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Closing a UK subsidiary cleanly: strike-off or MVL

A UK company is closed by voluntary strike-off if it is small and solvent, or by a members’ voluntary liquidation if it holds more than £25,000 of assets and you want the distribution taxed as capital. Either way the taxes are closed first.

From £750voluntary strike-off · MVL quoted with a licensed insolvency practitioner
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Strike-off is a Companies House process: form DS01, £33, and the company is dissolved about two months after the notice is published, provided nobody objects. HMRC objects if returns or tax are outstanding. Before filing, the company should stop trading, settle creditors, distribute what remains, close the bank account, and file final accounts and a final CT600. Assets left in a dissolved company pass to the Crown.

A members’ voluntary liquidation is used where reserves exceed £25,000, because distributions in a strike-off above that figure are taxed as income rather than capital in the shareholder’s hands. An MVL requires a licensed insolvency practitioner; we prepare the accounts and tax clearances and introduce a practitioner we work with regularly.

We also handle deregistration for VAT and PAYE, the final payroll and P45s, and the letters to HMRC that stop penalties accruing after the company has stopped.

What’s included

  • Closure plan and timetable
  • Final accounts and CT600 with cessation date
  • VAT and PAYE deregistration, final returns and P45s
  • Distribution of reserves and dividend paperwork
  • HMRC clearance correspondence
  • DS01 strike-off application and Gazette monitoring
  • MVL: preparation of declaration of solvency and handover to a licensed insolvency practitioner

How it works

What happens, in order

01

Stop

Trading ceases, final invoices raised, creditors paid, staff exited.

02

Close the taxes

Final VAT, PAYE and Corporation Tax returns filed; deregistrations submitted; clearances requested.

03

Distribute

Remaining funds paid to the parent, bank account closed.

04

Dissolve

DS01 filed (or liquidator appointed). Dissolution follows about two months after the Gazette notice.

When you need this

Who this is for

Groups withdrawing from the UK, projects that have finished, and companies formed for a purpose that never happened. Timing matters: start three months before you want the company gone.

Common questions

How long does it take to close a UK company?
Around three to four months from stopping trade to dissolution by strike-off, most of it waiting for HMRC clearances and the two-month Gazette period. An MVL typically takes six to twelve months.
Can we strike off a company with money in it?
Distribute it first. Anything left at dissolution is bona vacantia and passes to the Crown. Distributions over £25,000 in a strike-off are taxed as income for the shareholder — use an MVL above that.
What if HMRC objects?
HMRC objects when returns or tax are outstanding. We file everything and request clearance before the DS01 so the objection never arises.
Can a struck-off company be restored?
Yes, by court order or administrative restoration within six years, but it is slow and expensive. Better to close properly once.

Related reading

Fees exclude VAT and third-party disbursements (Companies House fees, HMRC penalties, courier costs) which are passed through at cost. Identity and ownership checks apply to every engagement. Bank account opening is subject to the provider’s eligibility criteria.