Strike-Off and Restoration: DS01 vs Compulsory

Most write-ups treat strike-off and restoration as separate topics. They're the same problem read forwards and backwards, and the trap that links them is bona vacantia.

Voluntary strike-off using form DS01

DS01 is the voluntary route to dissolve a company under s.1003 of the Companies Act 2006. Signed by a majority of directors, filed online for £33 (paper £44 since the 1 May 2024 fee uplift). The Registrar publishes a notice in the relevant Gazette, runs a two-month objection window, then strikes the company off.

Eligibility is narrower than people think. Under s.1004-1005 you can't apply if, in the previous three months, the company has:

• Traded or otherwise carried on business.
• Changed its name.
• Disposed of property or rights it would normally have traded.
• Engaged in any activity except what's necessary to wind itself up (settling debts, filing accounts).

It can't be used if the company is subject to insolvency proceedings or a s.110 reconstruction. Within seven days of filing DS01, you must notify all 'interested parties': members, creditors, employees, HMRC, pension trustees. Skipping HMRC is the most common slip. They object, the strike-off pauses, the clock resets.

When Companies House strikes a company off compulsorily

The Registrar can strike a company off under s.1000 (not carrying on business or in operation) or s.1001 (defunct on liquidation). In practice the trigger is almost always missed filings: accounts, confirmation statement, or both. The Registrar writes, waits, writes again, publishes a Gazette first notice, waits two months, and strikes.

For the path from missed filings to dissolution, see what happens when a confirmation statement is overdue. The compulsory route is free and effortless for the directors, which is exactly why it leads to the worst outcomes.

What happens to assets on dissolution

Any asset still held by the company at the moment of dissolution vests in the Crown as bona vacantia under s.1012. In England and Wales that means the Bona Vacantia Division. In Scotland, the King's and Lord Treasurer's Remembrancer. In Northern Ireland, the Crown Solicitor.

The most common loss is cash in a bank account. The bank freezes the account on dissolution and the balance becomes Crown property. Recovering it requires either restoration plus closure, or a waiver letter, which the Treasury Solicitor will sometimes issue for small balances and sometimes not. Don't rely on it.

Property, intellectual property and unpaid debtor ledgers go the same way. We've seen DS01 filings on companies still holding leasehold premises and trademarks. The directors didn't know they owned them, and the Crown ended up with them.

Administrative restoration: who qualifies

Administrative restoration under s.1024 is the cheaper, faster route. It's only available if all four conditions are met:

• The company was struck off compulsorily by the Registrar (not by DS01).
• The application is within six years of the date of dissolution.
• The company was carrying on business at the date of strike-off.
• All outstanding filings and late-filing penalties are brought up to date as part of the application.

You apply on form RT01. The fee rose from £100 in 2024; check the current figure. At the time of writing it's £468. Add the cost of overdue accounts, CS01s, and any late-filing penalty arrears. On a company three years overdue with two sets of unfiled accounts, that backlog can quickly exceed £2,000 before you've touched legal costs. See how Companies House late filing penalties work for the bands; penalties accrued during dissolution don't disappear.

Court-ordered restoration

Court restoration under s.1029 is required when administrative restoration isn't available:

• The company was voluntarily struck off (DS01).
• More than six years have passed.
• The strike-off needs reversing to pursue or be pursued for a claim. Personal injury claims, in particular, have no time limit on restoration.
• You need to recover an asset that has gone to the Crown.

The longstop is generally six years from dissolution, with PI claims an exception. Expect £300 to the Treasury Solicitor for the Registrar's costs, plus court fee, plus legal fees. A straightforward application runs £2,000-£4,000 all in; contested applications more.

Costs, timelines and bona vacantia

A side-by-side, for the back of an engagement letter.

One tax point that catches people: s.1030A CTA 2010 caps the tax-free capital distribution on informal winding-up at £25,000. Above that, distributions are taxed as income. If a client has more than £25,000 to extract, a Members' Voluntary Liquidation is usually the right answer, not DS01.

Stopping a strike-off in progress

If the Registrar has published a first Gazette notice for compulsory strike-off, you have the objection window to file the missing accounts and CS01 and write to Companies House asking them to discontinue. Most are discontinued on receipt of the outstanding filings. Miss it, and you're into restoration territory.

ECCTA s.94 also reinforces the Registrar's discretion to refuse a DS01 strike-off where there are suspicious grounds, typically attempted use of dissolution to evade creditors. Directors who sign a DS01 knowing it shouldn't be filed commit an offence under s.1006, up to seven years on indictment. It's not a victimless form.