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Deluxe Plan |
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 £ 200.00 | Annual Maintenance Fee £200.00 | | |
 This package includes annual return, annual accounts, and general meeting reminders, and a dedicated administrator based in our office in London.
We will complete and file the annual return and certify the annual accounts on behalf of your company. This package is also includes the nominee secretary's signature on documents and preparation of a letter relating to the opening of a business bank account.  With this option we will provide the following service: -
 Providing members and directors with notice of general and extraordinary meetings;
Sending copies of resolutions and agreements to Companies House;
Supplying a copy of the accounts to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings;
Maintaining the statutory registers;
Keeping, or arranging for the keeping, of copies of all resolutions of members passed otherwise than at general meetings, minutes of all proceedings and general meetings;
Monitoring changes in share ownership of the company;
Ensuring that the company files statutory information promptly;
Monitoring changes in relevant legislation and the regulatory environment and taking appropriate action;
Developing and overseeing the systems that ensure that the company complies with all applicable codes as well as its legal and statutory requirements.
This service covers the cost of reasonable handling of official company documents, which will be sent via standard post, but does not include the handling of general trading or banking correspondence, nor the use of express or courier services.
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While the legislation does not generally specify the role of the company secretary, the company secretary might normally undertake the following duties: - Maintaining the statutory registers.
Monitoring changes in share ownership of the company.
Ensuring that the company files statutory information promptly.
Providing members and directors with notice of meetings.
Organising, preparing agenda for, and taking minutes of, meetings.
Dealing with correspondence before and after meetings, collating information, writing reports, ensuring decisions made are communicated to the relevant people.
Providing members with proposed written resolutions and auditors with any passed resolutions.
Sending copies of resolutions and agreements to Companies House.
Supplying a copy of the accounts to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings.
Arranging the general meeting and co-ordinating production of the annual report.
Keeping, or arranging for the keeping, of copies of all resolutions of members passed otherwise than at general meetings, minutes of all proceedings and general meetings.
Ensuring that people entitled to do so can inspect company records.
Monitoring changes in relevant legislation and the regulatory environment and taking appropriate action.
Developing and overseeing the systems that ensure that the company complies with all applicable codes as well as its legal and statutory requirements.
Custody and use of the company seal. Companies no longer need to have a company seal, but if they do, the secretary is usually responsible for its custody and use. (You can buy company seals from us.)
As the secretary is an officer of the company, they may be criminally liable for defaults committed by the company. For example failure to file - in the time allowed - any change in the details of the company's directors and secretary, and the company's annual return.
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(click here for other packages)
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Company Formation Home Page >> Online Company Formations >> Company Dissolution and RestorationLIMITED COMPANY DISSOLUTION: This article discusses the procedure for the liquidation and dissolution of private limited companies under UK law. A private company that is not trading may apply to be struck off the register of companies. This situation may arise for several reasons - for example, when directors want to retire or when the name is no longer needed. A company that is undergoing insolvency proceedings, or that is likely to do so, cannot apply. How do you dissolve a private limited company? If you have a private company and it is not trading you should be aware that the simplest and least expensive method of closing it down is to apply for it to be struck off the register of companies. This is quite a common situation that usually arises when directors of the company want to retire or when the owner/sole director wishes to return to PAYE or self employed status. If you have a limited company that is insolvent or is likely to be insolvent you should not apply.
If you would like your company to be struck off the register it is of the utmost importance that you must check with people the main stakeholders of the company such as its creditors, employees or investors. The correct procedure to dissolve a company is to fill out and return Form 652a to Companies House along with a small fee. Copies of the form asking for dissolution must be given to the following groups within 10 days of the application being submitted: members, creditors, employees, managers or trustees, and directors who have not signed the form.
Advantages of dissolution: It is a quick and clean removal of a dormant company from the company's register. Dissolution avoids the costs of liquidation, fees and expenses. It avoids formal investigation into the conduct of the directors as required in liquidation or receivership. For a modest fee Company Rescue can conduct this procedure for the company if the conditions mentioned above are all met.
Disadvantages: Creditors may reject the application; their permission is required to proceed with a dissolution. Any shareholder, creditor or liquidator can apply to revive the company for up to 20 years of dissolution. However they may revive the company of the following applies: Notice required to creditors was not given correctly or adequately. It comes to light that company was trading during the three months period prior to making application to dissolve. It comes to light that some fraud, misfeasance or other unjust action was committed by the company or the directors before or during the dissolution process.
Whilst a commonsense approach to collecting assets and distributing them to creditors in proper order usually suffices, there is no prescribed method. This could of course be open to abuse and if performed incorrectly can lead to a revival of the company as above. If you have any doubt as to the application of this methodology please do not hesitate to contact us by e-mail or on our freephone number 0800 970 0539.
