New guidance on extended powers to strike off a company

New guidance has been issued by Companies House on when a company can be struck off the register, following the extended powers introduced by the Economic Crime and Corporate Transparency Act 2023. The updated rules set out clearer grounds for removal, including lack of business activity, false registration, and failure to maintain an appropriate registered office.

Companies House has published new guidance on when a company can be struck off the register and effectively prevented from trading. The guidance is in response to the reforms contained in the Economic Crime and Corporate Transparency Act 2023, which extended the powers of the Registrar of Companies.

These are the main reasons why a company can be removed from the register.

1. If the company is not carrying on business or in operation

The registrar may commence steps to strike a company off the register, if they have a reasonable cause to believe the company is not carrying on business or in operation.

The registrar may form this view if:

• they have not received annual documents that the company should have sent, like its confirmation statement or accounts
• the company has no directors

Before striking a company off the register, the registrar will try to communicate with the company to ask whether it’s still carrying on business or in operation.

If the registrar is satisfied that it’s not, for example, if the company does not respond, they will publish a notice in the relevant Gazette. This notice will state the registrar’s intention to strike the company off the register unless they’re given reason not to do so.

A copy of the Gazette notice will be placed on the company’s public record.

If the registrar sees no reason to do otherwise, they will strike off the company not less than 2 months after the Gazette notice is published. The company will be dissolved on publication of a further notice stating this in the relevant Gazette.

2. If the company was registered on a false basis

The registrar may commence steps to strike a company off the register if they have a reasonable cause to believe that the company was registered on a false basis. This means if they have reason to believe one of the following:

• any information contained in the application for the registration of the company, or in any application for administrative restoration of the company to the register, is misleading, false or deceptive in a material particular
• any statement made to the registrar in connection with such an application is misleading, false or deceptive in a material particular

The registrar may also consider information in any documents delivered to them as part of an application for registration or administrative restoration.

When the registrar has formed their belief that company information meets the threshold for being registered on a false basis, they will publish a notice in the relevant Gazette. This notice will state their intention to strike the company off the register unless they’re given reason not to do so.

3. If the company does not change its registered office address from the default address

Companies must have an ‘appropriate address’ as their registered office address.

If the registrar is satisfied a company does not have such an address, they may change it to an address held and maintained at Companies House. This is called a ‘default’ address.

The company can choose to appeal to court against the registrar’s decision. If the company does not appeal, it has 28 days to deliver a notice changing its registered office address from the default address. The new registered office address must be an appropriate address.

If a company fails to change their registered office within 28 days from being moved to the default address, the registrar may commence steps to strike the company off the register.

Before striking a company off the register, the registrar will publish a notice in the relevant Gazette stating their intention to strike the company off the register unless they’re given reason not to do so.

Stop your company being struck off

If the registrar is striking off your company as they believe it is no longer in business or in operation, you should:

• reply promptly to any enquiry letters from the registrar
• deliver any outstanding documents as soon as possible

If the registrar is striking off your company as they believe it was formed on a false basis, you will need to give evidence which satisfies the registrar that they did not have a reasonable cause to believe this.

If the registrar is striking off your company as its registered office is at the default address, you should:

• deliver a notice to Companies House changing your registered office address from the default address
• include evidence that the new address is appropriate and that you own or have the right to use the address

Assets of a dissolved company

From the date of dissolution, any assets of a dissolved company will pass back to the Crown. These ownerless assets are known as ‘bona vacantia’, which means ‘vacant goods’. The company’s bank account will be frozen and any credit balance in the account will be passed to the Crown.

Please contact us if you would like more information about the issues raised in this article or any aspect of company law on 020 8290 0333 or email info@judge-priestley.co.uk

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