Getting a first Gazette notice for compulsory strike off can be a worrying experience for business owners.
And rightly so. If you don’t take action quickly, your company could be struck off the Companies House Register and cease to exist legally.
Inexperienced business owners may find the situation even more confusing and stressful. That’s because they may not know what a compulsory strike off is or understand its implications.
This article explains what a compulsory strike off is, its implications, and what the Gazette is.
We also describe how you can predict which companies will get struck off and avoid working with them.
What Is a Compulsory Strike Off?
A compulsory strike off is when Companies House forcibly dissolves a limited company.
The organisation usually does this when a business fails to comply with its regulations. These are outlined in the Companies Act 2006.
There are other forms of strike off too. Company directors can choose a voluntary strike off if they no longer need their company, or third parties can petition to strike off a company.
The most common ways that companies break regulations include failure to do one of the following on time:
- File company accounts
- Pay tax
- Pay late submission penalties
- Declare a new company address
Companies House will chase businesses that don’t comply with the regulations. If it still can’t get the information or payment, it will assume the business is no longer trading.
This is when it issues a first Gazette notice.
What Is a First Gazette Notice?
A first Gazette notice is a public warning that Companies House will strike a company off its register.
It publishes this in the Gazette, a public journal that advertises statutory notices. All insolvency proceedings must be advertised in it by law.
There are gazettes in London, Edinburgh and Belfast. Which one publishes a first Gazette notice depends on where the company is based.
Notices give at least three months’ warning before Companies House strikes the business off.
What Does a Compulsory Strike Off Mean for My Company?
A compulsory strike off is bad for several reasons:
- Your bank will freeze your accounts while the compulsory strike off application is active, making trading impossible.
- Being struck off the Companies House register reflects poor business management. This could damage your reputation.
- Customers could be alarmed and withdraw their business.
- If someone successfully challenges the application, company creditors may seek to recover their debts from you.
When Companies House dissolves a business, its assets and cash become the property of the Crown.
If you want to retain these assets, you have to submit a successful objection. If Companies House upholds the objection, you can either continue trading or take the assets out of the business.
All employees will immediately be made redundant. They will be unable to claim redundancy pay, as the company has been dissolved.
Objecting to a Dissolution Application
Anyone can object to the dissolution application.
If nobody challenges the application or the objection fails, the company is issued a second Gazette notice. This announces that the business has been struck off the Companies House register.
Companies that are struck off are removed from the register and cease to exist as a legal entity.
The company must stop trading and the company name is free for someone else to register.
What Action Should You Take?
Let’s say Companies House has issued you with a compulsory strike off. What next?
There are three paths that you could take.
1. You Want to Close Your Business
If you no longer need your company and you are happy for it to be closed down, you may not have to take any action. Simply allow the process to run its course.
In this situation, the strike off application could still be rejected by your creditors if you owe the money.
2. You Want Your Business to Remain Active
On the other hand, you may want your company to continue trading. In this case, you will need to ask Companies House to cancel the strike off using a suspension application.
You will usually have to correct whatever regulatory infringement you committed for the suspension application to be successful.
3. A Third Party Wants to Keep the Company Active
A creditor that you owe money to could oppose a compulsory strike off—for example, HMRC.
That’s because if Companies House dissolves your business they will be unable to recover the money it owes them.
This means that striking off your company isn’t a way to avoid paying creditors.
Suspending the Strike Off Application
If you receive a first Gazette notice for compulsory strike off and want to keep trading, you should take action fast.
If Companies House upholds a company strike off objection, the company continues trading as usual.
It’s crucial to find out why your business was petitioned with a company strike off and take action to avoid it happening again.
Case Studies: Three Recent First Gazette Compulsory Strike Off Notices
In this section we’ve provided three recent examples of first Gazette compulsory strike off notices. You’ll see that two of them are based on mistakes or late submissions. This goes to show that first Gazette notices are useful indicators of how a company is managed.
The National Theatre
Back in June the National Theatre was issued a first Gazette notice for compulsory strike off due to an administrative error in its accounts.
According to an article in Third Sector, the organisation had referred to itself as ‘NT’ rather than the National Theatre. This minor infringement was enough for it to receive a notice.
The application was successfully challenged by the organisation.
Monochrome Acquisition Limited (MAL)
This company was set up by Dubai-based Bin Zayed Group (BZG) as a vehicle to buy Newcastle United Football Club.
An article in the Shields Gazette newspaper says that BZG was in talks with former Newcastle owner Mike Ashley to buy the company for £350m. The article suggests that the deal fell through.
MAL was issued with a first Gazette notice in November 2020, followed by a final notice in March 2021. It’s possible that the directors were happy for the company to wind up since it was no longer needed.
Child & Child
Last year, Companies House issued legal firm Child & Child with a first Gazette notice for compulsory strike off. The business had failed to submit its accounts in June.
According to an article in RollonFriday.com, the company’s COO said Companies House had issued the notice because Child & Child had filed its accounts late but claimed that it was not the company’s fault.
However, the business has been through a difficult period. It entered administration shortly after being named in the Panama Papers. The company was bought out by senior management and a number of company directors left during 2020.
The notice for compulsory strike off suggests that the company is still facing difficulties.
What If My Customers Are Struck Off?
If your customers are struck off the Companies House Register and still owe you money, you have a big problem.
When a limited company is dissolved, there is usually a long queue of creditors waiting to get paid.
Shareholders, employees, HMRC and secured creditors like banks will all be paid first.
Most or all of the money has usually gone by the time it gets to unsecured creditors like suppliers.
Suppliers then have no choice but to write off these losses as bad debt.
The best way to avoid this is to proactively monitor your clients and customers and spot the warning signs.
A good example is if a limited company defers the date it intends to file its financial reports with Companies House. This is usually a sign that directors are poorly managing the business. Too many warning signs may indicate that a more severe infringement is likely in future—like failing to submit the report at all.
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