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Closing a Company

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Can Compulsory Strike Off Be Stopped?

in Closing a Company

A notice of compulsory strike off means a company's is removed from the Companies House Register and no longer exists. It happens when a company has failed to comply with the rules such as filing accounts.

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Can Compulsory Strike Off Be Stopped?
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Can I Close My Business With a Bounce Back Loan?

There is nothing to stop you closing your business if it has an unpaid Bounce Back Loan (BBL).  To write off the debt then it should be liquidated using a creditors voluntary liquidation.  However, if there is a very small debt left, say £3000, then it may be possible to seek a dissolution.  The bank or lender may object to the striking off but at that level of debt it is probably not worth their while.  Remember thought if the company has other debts, then the correct process is a liquidation done by an insolvency practitioner as the company is insolvent. So how does a dissolution work? This process is also known as a voluntary dissolution. It is a provision in the Companies Act to allow the removal of the company from the Companies Register, typically when the company is dormant.If the company serves no useful purpose, its dissolution removes the need for the filing of annual returns and accounts. However, bear in mind that dissolving the company (removed from the Companies House Register) can only happen if the following conditions apply:The company has not traded for three months. The company has no assets, property or cash at the bank. The creditors are informed, requesting their permission for the company dissolution. Creditors are given three months to consider the request to dissolve the company and can reject such a request. The company has not changed its name in this period. The company has not disposed of any property or assets (this may include land and buildings, plant and equipment, debtors and other assets).As stated earlier, if the Bounce Back Loan is more than say £3000 then the bank may well object and seek to wind up the company via compulsory liquidation.  You should then consider a creditors’ voluntary liquidation How to close the company with a bounce back loan using liquidation.Board Meeting: The directors convene a board meeting to assess the company's financial position and determine if it is insolvent. If they agree that CVL is the appropriate course of action, they will pass a resolution to initiate the process. Appointing an Insolvency Practitioner: The directors must appoint a licensed insolvency practitioner (IP) to act as the liquidator. The IP's primary responsibility is to oversee the liquidation, realize the company's assets, and distribute the proceeds to the creditors. Shareholders Meeting: Usually just before the creditors’ meeting where the shareholders agree to place the company into liquidation. Using the deemed consent process there is no need for an actual creditors meeting.  Notices go out about the proposed liquidators and if no objections are raised within 14 days, then the liquidation process starts.  This is more suitable for smaller uncontentious liquidations which is more likely in the case of companies with small bounce back loan and associated debts. Creditors' Meeting: The IP will convene a creditors' meeting, typically within 14 days of the board meeting, to inform the creditors about the company's financial position, the proposed CVL process, and to seek their approval. Liquidation Commences: If the creditors approve the CVL, the liquidator will commence the process of realizing the company's assets, settling any legal disputes, and distributing the proceeds to the creditors. Finalization: Once all assets have been realized and the proceeds distributed, the liquidator will prepare a final report and hold a final creditors' meeting. After this, the company will be dissolved, and its name removed from the register at Companies House.What happens to the Bounce Back Loan in liquidation? On entering liquidation, any bounce back loan becomes an unsecured debt i.e. the loan is not secured against any company assets. As per our flowchart on who gets paid first when a company goes into liquidation or administration, unsecured creditors are just before last out of the seven overall categories. So, what this means is that the insolvency practitioner, secured & preferential creditors and floating chargeholders must all be satisfied before the settling unsecured creditors and shareholders with their amounts. Now that HMRC are preferential and, in most cases, are a large creditor by value they will take a large chunk of any distributed money.  Consequently, unsecured debts are rarely paid in full in liquidation. For this reason, the bounce back loan is secured 100% by the government allowing the lender to go to the government to get repayment for the loan in full.  The British Business Bank, that has overseen these loans, has made it very clear that they expect the banks to pursue these debts in the normal way.  Only if the business becomes insolvent will the bank be be able to claim from the government. Can I Be Made Personally Liable for The Bounce Back Loan Initially, the answer is no. But, there are some caveats to this.If you use the BBL funds for anything not financially beneficial for the company then you may be held personally liable. So, the funds can be used to pay wages, by supplies, settle bills BUT if you, as the director, are found to take advantage and use the funds to pay personal loans off or invest in property etc, then personal liability is expected. When the company becomes insolvent the licensed insolvency practitioner has the role of investigating the directors’ actions – which includes seeing how the BBL was used.  If it is deemed that the money has been “stolen” from the company, then they will pursue the director for this.BBL funds can be used to refinance existing company debt, but you must use it wisely. If you choose to favour some creditors over others, then this brings risk of making preferential payments which can be reversed by a liquidator for up to 20 years after the payment was made.

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Can I Close My Business With a Bounce Back Loan?

