Alex is Sprintlaw’s co-founder and principal lawyer. Alex previously worked at a top-tier firm as a lawyer specialising in technology and media contracts, and founded a digital agency which he sold in 2015.
If you’ve just discovered your company has been “struck off” (or you’ve received a warning letter from Companies House), it can feel like everything has suddenly gone into freefall.
But don’t panic. In many cases, there are practical steps you can take - and depending on why the strike off happened and what you need to do next, reinstatement may be possible.
This guide explains what happens when a company is struck off in the UK, what it means for your business operations and assets, and how to restore the company if you still need it.
What Does “Struck Off” Mean For Your Company?
When a company is “struck off” the register at Companies House, it means the company is removed from the official list of registered companies. Once the company is struck off and dissolved:
- the company generally stops existing as a legal entity (in legal terms, it’s “dissolved”), and
- it generally can’t trade, enter contracts, or deal with assets in the usual way a live company can.
It’s worth separating two ideas that often get blurred together:
- Strike off: the process of removing a company from the register (often started by Companies House or sometimes by the company itself).
- Dissolution: the outcome - the company is legally dissolved and ceases to exist.
In plain English: if you’re trying to understand what happens when a company is struck off, the key point is that the company typically becomes a “non-entity” - and that can cause serious business disruption if you were still operating.
Is Strike Off The Same As Closing A Company Properly?
Not necessarily. Some companies are struck off because the directors intentionally apply to close the company (often where the company is no longer needed and has no outstanding liabilities).
But a lot of strike offs happen because Companies House believes the company isn’t operating - usually because filings have been missed.
If you’re trying to wind things down deliberately, it’s usually safer to follow a proper closure process rather than letting things drift. (Here’s a helpful reference point on closing a limited company in a controlled way.)
Why Do Companies Get Struck Off?
Companies can be struck off for a few different reasons, but most “surprise” strike offs happen because of non-compliance.
Common Reasons Companies House Strikes Off A Company
- Late or missing annual accounts (a big one)
- Late or missing confirmation statements
- Companies House letters are ignored (for example, because the registered office address isn’t monitored)
- No active directors (for example, if resignations happen and no replacement is appointed)
- Companies House has reason to believe the company isn’t operating
Sometimes businesses “park” a company thinking they can come back to it later - but if you don’t keep up with filings, Companies House may assume the business is no longer trading.
If you’re taking a break from trading but want to keep the company alive, you might consider whether a dormant company approach makes more sense (provided you meet the requirements for dormancy and still keep up with any relevant filings).
Voluntary Strike Off (Director-Initiated)
Directors can also apply to strike off a company voluntarily (often using Companies House Form DS01). This tends to be used where the company:
- is no longer trading
- has no assets
- has no debts or outstanding liabilities (or those have been dealt with properly)
Be careful here - if the company still has debts, assets, or disputes, voluntary strike off can create major legal issues and may be challenged by creditors or other interested parties.
What Happens When A Company Is Struck Off? The Practical Business Consequences
So, what happens when a company is struck off in real-life terms for small business owners?
Once the company is dissolved, a few consequences tend to hit quickly and painfully.
1. Your Company Can’t Trade Or Enter New Contracts
If the company no longer exists, it can’t legally:
- enter into new agreements with customers or suppliers
- invoice (as the company)
- employ staff (as the company)
- sign leases or renew contracts (as the company)
If you keep “trading as usual” after dissolution, you can create personal risk - because you may be treated as acting without proper authority, and liabilities may land with you personally depending on the circumstances.
This is also where good governance habits matter. If you’re making major decisions (like pausing trading, restructuring, or reinstating), properly documenting them in board minutes can help show what was decided and when.
2. Company Bank Accounts May Be Frozen
Banks and payment providers may freeze business accounts once they become aware the company has been dissolved. That can mean:
- you can’t access funds in the company’s accounts
- direct debits and standing orders fail
- salary payments may be disrupted
- customer refunds become harder to process
Even if the company was profitable, the practical reality is that dissolution can instantly interrupt cashflow.
3. Assets May Pass To The Crown (Bona Vacantia)
This is one of the biggest “hidden” risks.
When a company is struck off and dissolved, any assets still owned by the company can become bona vacantia (ownerless goods) and may pass to the Crown (or, depending on where the company was registered/where assets are located, to bodies such as the Duchy of Lancaster, the Duchy of Cornwall, or the relevant authority in Scotland). This can include:
- money left in company bank accounts
- property owned by the company
- shares in other companies
- intellectual property (in some situations)
For a deeper explanation of how dissolution affects business property, it’s worth understanding assets when a company is dissolved - it’s often a deciding factor in whether reinstatement is urgent.
4. Ongoing Contracts Become Messy (And Disputes Can Escalate)
Many small businesses have contracts that don’t just end neatly - think:
- commercial leases
- supplier arrangements
- customer subscriptions
- loan agreements
If the company is dissolved mid-contract, it can become unclear who can enforce the agreement, who can terminate it, and who is liable for breach.
If you’re dealing with agreements signed as deeds (for example, certain leases, guarantees, or settlements), getting the execution mechanics right matters even more. (Here’s practical guidance on executing deeds correctly in England.)
5. You May Not Be Able To Start (Or Continue) Legal Proceedings
A dissolved company generally can’t bring a court claim or continue litigation in its own name. If you need to:
- recover a debt owed to the company
- resolve a dispute with a supplier
- enforce contractual rights
…you may need to restore the company first (or consider other routes depending on the facts).
