Closing a limited company with no money

tightauldgit

halifaxmortgage said:

Thanks @tightauldgit and @Pennywise.

- Yes I would say I am a micro-entity, but not sure what you mean by uploading Excel.  PS: I have done a spreadsheet, but it's something only I can understand.
- Also is the Corporation Tax filing done via Companies House or is this separate?
- I'm not sure if ignoring the company is the right way to go about it.
- Would I still need to file Annual Return, even though it doesn't need filing until 2024?

You need to upload your annual accounts to companies house but if you haven't traded most of it is going to be zero. There's loads of examples online of micro entity accounts that meet the requirements. 

Tax is dealt with by HMRC not companies house. You'll need to register and submit a return but it's probably literally as simple as putting 0 income 0 expense. 

halifaxmortgage

tightauldgit said:

halifaxmortgage said:

Thanks @tightauldgit and @Pennywise.

- Yes I would say I am a micro-entity, but not sure what you mean by uploading Excel.  PS: I have done a spreadsheet, but it's something only I can understand.
- Also is the Corporation Tax filing done via Companies House or is this separate?
- I'm not sure if ignoring the company is the right way to go about it.
- Would I still need to file Annual Return, even though it doesn't need filing until 2024?

You need to upload your annual accounts to companies house but if you haven't traded most of it is going to be zero. There's loads of examples online of micro entity accounts that meet the requirements. 

Tax is dealt with by HMRC not companies house. You'll need to register and submit a return but it's probably literally as simple as putting 0 income 0 expense. 

When you say register, where do I register?

Also I've logged into my Web filing (Companies House) account and it shows 4 choices (SEE BELOW), but don't you think that rather than Micro-Entity, I would be classed as a dormant company because I've not made any money at all?



I've also been researching whether I even need to register for Corporation Tax as I'm unsure about this and I felt my company fell under the  dormant rules.  So here's what I found:-

 ‘Business activity’ can mean any of the following:

• Selling goods or providing services with a view to making a profit.
• Buying goods and services.
• Leasing or purchasing land or property.
• Receiving income from rental property or sales.
• Managing investments - buying shares in another company and receiving dividend payments.
• Issuing dividend payments to shareholders.
• Earning interest.
• Employing staff and operating payroll.
• Paying directors’ salaries.
• Advertising your products and services
• Paying accountancy fees through a business bank account.
• Any other significant accounting transactions (monies spent or received) that must be entered into your company’s accounting records.

So from the above list, there's a small chance that only the last one applies, but need further clarification, so therefore  I think the easiest way to help you understand is to release the spreadsheet I created to manage my company.  As you can appreciate, I've erased and slightly altered data for security and anonymity:-




NOTE: IF THE ABOVE IMAGE IS TOO SMALL, THEN HERE IS A LINK TO THE LARGER IMAGE:-

https://ibb.co/hK980M7

tightauldgit

It's been a couple of years since I've looked at it so I'm going from old memory...

1. I don't know if directors loans and repayments of would be classed as significant transactions for the purpose of dormancy or whether just having no income from trade is good enough

2. You should receive a notification from HMRC through the post that they are expecting a corporation tax return from you. I can't remember whether this is automated via companies house or whether you need to sign up at the HMRC website. In any case I'm pretty sure you make your submission via the HMRC website. Go and take a look at what they say.

3. Re: dormancy. I think you need to tell both Companies House and HMRC if you consider the business dormant. Once you have done so you shouldn't have to submit anything more. 

4. You could just short circuit the whole thing by applying to be struck off the register at companies house. If they approve it and you hear nothing from HMRC then I think you're in the clear tbh. The important thing though is that you don't owe anyone any money or tax. Not filing when you don't owe anything is at worst an admin error. Equally if CH strike you off the register then you shouldn't have to submit anything - although if they consider some paperwork outstanding they may not do so.  

