Published: 15th January 2021
Company strike off and business liquidation are two ways to close down a business, but it can be difficult to know which process is the most appropriate. Initially, you need to consider your company’s financial position – whether it’s solvent or insolvent – and think about the potential repercussions for yourself as a director.
Your company can be tested for solvency in three ways, and may be solvent if:
It’s advisable to seek confirmation of solvency from a licensed insolvency practitioner (IP) before proceeding, so what else should be factored in to your decision?
Voluntary strike off is only available for solvent companies. If you attempt to strike off the company when it owes money to creditors, it’s highly likely that they’ll oppose the application.
Voluntary liquidation is available to solvent and insolvent businesses, but the two processes are different. If you enter Members’ Voluntary Liquidation (MVL), which is the option for solvent companies, you must sign a Declaration of Solvency beforehand. Should the company later be found to be insolvent, the process switches to Creditors’ Voluntary Liquidation (CVL).
Voluntary strike off involves winding up your company’s affairs, including closing down your payroll scheme, submitting the company’s final accounts, and making all outstanding tax payments. The difference between this and liquidation is there’s no need to seek professional help when striking off a company, and directors take responsibility for ensuring that all requirements are met.
Liquidation is a formal procedure, so a licensed insolvency practitioner (IP) must be appointed to realise company assets, distribute funds to creditors, and notify all relevant parties.
The company is removed from the Companies House register but if a creditor hasn’t been informed, they can apply for it to be reinstated to make a claim on their debt. When a company is restored to the register in this way, it’s treated as if dissolution hadn’t happened. Directors can face investigation as a result, which is why it’s crucial to ensure that all creditors are notified.
Whilst a company dissolved after liquidation can be reinstated, this is less likely following a liquidation as the IP will contact all known creditors and advertise the appointment in the London Gazette so all parties should be aware of the position.
Company strike off is an inexpensive way to close a company. It costs only £10, but it’s necessary to take a broader view than the financial cost alone. The issues that can arise on a personal level for directors, such as disqualification and personal liability, if there are problems following strike off, need careful consideration before proceeding.
As a formal process, liquidation attracts professional fees, and a considerable difference in cost exists between this and voluntary strike off. The benefits of entering voluntary liquidation rather than strike off, however, are also significant and can make the additional cost worthwhile. For example, directors on the payroll could be entitled to directory redundancy when their company goes into insolvent liquidation – with the average pay-out standing at £9,000 per director. You can check a director redundancy claim calculator to see what you might be entitled to in this situation. Another key difference to company strike off is that once a company has entered into a Creditors’ Voluntary Liquidation, creditors cannot take legal action against the business although they can still attempt to force it into compulsory liquidation although this is rare.
If you attempt to strike off your company believing it is solvent, but it owes money to one or more creditors, they’re likely to oppose the strike off and will make a challenge.
A notice is placed in the Gazette prior to a company being struck off, to inform creditors of the situation, and it could lead to an investigation into your conduct. The strike off application may go through unchallenged, but the fact remains that the company can be reinstated and you could be at risk of personal liability and/or disqualification at a later date. In fact, HMRC regularly monitor strike-offs, and will block any action where there are taxes owed.
If the same scenario occurred during solvent liquidation, the process would switch to Creditors’ Voluntary Liquidation. Both processes are administered by a licensed IP, and the fact that you’ve sought professional assistance demonstrates your intent to place creditor interests first.
There is also a liquidation process for solvent companies – a Members’ Voluntary Liquidation – in which there can be tax benefits, including Entrepreneur’s Relief, and these benefits are not available in a company dissolution / strike-off process.
Begbies Traynor Group are liquidation specialists and can provide further advice tailored to your circumstances. Please contact one of our partner-led team to arrange a free, same-day consultation in complete confidence. We operate a broad network of offices around the UK.