On the flip side, dissolution doesn’t necessarily make a problem “go away” - creditors or claimants may still take steps that involve restoring the company in order to pursue a claim against it, and in some cases they may pursue individuals where there’s a legal basis to do so.
Can Directors Still Be Personally Liable After Strike Off?
This is one of the most important things to understand as a small business owner.
Usually, a limited company exists to protect you from personal liability. But strike off and dissolution don’t automatically protect directors from every risk - especially if you act as though the company still exists, or if there are separate personal obligations (like personal guarantees) or misconduct issues.
Common Director Risk Areas
- Trading while dissolved: entering arrangements as if the company exists can expose you personally, especially if the other party suffers loss.
- Personal guarantees and other personal commitments: if you signed in your own name (for example, for a lease or finance), those obligations can continue regardless of dissolution.
- Compliance and conduct issues: persistent non-compliance or improper use of strike off can increase scrutiny and, in serious cases, lead to director disqualification proceedings.
Tax and HMRC positions can be fact-specific, and this article isn’t tax advice. If there are outstanding returns, liabilities, or HMRC correspondence, it’s worth getting tailored advice (legal and/or accounting) early.
If the strike off happened because directors resigned (or you’re trying to fix governance issues before restoration), make sure you understand what resigning does (and doesn’t) achieve legally. This overview on director resignation is a useful starting point.
Every situation is different, so this is a good point to get tailored advice - especially if there are creditors, disputes, or HMRC concerns in the background.
How To Reinstate A Struck Off Company In The UK
If your company has already been struck off and dissolved, you may still be able to restore it. In broad terms, reinstatement puts the company back on the register as if it had never been dissolved (subject to any conditions and practical clean-up you’ll still need to do).
There are two main restoration routes:
- Administrative restoration (usually simpler, but only available in certain situations)
- Court restoration (more complex, but available in a wider range of situations)
The right option depends on why the company was struck off, who is applying, and what you need the company restored for.
Administrative Restoration (When It’s Available)
Administrative restoration is typically available where:
- the company was struck off by Companies House (not voluntarily closed by the company), and
- the application is made by a former director or member (shareholder), and
- the company was carrying on business or “in operation” at the time it was struck off (this is a key eligibility requirement), and
- you apply within the permitted time window (usually within 6 years of dissolution, although there can be exceptions and edge cases).
In practice, administrative restoration often involves:
- bringing all overdue filings up to date (accounts and confirmation statements)
- paying outstanding penalties/fees
- submitting the correct restoration forms to Companies House
Tip: If the company had a bank account, property, or contracts you need to deal with, restoration is often the quickest path to getting back control - especially where assets have become bona vacantia.
Court Restoration (When You Need A Court Order)
Court restoration may be needed where:
- the company was voluntarily struck off (director-initiated strike off)
- administrative restoration isn’t available to the applicant
- there are disputes, creditor issues, or complex asset situations
- more than one party is contesting what should happen next
This route usually involves making an application to the court and may require dealing with additional steps and parties (for example, notifying the relevant government legal department dealing with bona vacantia).
Because court restoration can become technical quickly, it’s one of those areas where getting legal advice early can save you time and cost - especially if the restoration is urgent for a transaction or dispute.
What You Should Do Before You Apply To Restore
Before jumping into restoration paperwork, it helps to step back and confirm what you actually need.
Ask yourself:
- Why do I need the company reinstated? (e.g. to access funds, sell assets, sign a lease, pursue a debt, or close it properly)
- Are there outstanding liabilities? (suppliers, customers, HMRC, lenders)
- Do I have the records to bring filings up to date?
- Who will act as director once restored?
If the end goal is to tidy things up and close the company cleanly, you may want to plan the “after restoration” steps at the same time - for example, how you’ll settle liabilities, notify stakeholders, and complete the correct filings.
What Happens After A Company Is Restored?
Once restoration is approved:
- the company is returned to the register
- you’ll usually need to complete any missing compliance work (overdue accounts, confirmation statements, fees, and penalties)
- banks and counterparties may require evidence that the company is live again
- you should review contracts, insurance, and governance so you don’t end up back in the same situation
Just because the company is restored doesn’t mean everything automatically “fixes itself” commercially - but it does usually give you back the legal vehicle you need to operate and clean up properly.
Key Takeaways
- If you’re asking what happens when a company is struck off, the short answer is that the company is removed from the register and usually dissolved - meaning it generally can’t trade, contract, or hold assets in the usual way.
- Companies are often struck off for missed filings (accounts and confirmation statements), ignored Companies House correspondence, or inactivity - even where the directors didn’t intend to shut down.
- Once dissolved, bank accounts may be frozen and company assets can pass as bona vacantia (with the destination depending on UK jurisdiction), which can create urgent commercial problems.
- Continuing to trade or make deals after dissolution can create personal risk for directors, particularly where authority is unclear or where personal obligations exist.
- Reinstatement may be possible via administrative restoration (simpler, but only for certain scenarios and eligibility requirements) or court restoration (broader, but more complex).
- If you need to restore a company, it’s usually important to act quickly, gather your records, and get advice so the restoration (and clean-up) is done properly.
If you’d like help understanding what happens when a company is struck off in your specific situation - or you need support with reinstatement and next steps - you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.
