How to close a limited company in the UK: strike off, liquidation and going dormant

The company has stopped trading, but the duties have not gone away: accounts, a confirmation statement, corporation tax. There are several ways to close a company, and the choice turns on one question — can it pay its bills?

Where does closing start?

With the agreement of the directors and shareholders — usually nothing proceeds without it. After that, solvency decides the route.

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If the company is solvent

Two options. Apply to have the company struck off the Companies Register. Or start a members voluntary liquidation.

Striking off is usually the cheapest way to close a company. Which is why it is the starting point when there are no debts.

What conditions must be met to strike off?

This is the main fork, and the conditions are strict. To apply for a strike off, the company must not have:

traded or sold off any stock in the last 3 months; changed its name in the last 3 months; been threatened with liquidation; or have agreements with creditors, such as a Company Voluntary Arrangement.

If any one of those fails, the strike off route is closed and voluntary liquidation is what remains. The practical consequence: you cannot sell off the remaining stock and apply the same week — three months must pass after the last sale.

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If the company is insolvent

Three options: put the company into administration, apply to have it struck off, or arrange a creditors voluntary liquidation.

And here is the point owners forget: creditors' interests legally come before those of directors and shareholders. If you are unsure which route fits, take advice from a solicitor or an insolvency practitioner.

If creditors go unpaid, the company may face compulsory liquidation. A Company Voluntary Arrangement can sometimes help avoid that.

What if there is no director?

A new one must be appointed, and shareholders must agree — a vote may be needed. If a sole director has died and there are no shareholders, the estate's executor can appoint a director, provided the company's articles allow it.

Either way, the company must still pay corporation tax and file a tax return. Filing duties do not disappear along with the management.

Could you pause instead of closing?

A company can be left dormant. The condition is strict: it must not be trading, carrying on business activity, or receiving income.

But dormant does not mean forgotten: it stays registered at Companies House and you must still file annual accounts and a confirmation statement. For anyone who simply wants less admin, this is rarely the answer — the duties remain, the activity does not.

In short

First answer whether the company can pay its bills. If it can, striking off is the cheapest route, or a members voluntary liquidation. If it cannot, administration, striking off or a creditors voluntary liquidation — remembering that creditors rank ahead of you. Pausing instead of closing is possible, but the filing stays.

Checked against GOV.UK on 27 October 2026. General information, not legal advice.