are not considered trading by HMRC for Corporation Tax purposes include:
• preliminary activities such as writing a business plan or negotiating contracts
• preliminary expenditure such as incurring costs with a view to deciding whether to start a business
As for "deciding whether to start ..." above, the company has no physical assets (like stock), but has had a website (& social media profiles) visible to the public for at least 4 months.
I would appreciate any help you could offer me. Thanks
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