Dissolution cannot terminate leases, HP agreements or contingent. Receivership, Administration, CVL, or CVA need to be used whenever such circumstances exist. This is clearly a very difficult technical area and the directors should take proper advice from a turnaround practitioner or insolvency practitioner who is well-versed in the rules in this regard.
From a creditors' perspective dissolution avoids a formal investigation into the director's conduct. Of course if any transactions such as a preference, transactions defrauding creditors or basic fraud have been committed dissolution does not afford an investigation into past conduct. If the creditors are of the opinion that such transactions may have occurred they can of course refuse permission and the company will either be liquidated voluntarily or compulsorily.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable.
DO ALL COMPANIES HAVE TO GO THROUGH INSOLVENCY PROCEEDINGS BEFORE BEING DISSOLVED? No. If the Registrar has reason to believe that a company is not carrying on business or is not in operation, its name may be struck off the register and dissolved without going through liquidation. A private company that is not trading may apply to the Registrar to be struck off the register. This procedure is not an alternative to formal insolvency proceedings.
WHO CAN APPLY TO HAVE A COMPANY STRUCK OFF THE REGISTER? A private company that is not trading may apply to the Registrar to be struck off the register. It can do this if the company is no longer needed. For example, the active directors may wish to retire and there is no-one to take over from them; or it is a subsidiary whose name is no longer needed; or it was set up to exploit an idea that turned out not to be feasible. The procedure is not an alternative to formal insolvency proceedings where these are appropriate, as creditors are likely to prevent the striking off. Even if the company is struck off and dissolved, creditors and others could apply for it to be restored to the register.
A private company can apply to be struck off if, in the previous three months, it has not: traded or otherwise carried on business. Changed its name. For value, disposed of property or rights that, immediately before it ceased to be in business or trade, it held for disposal or gain in the normal course of its business or trade (for example, a company in business to sell apples could not continue selling apples during that three-month period but it could sell the truck it once used to deliver the apples or the warehouse where they were stored). Or, engaged in any other activity except one necessary or expedient for making a striking-off application, settling the company's affairs or meeting a statutory requirement (for example, a company may seek professional advice on the application, pay the costs of copying the Form 652a, etc). However, a company can apply for striking off if it has settled trading or business debts in the previous three months. A company cannot apply to be struck of if it is the subject, or proposed subject, of: any insolvency proceedings (such as liquidation, including where a petition has been presented but has not yet been dealt with); or a Section 425 scheme (that is a compromise or arrangement between a company and its creditors or members).
WHAT HAPPENS TO THE DIRECTORS OF AN INSOLVENT COMPANY? The liquidator, administrative receiver, administrator or Official Receiver has a duty to send the Secretary of State a report on the conduct of all directors who were in office in the last 3 years of the company's trading. The Secretary of State has to decide whether it is in the public interest to seek a disqualification order against a director. Examples of the most commonly reported conduct are: continuing the company's trading when the company was insolvent. Failing to keep proper accounting records. Failing to prepare and file accounts or make returns to Companies House; and failing to send in returns or pay to the Crown any tax that is due.
WHAT SHOULD I DO BEFORE APPLYING? There are safeguards for those who are likely to be affected by a company's dissolution. If your company has creditors, members etc, you are advised to warn all the people listed in question 4, before applying, as any of them may object to the company being struck off. Any loose ends should be dealt with before you apply. It is also advisable to notify any other organisation or party who may have an interest in the company's affairs, otherwise they might later object to the application. Examples include local authorities, especially if the company is under any obligation involving planning permission or health and safety issues, training and enterprise councils and government agencies.
WHAT HAPPENS WHEN THE REGISTRAR ACCEPTS A FORM 652A APPLICATION? The Registrar will advertise and invite objections to the proposed striking-off in the London Gazette. The Registrar will strike the company off the register not less than three months after the date of this notice if he sees no reason to do otherwise and the application has not been withdrawn. The company will be dissolved when the Registrar publishes a notice to that effect in the Gazette. (At the time of striking-off, a letter will be issued to the contact name on Form 652a confirming the proposed date of dissolution.)
RESTORATION TO THE REGISTER: The Registrar cannot restore a company to the register without a Court Order. When the Registrar receives an office copy of the Court Order for restoration, a company is regarded as having continued in existence as if it had not been struck off and dissolved.
WHO CAN APPLY TO HAVE A COMPANY RESTORED TO THE REGISTER? For companies struck off following a Form 652a application: any of the parties who must be notified of the application can apply to the Court within 20 years of dissolution for the name of the dissolved company to be restored to the register. The Court may order restoration if it is satisfied that: the person was not given a copy of the company's application. The company's application involved a breach of the conditions of the application; or for some other reason it is just to do so. The Secretary of State may also apply to the Court for restoration if this is justified in the public interest. For companies struck off at the instigation of the Registrar: the company, or a member or creditor of it, can apply to the Court for restoration within 20 years of the dissolution. When a company applies for its own restoration, a member of the company must also be an applicant to give any necessary undertakings to the Court.