Jeremy535897

Yes, the point about loan account transactions being "significant" or not is not covered in the gov.uk website:
https://www.gov.uk/dormant-company/dormant-for-companies-house

It should be dormant for CT if it has never traded nor had any income.

halifaxmortgage

Thanks so much guys.  Your advice has been very helpful.

I've contacted HMRC and spoken to Corporation Tax department, explaining that other than dirs loans, expenses and repayments of the loans, I've never traded.  So they marked the company dormant since incorporation and told me that if I want to cease the company trading, then to simply apply to Companies House (DS01) to strike-off.  I followed their advice, completing the DS01 online form and I've received an email from Companies House to say that my application has been accepted (SEE IMAGE BELOW).



1. Does an application acceptance email mean that it was HMRC who have agreed to the strike-off is this just a standard Companies House tend to email?

2. Is this is it or are there any further actions that I'm required to take, such as filing accounts?  If so, how do I do these?

3. If the answer to my Q2 is yes that I need to file accounts, what happens if I didn't bother to do these? Will HMRC come after me personally?

tightauldgit

halifaxmortgage said:

Thanks so much guys.  Your advice has been very helpful.

I've contacted HMRC and spoken to Corporation Tax department, explaining that other than dirs loans, expenses and repayments of the loans, I've never traded.  So they marked the company dormant since incorporation and told me that if I want to cease the company trading, then to simply apply to Companies House (DS01) to strike-off.  I followed their advice, completing the DS01 online form and I've received an email from Companies House to say that my application has been accepted (SEE IMAGE BELOW).



1. Does an application acceptance email mean that it was HMRC who have agreed to the strike-off is this just a standard Companies House tend to email?

2. Is this is it or are there any further actions that I'm required to take, such as filing accounts?  If so, how do I do these?

3. If the answer to my Q2 is yes that I need to file accounts, what happens if I didn't bother to do these? Will HMRC come after me personally?

If I remember rightly then 'application accepted' doesn't mean anything other than they've received your application and will action it. You'll get another email from them when the company is actually struck off the register assuming there's nothing preventing it

I don't think HMRC need to agree to anything since you've told them its dormant. It would still be your responsibility to submit a tax return if they ask for one

I don't think you need to do anything else unless CH ask for it. If they need something you will no doubt get an email or some correspondence from them either asking for it or telling you missed a deadline to submit something and need to do it. 

Your accounts and your CH listing are nothing to do with HMRC - they only care about the tax due (if any) and since you've already had them mark it as dormant you should be fine. 

halifaxmortgage

tightauldgit said:

halifaxmortgage said:

Thanks so much guys.  Your advice has been very helpful.

I've contacted HMRC and spoken to Corporation Tax department, explaining that other than dirs loans, expenses and repayments of the loans, I've never traded.  So they marked the company dormant since incorporation and told me that if I want to cease the company trading, then to simply apply to Companies House (DS01) to strike-off.  I followed their advice, completing the DS01 online form and I've received an email from Companies House to say that my application has been accepted (SEE IMAGE BELOW).



1. Does an application acceptance email mean that it was HMRC who have agreed to the strike-off is this just a standard Companies House tend to email?

2. Is this is it or are there any further actions that I'm required to take, such as filing accounts?  If so, how do I do these?

3. If the answer to my Q2 is yes that I need to file accounts, what happens if I didn't bother to do these? Will HMRC come after me personally?

If I remember rightly then 'application accepted' doesn't mean anything other than they've received your application and will action it. You'll get another email from them when the company is actually struck off the register assuming there's nothing preventing it

I don't think HMRC need to agree to anything since you've told them its dormant. It would still be your responsibility to submit a tax return if they ask for one

I don't think you need to do anything else unless CH ask for it. If they need something you will no doubt get an email or some correspondence from them either asking for it or telling you missed a deadline to submit something and need to do it. 

Your accounts and your CH listing are nothing to do with HMRC - they only care about the tax due (if any) and since you've already had them mark it as dormant you should be fine. 

Thanks ever so much tightauldgit.  In that case I can at last take a breather.  Really appreciate yours and everyone's else advice, so Cheers for that! :-)