When a limited company faces dissolution, its removal from the Companies House register signals more than just the end of its business operations. This process, known as ‘striking off’, requires directors to notify creditors and others of the application within seven days. Owing money does not by itself make an application invalid, but it is sensible to deal with the company’s liabilities before it closes. The twelve-month test often quoted here belongs to a members’ voluntary liquidation, not to a strike-off application. Being insolvent does not by itself rule out a strike-off application, but sections 1004 and 1005 of the Companies Act 2006 bar one in several situations. The company must not apply if, in the last three months, it has traded, changed its name, sold stock or done anything else except what is needed to make the application, wind up its affairs or meet a legal requirement. Nor can it apply while a winding-up petition has been presented and not finally dealt with, a CVA or court scheme or restructuring plan is proposed and not concluded, an administration application or notice of intention to appoint an administrator is pending, a receiver is in office, or the company is in administration or liquidation. Applying in breach of these rules is a criminal offence. But applying to strike off a company that still owes money it cannot pay is a different problem — it is likely to attract a creditor objection, and directors risk being investigated for conduct that looks like an attempt to dodge debts.
If a company is struck off while it still owes money, or is later found to have been insolvent when it was dissolved, a creditor can apply to the court to have it restored to the register. It also raises the question of whether the directors applied to strike the company off to avoid paying its creditors.
If an objection succeeds, the company is not struck off: Companies House suspends the strike-off, normally for six months. Once a company has been dissolved, an objection is no longer possible, and restoring it needs a court application under section 1029 of the Companies Act 2006.
What Does Company Strike off Mean?
Striking Off is the correct term for applying to have a company removed from the register at Companies House. Before making a strike-off application, directors must close down the company legally.
This formal process involves announcing plans to interested parties, such as shareholders and creditors as well as to HMRC. Once the strike-off application has been completed, a copy must be sent to shareholders, creditors, employees, etc, within seven days to avoid a penalty and possible prosecution.
Who can Object to Company Dissolution?
Anyone with a legitimate interest in the company can object to its dissolution, including:
- Creditors: Creditors are the most common objectors, as they may lose out on money if the company is dissolved before they are paid.
- Employees: Employees may object if the company has unpaid wages or redundancy payments owing to them.
- Shareholders: Shareholders, especially minority shareholders, may object if they believe the dissolution is being used to disadvantage them financially or to sidestep their rights.
- HM Revenue and Customs (HMRC): HMRC may object if the company has unpaid taxes or if they suspect tax evasion or avoidance.
How are Objections Made?
Objections to a company’s strike-off are normally made online through the Companies House objection service, which needs a Companies House account and supporting documents less than six months old. Companies House has announced that from 1 December 2026 objections must be made through the online service. Until 30 November 2026 you can also object by email, and an email objection must arrive at least two weeks before the strike-off date. If you cannot use the online service, contact Companies House before 1 December 2026 to ask what other route is open to you. Companies House decides whether to accept the objection; it does not investigate the underlying dispute. Companies House guidance says a successful objection normally prevents strike-off for a further six months, and will allow more time if you can show progress toward resolving the underlying issue.
It’s particularly important for directors to be aware that a creditor’s right to object only lasts up to the point the company is actually struck off. Once the company has been removed from the Companies House register, a creditor can no longer object — they must apply to court for restoration instead, and can only do so in certain circumstances, such as being owed money when the company was dissolved. This is why it is sensible to settle the company’s financial obligations before applying for dissolution, as unresolved debts can still be raised after dissolution through that court route.
Why would HMRC Object to a Company Strike Off Application?
HMRC is entitled to object to a company strike-off application if the company has outstanding tax liabilities. HMRC will object to prevent the company from being dissolved before it has paid its taxes.
Companies House publishes the details of all companies that have filed a strike-off application in The Gazette to alert creditors to companies that may be struck off once two months have passed from the date of the notice, unless someone objects. This means that even if HMRC is not notified of the strike-off application, it is still likely to find out about it and object
Notice of Striking off Action Suspended
Once alerted, HMRC may write to the company about its objection, but do not wait for a letter: the company’s Companies House record shows when strike-off action has been suspended. In practice, HMRC is likely to object while corporation tax arrears, VAT or other tax is unpaid. A successful objection normally suspends strike-off for about six months, and HMRC can object again, so the company still needs to pay the tax or agree an arrangement with HMRC.
When a Struck off Company Owes Money, How far will HMRC go to Recoup the Debt?
How far HMRC is willing to go to pursue payment depends on how much is owed by the company, whether the taxman can prove that the money is owed to the company by other parties, such as the directors, and whether the collection of the debt would result in HMRC being paid from the funds.
Do not assume HMRC will write off a small debt. It decides case by case, and as a creditor it can apply to the court to restore a struck-off company for up to six years after dissolution.
What to do if you Receive an Objection from HMRC
Once directors receive a letter from HMRC saying it objects to the strike-off, the company needs to deal with the tax, which is normally the company’s debt rather than the directors’ own. The company can pay, agree a time-to-pay arrangement with HMRC or, if it cannot pay its debts, take advice on a formal insolvency process instead of a strike-off. If there is a disagreement regarding the amount of tax owed, directors should contact HMRC immediately to discuss this further.
Paying the company’s tax bill, or other debts from its trading, does not count as trading and does not stop a strike-off (section 1004(2) of the Companies Act 2006). What does stop one is the company trading, changing its name, selling stock or doing anything else beyond winding up its affairs in the three months before the application, or a pending insolvency process such as a winding-up petition.
What happens if the objections are upheld?
If objections to a company’s strike-off are upheld, the following consequences may occur:
- Suspension of the strike-off process: The company will remain active and listed on the Companies House register.
- Resolution of outstanding issues: The company will be expected to resolve the issues that led to the objection, such as paying off debts, addressing legal compliance matters, or resolving disputes with creditors or other objectors.
- Legal consequences for directors: If the objection involves matters such as fraudulent behavior, tax evasion, or misrepresentation of the company’s solvency, directors may face legal consequences, including financial penalties or disqualification from serving as a director.
- Restoration to the register: An objection can only be made before the company is struck off. Once it has been dissolved, restoring it is a separate process — an application to court under section 1029 of the Companies Act 2006, which a former director, former member or creditor can bring, not a pre-dissolution objection being upheld.
- Further investigations: The objection being upheld may trigger further investigations into the company’s affairs, particularly if there are suspicions of misconduct.
- Reevaluation of company’s status: The company will need to reevaluate its status and operations. If it was winding down operations in anticipation of the strike-off, it may need to resume or restructure its activities.