Where a company is dissolved: the liquidator or any other interested party such as a creditor can apply to the Court for the dissolution to be declared void. In most cases an application must be made within two years of dissolution, but it can be made at any time if its purpose is to bring proceedings against a company for: damages for personal injuries including any sum under Section 1(2)(c) of the Law Reform (Miscellaneous Provisions) Act 1934 (funeral expenses) or damages under the Fatal Accidents Act 1976 or the Damages (Scotland) Act 1976.
WHERE DO I APPLY FOR A COURT ORDER FOR RESTORATION? Apply to the High Court by completing a claim form (this is the standard form that starts proceedings). The Registrar of the Companies Court in London usually hears restoration cases in chambers once a week on Friday afternoons. Cases are also heard at the District Registries. Alternatively, an application can be made to a County Court that has the authority to wind up the company.
BANKRUPTCY & ADMINISTRATION ORDER Administration Order Maximum Debt £5,000. An individual can seek the full protection of the court to settle debts of less than £5,000 (there is not a vote, as with an IVA). The court will decide if the arrangement is fair to the creditors. The basis of this arrangement is to try to avert the bankruptcy of debtors who owe (in the courts opinion) a small amount. Failure to maintain the administration order can result in court action by a creditor for a county court judgment or bankruptcy.
BANKRUPTCY Minimum Debts of £750. An individual or a creditor can apply for a bankruptcy order if the debt is at least £750. The amount of the debt must not be in dispute. If an individual owed you £800 for a service you supplied and would not pay you due to a dispute, you could apply for a bankruptcy order, however, the court would reject the order based on the debtor raising the dispute. The court will not allow an order if there is any doubt whatsoever as to the validity of the debt (even if the debtor is more than likely lying). If the individual could not pay you due to a lack of money, you would usually be successful. The usual time for a bankrupt to automatically be discharged is two years if it is your first bankruptcy and unsecured creditors are less than £20,000, and three years if unsecured creditors are in excess of £20,000.
PERSONAL BANKRUPTCY The aim of most creditors (the one’s you owe money to) is not to make an individual bankrupt. Most bankruptcies have little in the way of compensation for unsecured creditors. The government services are more likely to petition your bankruptcy than, say, a trader you owe money to. It is also common for an individual to start a bankruptcy petition themselves: out of desperation to avoid the hounding of some overzealous creditors.
The purpose of bankruptcy is to convert your possessions, and any wages you receive, into lump sum and instalment payments for creditors. A debtors purpose to apply for their own bankruptcy is to form a moratorium (a group of creditors) to agree part repayment of all outstanding debts, and when the agreed repayment has been met, to have a ‘clean slate’.
Individual creditors cannot take action against you. They must make a claim through the ‘trustee’ (the name of the person who controls a bankruptcy) or write off their debt. When appointed the trustee will advertise your demise in a number of newspapers to give all of your creditors a chance to make a claim against the bankruptcy. It is also the responsibility of the bankrupt to make an honest list of all creditors: as a bankruptcy is also a chance to start again the bankrupt should ensure every creditor is notified. Not that a creditor could make a claim against you after a bankruptcy, but it will get all your creditors of your back.
If you own your home you would be fortunate to keep it. You can keep household 'essentials': bed, fridge, heating appliances etc. But not, TV’s, video recorders, computers (unless used for work, or used to get work). All ‘tools of trade’ are protected, but will be scrutinized (a new transit van is not a necessity - buying a well used second hand van would be a likely suggestion from the bankruptcy trustee).
A bankruptcy will normally last until the third anniversary of the bankruptcy order. During this time you are not allowed to hold a public office, become a company director (or in all but name run a business) and you must not apply for credit over £250 without notifying the lender of your bankruptcy. Your credit file will show your bankruptcy for six years from the bankruptcy order.
There is some talk of allowing some bankrupts to become company directors in as little time as three months from the bankruptcy order. The basis of the issue is: should an entrepreneur who started a business, a sound and well run business, but lost control of the company’s survivability through bad luck, ‘just a few more sales’, ‘a bit more backing from the bank’ etc. be allowed to try again once all matters have been explained to, and sanctioned by the trustee? This option gets my vote.
PARTNERSHIP INSOLVENCY A partnership can enter into a Partnership Voluntary Arrangement (PVA). In a liquidation of a partnership, the personal assets of the partners are at risk if insufficient assets are available from the realized partnership assets.
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U.K. Limited companies
Company Dissolution and Restoration
