Companies Act 2006

Registrar's power to strike off defunct company U.K.

1000 Power to strike off company not carrying on business or in operation U.K.

(1) If the registrar has reasonable cause to believe that a company is not carrying on business or in operation, the registrar may send to the company [F1 a communication] inquiring whether the company is carrying on business or in operation.

(2) If the registrar does not within [F2 14 days of sending] [F3 the communication] receive any answer to it, the registrar must within 14 days after the expiration of [F4 that period] send to the company [F3 a second communication referring to the first communication], and stating—

(a) that no answer to it has been received, and

(b) that if an answer is not received to the second [F5 communication] within [F6 14 days] from its date, a notice will be published in the Gazette with a view to striking the company's name off the register.

(3) If the registrar—

(a) receives an answer to the effect that the company is not carrying on business or in operation, or

(b) does not within [F7 14 days] after sending the second [F8 communication] receive any answer,

the registrar may publish in the Gazette, and send to the company F9 ..., a notice that at the expiration of [F10 2 months ] from the date of the notice the name of the company mentioned in it will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved.

(4) At the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by the company, strike its name off the register.

(5) The registrar must publish notice in the Gazette of the company's name having been struck off the register.

(6) On the publication of the notice in the Gazette the company is dissolved.

(7) However—

(a) the liability (if any) of every director, managing officer and member of the company continues and may be enforced as if the company had not been dissolved, and

(b) nothing in this section affects the power of the court to wind up a company the name of which has been struck off the register.

Textual Amendments

F1 Words in s. 1000(1) substituted (11.7.2014) by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 2(2)(a)

F2 Words in s. 1000(2) substituted (10.10.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 103(2)(a)(i), 164(1) (with s. 103(5)); S.I. 2015/1689, reg. 4(c)

F3 Words in s. 1000(2) substituted (11.7.2014) by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 2(2)(b)

F4 Words in s. 1000(2) substituted (10.10.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 103(2)(a)(ii), 164(1) (with s. 103(5)); S.I. 2015/1689, reg. 4(c)

F5 Word in s. 1000(2)(b) substituted (11.7.2014) by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 2(2)(c)

F6 Words in s. 1000(2)(b) substituted (10.10.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 103(2)(a)(iii), 164(1) (with s. 103(5)); S.I. 2015/1689, reg. 4(c)

F7 Words in s. 1000(3)(b) substituted (10.10.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 103(2)(b)(i), 164(1) (with s. 103(5)); S.I. 2015/1689, reg. 4(c)

F8 Word in s. 1000(3)(b) substituted (11.7.2014) by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 2(2)(d)

F9 Words in s. 1000(3) omitted (11.7.2014) by virtue of The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 2(2)(e)

F10 Words in s. 1000(3) substituted (10.10.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 103(2)(b)(ii), 164(1) (with s. 103(5)); S.I. 2015/1689, reg. 4(c)

Modifications etc. (not altering text)

C1 Ss. 1000-1002 applied (with modifications) (11.7.2014) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 50 (as amended by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 3(2)(3) and as amended (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 5)

1001 Duty to act in case of company being wound up U.K.

(1) If, in a case where a company is being wound up—

(a) the registrar has reasonable cause to believe—

(i) that no liquidator is acting, or

(ii) that the affairs of the company are fully wound up, and

(b) the returns required to be made by the liquidator have not been made for a period of six consecutive months,

the registrar must publish in the Gazette and send to the company or the liquidator (if any) a notice that at the expiration of [F11 2 months] from the date of the notice the name of the company mentioned in it will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved.

(2) At the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by the company, strike its name off the register.

(3) The registrar must publish notice in the Gazette of the company's name having been struck off the register.

(4) On the publication of the notice in the Gazette the company is dissolved.

(5) However—

(a) the liability (if any) of every director, managing officer and member of the company continues and may be enforced as if the company had not been dissolved, and

(b) nothing in this section affects the power of the court to wind up a company the name of which has been struck off the register.

Textual Amendments

F11 Words in s. 1001(1) substituted (10.10.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 103(3), 164(1) (with s. 103(6)); S.I. 2015/1689, reg. 4(c)

Modifications etc. (not altering text)

C2 Ss. 1000-1002 applied (with modifications) (11.7.2014) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 50 (as amended by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 3(2) and as amended (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 5(3))

1002 Supplementary provisions as to service of [F12 communication] or notice U.K.

[F13 (1) If the registrar is not able to send a communication or notice under section 1000 or 1001 to a company in accordance with Schedule 4, the communication may be sent to an officer of the company at an address for that officer that has been notified to the registrar by the company.]

(2) If there is no officer of the company whose name and address are known to the registrar, the [F14 communication] or notice may be sent to each of the persons who subscribed the memorandum (if their addresses are known to the registrar).

[F15 (3) A notice to be sent to a liquidator under section 1001 may be sent to the address of the liquidator’s last known place of business or to an address specified by the liquidator to the registrar for the purpose of receiving notices, or notices of that kind.]

[F16 (4) In this section “address” has the same meaning as in section 1148(1).]

Textual Amendments

F12 Word in s. 1002 heading substituted (11.7.2014) by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 2(3)(a)

F13 S. 1002(1) substituted (11.7.2014) by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 2(3)(b)

F14 Word in s. 1002(2) substituted (11.7.2014) by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 2(3)(c)

F15 S. 1002(3) substituted (11.7.2014) by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 2(3)(d)

F16 S. 1002(4) inserted (11.7.2014) by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 2(3)(e)

Modifications etc. (not altering text)

C2 Ss. 1000-1002 applied (with modifications) (11.7.2014) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 50 (as amended by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 3(2) and as amended (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 5(3))