What is a First Gazette Notice for Compulsory Strike Off?

What is Compulsory Strike Off and how can you prevent it?

When you have a company to run, keeping up to date with your statutory reporting duties may not seem like a priority. However, if you don’t, Companies House may issue a First Gazette Notice for Compulsory Strike Off, indicating that the company is at risk of being removed from the official register.

If Companies House strikes your business off, it will be dissolved and legally cease to exist. Here we take a closer look at what a First Gazette Notice for Compulsory Strike Off means, why it is issued and the steps you can take to keep your business in good standing.  

Understanding the First Gazette Notice for Compulsory Strike Off

As a company director, you have a legal obligation to file certain accounting and administrative documents with Companies House. The aim is to provide an accurate record of the company’s finances and activities, and make these details available to creditors, regulators and other stakeholders. 

If you do not make the necessary filings, Companies House may assume that the company is no longer active or compliant. It can then issue a First Gazette Notice for Compulsory Strike Off to formally announce its intention to remove the company from the official register.

It will publish the notice in the Gazette, which is the UK’s public record for important statutory notices. That serves as a formal warning to the company, its directors, creditors and any other interested parties that Companies House could dissolve the business if you do not take action. 

Once the notice is issued, you have a two-month window to respond or object to the process. If you do not act, usually by proving the company is active or filing the necessary documents, Companies House can remove the business from the official register, and it will cease to exist as a trading entity. 

What is Compulsory Strike Off? 

Compulsory Strike Off is a regulatory enforcement measure that Companies House can take if it believes a limited company is no longer operating or has failed to meet its filing obligations under the Companies Act 2006. Companies House will begin this process if it believes a company is not:

• Carrying on business or in operation
• Filing required documents, such as annual accounts or confirmation statements
• Maintaining a valid and up-to-date registered office address

If a company satisfies one of these conditions and does not respond to correspondence, Companies House can publish a First Gazette Notice to initiate the Compulsory Strike Off procedure. 

How does it differ from Voluntary Strike Off?

Voluntary Strike Off is a procedure that allows a director to close their company themselves without entering into formal liquidation. You might use Voluntary Strike Off if the company can pay its debts and you no longer need it or want to retire.

Compulsory Strike Off, on the other hand, is a process only Companies House can initiate. As a director, you have limited control over the process or its timing, which can bring some additional risks. 

For example, when a company is dissolved, any remaining assets or cash automatically pass to the Crown. The directors’ conduct may also be scrutinised, particularly if there are unpaid debts, ongoing contracts, outstanding legal proceedings or indications of misconduct.

What are the triggers for a First Gazette Notice for Compulsory Strike Off?

There are several reasons why Companies House might issue a First Gazette Notice.

Failing to file accounts and confirmation statements

The most common is failing to file year-end accounts and confirmation statements on time. You must file the accounts 9 months after the end of the financial year, and confirmation statements at least once every 12 months. 

Not meeting these filing requirements can be a sign that a company is no longer trading, or it may indicate financial issues or a director disengaging from the business.   

Inactivity

Leaving a company inactive and failing to respond to Companies House can also trigger Compulsory Strike Off. If you don’t intend to trade the company for a time but may need it again in the future, it’s usually better to make it dormant. That still brings some filing obligations, but they’re less extensive than for active companies.  

Read more: Should I close my company or leave it dormant?

Inaccurate or outdated records

Companies House relies on accurate, up-to-date information to maintain the integrity of the register. If circumstances change and you do not provide updated director information or a new registered address, correspondence can be ignored or returned undelivered. That can raise concerns about the company’s legitimacy and prompt the issuing of a First Gazette Notice. 

What is the Compulsory Strike Off process and timeline?

If Companies House believes a company is inactive or non-compliant, it will usually try to contact it at its registered address. If there’s no response or filings remain outstanding, it may then initiate the Compulsory Strike Off procedure.

1. The First Gazette Notice

The first step is to publish the First Gazette Notice. It will usually include:

• The company name and number
• A statement explaining that Companies House is proposing to strike the company off 
• A warning that the company will be dissolved unless you take action
• The deadline for objections

At this stage, the company is still active, but the clock is ticking, and you will need to act to prevent its closure. 

2. The objection period

After the First Gazette Notice has been issued, you typically have a two-month window to object to the strike off or bring its filings up to date. The process may be suspended if:

• You bring the company back into compliance

If you file the outstanding documents, whether it’s overdue annual accounts, confirmation statements or an update, such as changing your registered office, Companies House will usually discontinue the Strike Off procedure.

• You submit an objection

Alternatively, you could submit a written objection to Companies House explaining why it should not remove the company from the register. That could be because it is still trading, there are assets or debts you haven’t dealt with, or there are ongoing legal proceedings. If Companies House accepts your objection, it will stop or pause the Strike Off process. 

• Third parties object to the strike off

Third parties can also object to a strike off. For example, a creditor may object if the company owes them money. In this case, Companies House will usually pause the process to allow the creditor to claim the money owed to them. 

The Second Gazette Notice

If you ignore the First Gazette Notice, Companies House will publish a Second Gazette Notice, usually around two months later. It will explain that it will strike off and dissolve the company unless you resolve the issue. At this point, you must act quickly to prevent the company from being removed from the register.

Dissolution

Shortly after the Second Gazette Notice, Companies House will remove the company from the official register, at which point, it will cease to exist.

In some cases, it may be possible to restore the company to the register. A director may apply to reinstate the company within six years of the dissolution date, for example, if they want to continue trading it or recover assets that were transferred to the Crown. And creditors can apply to the court to reinstate the company so they can recover debts or pursue legal action.

Read more: What is a restoration by court order?

What are the potential implications of Compulsory Strike Off?

It may be the case that you no longer need the company and are happy for it to be dissolved. However, there could still be some implications and consequences to consider. 

Legal consequences

A company that is struck off can no longer trade or complete its contracts. That could lead to legal action by the creditors, customers or suppliers affected by the sudden cessation of business.

You must also be aware that any assets or cash you do not transfer away from the company will become ‘bona vacantia’, or ‘ownerless property’, when it is dissolved, and possession will pass to the Crown. It is usually possible to reclaim those assets, but only if you restore the company to the register and follow the appropriate legal process, which can take time. 

The impact on the directors 

You cannot use Compulsory Strike Off to avoid repaying a company’s debts. If there is evidence that you have used it improperly, it can trigger further investigation and, in serious cases, could lead to director disqualification proceedings and personal liability for company debts.

You may also face scrutiny if there are signs of insolvency, persistent non-compliance with filing obligations or serious breaches such as wrongful or fraudulent trading.

How stakeholders are affected

Compulsory strike-off can also affect stakeholders. Creditors may need to apply to restore the company to recover debts, employees may lose outstanding wages or redundancy entitlements, and shareholders will lose their equity in the company.

How BTG Begbies Traynor can help

If Companies House initiates the Compulsory Strike Off procedure and the company’s affairs are not in order or you want to continue trading, you need to act quickly. 

We can assess the company’s position and advise you on the best course of action, including whether solvent or insolvent liquidation, Administration or a Company Voluntary Arrangement (CVA) could provide a better alternative to strike off. We can also negotiate with creditors on your behalf and help you avoid adverse personal consequences, such as director disqualification or personal liability. 

Please get in touch for a free consultation or arrange a face-to-face meeting at your local office.