Advice on closing a limited company

Aiduri

Hello,

I'm a bit out of my depth here, and wondered if anybody here has experience in this area.

My partner and I started a limited company in 2009, with the intention of growing and eventually selling it. However, our circumstances changed, and the company has never traded nor purchased any assets. It is currently dormant, and we kept it that way in case we decided to do something with it in the future.

This is where it starts to get a little complicated.

In 2010, we moved to another part of the country and changed our registered address. We notified HMRC and Companies House by letter. HMRC (eventually) registered the change of address, but Companies House did not. Although we've set up forwarding on our mail, most of our mail from Companies House never reaches us.

We tried to register the change of address with CH online, but in order to do anything on their website, you have to enter an activation code which they send to your registered postal address - our OLD address. The activation codes never reach us, so they continue to send all correspondence to the wrong address, where most of it disappears.

As a result of this, the Annual Return form never arrived. We were not able to file the paper form OR submit it online. Today I received a "Statutory Notice - Overdue Annual Return". If we don't deliver the documents within 28 days, the company may be removed from the register. The letter also states that we must confirm in writing if the company is required, and that failure to comply may result in directors being prosecuted and receiving a £5000 fine.

Since CH ignore our written correspondence and make it impossible for us to satisfy their requirements, keeping this company has become a headache that we could do without. I don't see us doing anything with the company anytime soon. At this point I just want it to go away.

I've looked around for information on how to close a limited company, but haven't found anything about closing a company that has never traded nor purchased assets. Surely it wouldn't be as complicated/expensive as closing an active company?

The letter from CH says: "if you are content for your company to be removed from the register, there is no need to respond to this notice". Does this mean that if I do nothing (and the company continues to be dormant), the company will just automatically fold without me incurring any fines or being prosecuted? Aside from notifying HMRC and closing the company bank account, is there anything else I need to do?

Thank you very much for any advice you can give me. I really have no idea what to do next.

- Aiduri

Premier_2

How did you advise companies house of the change of registered address?

It should be done on the official form (or preferably online)

You don't need to advise HMRC separately, as they will take registered office details from companies house. I guess all HMRC updated was a mailing address.

You need to get the registered address sorted with companies house first. Note that notices sent to the former registered address within 14 days of a change are considered as successfully served.
So you need to have access to both addresses for 14 days.

You cannot begin voluntarily strike off a company unless it has not traded within the last 3 months. If the company has never traded it would obviously meet this requirement.

It does sound like your failure to keep companies house informed of various requirements may mean they are going to apply to have the company struck off anyway now. I wouldn't like to say you won't personally be liable for any costs or fines. Directors of the company are personally liable for certain aspects particularly with reference to items required by companies house (and to some extent with HMRC)

MartyJ

I had a dormant company struck off voluntarily last year, it was simply a matter of filling in a form , following the guidelines about notification in the Advice from Companies House and waiting for just over 3 months for the dissolution to occur.

Can't post links to advice and form but if you Google:

Strike off, Dissolution and Restoration - GP4

DS01 - Striking off application by a company (PDF 367Kb)

Aiduri

Premier:

Thank you for the info.

Premier wrote: »

How did you advise companies house of the change of registered address?

It should be done on the official form (or preferably online)

We wrote a letter, after being advised by HMRC to do so. We could not use an official form, as CH would only send the form to our old address, and we could not do it online because the activation codes went to our old address. (We paid for a year's worth of mail forwarding to keep this kind of thing from happening, and have no idea why CH's mail isn't reaching us.)

We are trying to get the address issue resolved before taking any further steps. I emailed them today to explain the situation and received acknowlegement of the email, which is more communication than I've gotten from them in the past. Maybe that will help to set things in motion. In hindsight I should not have assumed that HMRC and CH would actually communicate with each other.

I'd be happy for CH to strike the company off, if they didn't hit us with a huge fine. The letter isn't very clear about whether or not they'd do that. It only mentions fines/prosecution for "required" companies that fail to provide the correct paperwork.

Thanks again for your response,

- Aiduri

Aiduri

Marty:

Thank you very much for the info. I found the correct form using your search terms (I must have been searching for the wrong things earlier), and it seems very straightforward and inexpensive. What a relief! The £10 charge would be well worth it to get this headache of a company to go away. As soon as I get the address change sorted out, I'll be using this form.

Many thanks again.

- Aiduri

Pennywise

Aiduri wrote: »

We wrote a letter, after being advised by HMRC to do so. We could not use an official form, as CH would only send the form to our old address, and we could not do it online because the activation codes went to our old address. (We paid for a year's worth of mail forwarding to keep this kind of thing from happening, and have no idea why CH's mail isn't reaching us.)

You should have downloaded the change of reg office address form from Co House website and posted it to them. Co House aren't allowed to change the company's records without the proper procedure having been followed.

Did you do a separate mail forwarding for the company name as well as your personal names? Royal Mail wouldn't know to re-direct letters addressed to the company if you only did a personal name redirection.

You can still do a paper form to change the reg office address (unless you registered for their "proof" system), but even if you don't Co House will strike off the company eventually and it's almost certain you wouldn't hear any more about it from them.

Savvy_Sue

Aiduri wrote: »

(We paid for a year's worth of mail forwarding to keep this kind of thing from happening, and have no idea why CH's mail isn't reaching us.)

it's possible that the envelope comes with a dire warning about not forwarding to a different address under any circumstances, like Housing Benefit notifications do.

However, in that case they should be going back to CH rather than just lost in the post mountain, and CH should be trying other means of getting in touch, I'd have thought.

Premier_2

Aiduri wrote: »

...We could not use an official form, as CH would only send the form to our old address, ...

Well, as I said, you need to keep both addresses going until change takes place ... and it hasn't yet.

There is no reason I know of that CH would not send a blank form to any address you specify.
But probably easier if you just download it from their website :cool:

http://www.companieshouse.gov.uk/forms/generalForms/AD01_change_of_registered_office_address.pdf

Companies House & HMRC do communicate with one another, and perhaps even more so today than previously, but you still have to inform the correct organisation. i.e Companies House to change the registered office address.

Premier_2

Savvy_Sue wrote: »

it's possible that the envelope comes with a dire warning about not forwarding to a different address under any circumstances, like Housing Benefit notifications do.

However, in that case they should be going back to CH rather than just lost in the post mountain, and CH should be trying other means of getting in touch, I'd have thought.

I doubt a blank form would carry such a restriction. In fact, online security or activation codes have no such warning either

Savvy_Sue

Premier wrote: »

I doubt a blank form would carry such a restriction. In fact, online security or activation codes have no such warning either

it was just a thought! the thing with the HB forms is that it stops you making a claim and moving on, so I wondered if CH would do it so that someone couldn't do something fraudulent with a company.