Can You Just “Let a Company Be Struck Off” by Not Filing at Companies House?

It’s a question we hear surprisingly often: 

“If the company has no assets and isn’t doing anything, can we just stop filing and let Companies House strike it off?” 

While this might seem like an easy way to close a limited company, the short answer is no – this is not a safe or proper approach, and it often causes more problems than it solves. 

Below, we explain how strike‑off actually works, why non‑filing is risky, and what directors should do instead. 

How Companies House strike‑off really works 

There are two ways a company can be struck off the register: 

1. Voluntary strike‑off (applied for by the directors), or 

1. Compulsory strike‑off (initiated by Companies House due to non‑compliance). 

Only the first option gives directors control, certainty, and protection. 

Companies House guidance is clear that voluntary strike‑off is the appropriate route for companies that are dormant or no longer trading and have finished their affairs.  

What happens if you simply stop filing? 

If a company fails to file confirmation statements or annual accounts, Companies House may eventually begin the compulsory strike‑off process. However: 

• This is not automatic 

• It can take many months or even years 

• The company remains legally active (and non‑compliant) in the meantime 

During that period: 

• Late filing penalties can continue to accrue 

• Directors remain legally responsible 

• Prosecution for failure to file remains a possibility 

Crucially, Companies House warns that strike‑off for non‑compliance is not an alternative to properly closing a company.  

Strike‑off does not wipe out liabilities 

A common misconception is that once a company is struck off, its tax or other liabilities simply disappear. 

This is not the case. 

Even if a company is struck off (voluntarily or compulsorily): 

• Outstanding HMRC liabilities remain 

• HMRC or other creditors can object to the strike‑off, or 

• Apply to have the company restored to the register, sometimes years later  

Restoration can result in: 

• Backdated filing obligations 

• Penalties and interest 

• Renewed enforcement action 

This is particularly relevant where corporation tax, VAT, or PAYE filings are outstanding. 

What about companies with no assets? 

Having no assets does not prevent a company from being struck off. 

In fact, a voluntary strike‑off is often ideal where a company: 

• Has ceased trading 

• Has no assets left 

• Has settled all liabilities 

• Is no longer required 

However, directors must ensure all matters are properly concluded before applying. HMRC must be notified, and all interested parties (including shareholders and creditors) must be informed of the intention to strike off.  

Why voluntary strike‑off is the safer option 

Applying for voluntary strike‑off (using form DS01): 

• Keeps directors compliant with their legal duties 

• Avoids unnecessary penalties and enforcement risk 

• Gives certainty over timing 

• Reduces the risk of future restoration 

• Ensures the company is closed cleanly and properly 

The process is straightforward and low‑cost when the company is eligible, and it avoids the risks and stress associated with non‑compliance. 

When strike‑off is not appropriate 

Strike‑off should not be used where: 

• The company cannot pay its debts 

• There are unresolved HMRC issues 

• There are ongoing disputes or investigations 

In those cases, a formal insolvency process (such as liquidation) may be required. Strike‑off is not a shortcut around insolvency rules.  

The takeaway for directors 

While it may be tempting to “do nothing” and hope Companies House strikes the company off, this approach is risky and ill‑advised. 

A voluntary strike‑off, handled correctly, is almost always: 

• faster 

• cleaner 

• cheaper in the long run 

• and far safer for directors 

If you’re unsure whether your company is eligible, take advice before letting non‑compliance build up. 

Thandi Nicholls Ltd
Creative Industries Centre
Glaisher Drive
Wolverhampton
West Midlands
WV10 9TG