Can I Strike Off A Company With A Bounce Back Loan

If you have a bounce back loan which you cannot pay back, you may to tempted to strike your company off the register at Companies House, hoping that this will kill off the liability. However, the bank or provider who provided the loan will be informed. The banks search the applications to check on any liabilities.  If they see a company that they have lent money to, they will then object to the striking off. Despite the Government guaranteeing the loan – the bank/providers are responsible for collecting in the loans and they will only be able to claim compensation from the government if the company goes through an insolvency process.The purpose of striking off (applying to Companies House to be removed from the Companies House Register) is to bring the company to an end if it has no further purpose.  The company should not be trading for 3 months or more and have no or insignificant debts.Even If your company happens to get struck off with a BBL then it is likely that the company will be reinstated (at any point going forward).In the Companies Act 2006 section 1003 Paragraph 6(a)the liability (if any) of every director, managing officer and member of the company continues and may be enforced as if the company had not been dissolved, and(b)nothing in this section affects the power of the court to wind up a company the name of which has been struck off the register.which refers to the fact that even if a company is struck off, if there are any liabilities, they continue with the director or managing officer and so these liabilities will be enforced upon if not settled.So, in response to the question…No. you cannot strike your company off if you have not paid back your bounce back loan.The best option if faced with this situation is for you to liquidate your company. See more here. In a nutshell, when entering liquidation, the BBL becomes an unsecured debt. Depending on how much capital is realised from the company's assets, the BBL can then be covered and paid. But in liquidation, unsecured debts are rarely paid in full.Due to the pandemic the government has 100% guaranteed the loans in the event of insolvency which encouraged lending in the first place. However, the banks are expected to chase the debts in the normal way first (bailiffs, phone calls, letters) and only claiming from the Government if the business becomes Insolvent.

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Can I Strike Off A Company With A Bounce Back Loan

Striking Off A Limited Company

in Closing a Company

The term Striking Off simply means the removing of the limited company from the Companies House Register. It is also known as ‘dissolving’. When can you strike off a company? You can apply to have a limited company struck off the Companies House Register under the following circumstances;The business has not traded for at least three months The business is solvent There are no outstanding legal actions against the business Its name has not been changed in the last three months The company, in the last three months has disposed for value of property or rights that it held for disposal or gain in the normal course of business No outstanding debts remainWhy would I want to do this? Being struck off is not the same as being wound up or put into liquidation; it is rather a more cost-effective alternative.It means the company no longer exits. It can no longer trade, make payments or sell assets.During the process, directors remain in full control of the business. Creditors must be repaid prior closing but a formal creditors’ meeting is not necessary.Important: If your company has a bounce-back loan outstanding then you will not be able to strike off or dissolve the company. The bank will be given notice of any strike off application and they will object as the onus is still on the bank to collect the debt and check that the loan has not been misused.How to strike off a companySubmit a DS01 form to Companies House. Along with this you will need to send a Declaration of Solvency. Note: there will be a small filing fee (£10 cheque addressed to Companies House) involved and the documents should be signed by all directors. A notice is published in the Gazette (Belfast, Scotland or London – location dependent) to give any interested parties three months’ notice of the companies’ intentions. All creditors will also need to be informed, within a week of submitting the application form. So long there are no objections, Companies House will send acknowledgement by post that the submission has been accepted and successful. Now the business ceases to exist. This means the company name will be free for other people to use. No further business activities can be engaged in – if such activities are engaged in, legal repercussions arise i.e. personal liability, directorship ban. The existence of the company on Companies House Register is removed. Any leftover cash or assets will have ownership transferred to the Crown by a process known as Bona Vacantia.Note: up until 20 years later, if HMRC think that the company has been struck off as a means of avoiding tax, the company will be reinstated. What to do before striking off a company?Pay any tax liabilities due to HMRC Pay any outstanding amounts to creditors and settle any debts Ask HMRC to end the company pay roll scheme Shut the company bank accounts Transfer any website domains Bring any utilities or monthly services to an end Deregister for VAT Collect any monies due Complete all outstanding work Make staff redundant and pay any final wages or entitlements i.e. holiday Sell company assets and distribute proceeds among shareholders Prepare any final accounts and a tax return for HMRC and Companies House. Clearly state when sending that these are the final accounts Inform all directors and shareholders and get their agreementTypes of striking off Striking off can be both voluntary or compulsory. We explore both below: Voluntary striking off If a director decides they no longer have a use for the company then they can strike off the company. Reasons for striking off the company in this sense may be due to:Retirement of the business owner and having no one from the family or existing management team to take their place Taking on a new challenge; perhaps the business owner wants a new focus A method of reorganisation Lacking profitability to grow and/or develop the business further Conflict among directors Competitive challenges upcoming which are not sustainableCompulsory Striking Off This is when the need for a company to be struck off is from a third party. Usually Companies House are the third party, making the request due to non-compliance of filing accounts or annual statements. The request may be known, ‘an active proposal to strike off’.Under the Companies Act 2006, Companies House must send at least two late payment notices to the companies registered address first. If there are not responded to then a Strike of Notice will be shared in the Gazette.For directors, consequences arise from a compulsory strike off:Banks not willing to provide further finance Future customer/supplier contracts at risk The company ceases to exist All assets become property of the Crown May be disqualified from acting as a director for up to 15 years May be held personally liable for company debtsCan a struck off company be restored? You can restore your struck off company using a RT01 form. You must be the director or a shareholder of the company when it was dissolved, the business must have been trading when it was struck off and the application must be made within six months of the dissolution date. Note: a creditor can restore a company! If they had an outstanding debt, they can restore the company via a court order so that their debt can be paid. What if my company is dormant? If you have a dormant company i.e. one that is registered with Companies House but has never generated income or carried out any trading activities, you can be struck off. For this, you must:File annual returns and dormant accounts Keep records up to date Report any changes to the registered company details Inform the local corporation tax office about the company being dormant, as soon as possible.In this case, A DS01 form can be used in the same way as a limited company.So…now you know what it means to strike off a company. If it is something you are interested in and/or want further advice on doing, contact our expert advisers.Please also visit www.dissolvemycompany for our digital dissolution pack including a 25 page guide to help you through the whole process.

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Striking Off A Limited Company