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You can choose to liquidate your limited company (also called ‘winding up’ a company).

The company will stop doing business and employing people. The company will not exist once it’s been removed (‘struck off’) from the at Companies House.

When you liquidate a company, its assets are used to pay off its debts. Any money left goes to shareholders. You’ll need a validation order to access your company bank account.

If that money has not been shared between the shareholders by the time the company is removed from the register, it will go to the state.

You’ll need to restore your company to claim back money after it’s been removed from the register.

There are 3 types of liquidation:

• creditors’ voluntary liquidation - your company cannot pay its debts and you involve your creditors when you liquidate it
• compulsory liquidation - your company cannot pay its debts and you apply to the courts to liquidate it
• members’ voluntary liquidation - your company can pay its debts but you want to close it

A director can propose a company stops trading and be liquidated (‘wound up’) if:

• the company cannot pay its debts (it’s ‘insolvent’)
• enough shareholders agree

Get shareholders’ agreement

You must call a meeting of shareholders and ask them to vote.

75% (by value of shares) of shareholders must agree to the winding-up to pass a ‘winding-up resolution’.

Once the resolution is made there are 3 steps you must follow.

1. Appoint an authorised insolvency practitioner as liquidator to take charge of liquidating the company. You can find an insolvency practitioner online.

2. Send the resolution to Companies House within 15 days.

3. Advertise the resolution in within 14 days.

Your responsibilities as a director will change.

A director can ask a court to order the company to stop trading and be liquidated (‘wound up’).

This is known as ‘compulsory liquidation’.

You need to show the court that:

• the company cannot pay its debts of £750 or more
• 75% (by value of shares) of shareholders agree that the court can wind up the company

How to apply

Fill in a ‘winding-up petition’ (form Comp 1) and send it to the court with:

• form Comp 2 confirming the details of your petition
• the winding-up resolution from the shareholders

Where you send the petition depends on how much ‘paid-up share capital’ your company has. You can find this on the .

Your paid-up share capital is £120,000 or more

. It’ll go to the High Court.

Your paid-up share capital is under £120,000

Find your nearest court that deals with bankruptcy.

if it’s one of these courts:

• Admiralty and Commercial Court
• Chancery Division
• Companies Court
• High Court (including Bankruptcy Court)
• London Mercantile Court
• Rolls Building

If it was another court you’ll need to submit the petition by post.

Fees

It costs:

• £2,600 to submit the petition
• £280 for the court hearing

After you apply

You’ll get a date for the hearing if the court accepts your petition.

Before the court hearing, you must:

• give (‘serve’) a copy of the petition to your company - fill in a certificate of service to let the court know you’ve done this
• put an advert in at least 7 days before the hearing
• send a copy of the advert and the certificate of service to the court

The court hearing

You or your solicitor must be at the court hearing. You do not have to give any evidence.

If the court gives a winding-up order, the court will put an official receiver in charge of the liquidation. They’ll start liquidating your company. A copy of the winding-up order will be sent to your company’s registered office.

Your role as a director will change.

You may choose members’ voluntary liquidation if your company is ‘solvent’ (can pay its debts) and one of the following applies:

• you want to retire
• you want to step down from the family business and nobody else wants to run it
• you do not want to run the business any more

Make a declaration of solvency

To pass a resolution for members’ voluntary liquidation, you must make a ‘declaration of solvency’.

You’ll need to review the company’s assets and liabilities.

Write a statement saying that the directors have assessed the company and believe it can pay its debts, with interest at the official rate. You should also include:

• the name and address of the company
• the names and addresses of the company’s directors
• how long it will take the company to pay its debts - this must be no longer than 12 months from when the company’s liquidated

You also need to include the statement of the company’s assets and liabilities.

After you’ve signed the declaration or form

There are 5 further steps to members’ voluntary liquidation.

1. Sign the declaration or form 4.25 (Scot) - it must be signed by the majority of directors in front of a solicitor or ‘notary public’.

2. Call a general meeting with shareholders no more than 5 weeks later and pass a resolution for voluntary winding up.

3. At the meeting appoint an authorised insolvency practitioner as a liquidator who will take charge of winding up the company. You can find an insolvency practitioner online.

4. Advertise the resolution in within 14 days.

5. Send your signed declaration to Companies House or form 4.25 (Scot) to the (for Scottish companies) within 15 days of passing the resolution.

The liquidator is an authorised insolvency practitioner or official receiver who runs the liquidation process.

As soon as the liquidator is appointed, they’ll take control of the business.

They will:

• settle any legal disputes or outstanding contracts
• sell off the company’s assets and use any money to pay creditors
• meet deadlines for paperwork and keep authorities informed
• pay liquidation costs and the final VAT bill
• keep creditors informed and involve them in decisions where necessary
• make payments to creditors
• interview the directors and report on what went wrong in the business
• get the company removed from the companies register

When a liquidator is appointed, directors:

• no longer have control of the company or anything it owns
• cannot act for or on behalf of the company

If you’re a director you must:

• give the liquidator any information about the company they ask for
• hand over the company’s assets, records and paperwork
• allow the liquidator to interview you, if they ask

Re-using company names

If you were a director of a company in compulsory liquidation or creditors’ voluntary liquidation, you’ll be banned for 5 years from forming, managing or promoting any business with the same or similar name to your liquidated company. This includes the company’s registered name and any trading names (if it had any).

The only exceptions to this are where:

• the business is sold by a licensed insolvency practitioner giving the legally required notice
• you get the court’s permission to use the name
• you’re involved with another company that’s been using the same name as the liquidated company for at least a year

Read the guidance on re-using company names.

Your company’s bank account will be frozen when someone files a petition to wind up the company.

You need a validation order to access it.

How to apply for a validation order

Tell the person who filed the winding-up petition (the respondent) you’re applying for a validation order. You must also tell them what court you’ll apply to (usually the Companies Court) and when you’ll apply.

Fill in Form IAA and write a . Take the form and the statement to the court.

You need to pay a £155 fee.

What happens after you apply

You’ll be given a hearing on the same day or within the next few days.

At the hearing, you present your case to a registrar or district judge.

The respondent will present their case if they object to you getting a validation order.

At the end of the hearing you’ll either:

• get a decision - you’ll also get a written copy sent to you
• be asked to attend another hearing if the court wants more evidence

You’ll be given the validation order if your application is successful. You must give your bank a copy of this to access your company’s bank account.

If you do not agree with the decision you may be able to appeal to the Chancery Division of the High Court.