Self-Employment Guides UK — Tax, Business Setup, and Running Your Own Business

How to Close a Limited Company UK — Striking Off, MVL & Dissolution

How to close a limited company in the UK, including striking off, Members' Voluntary Liquidation, informal winding down, tax implications, and the steps involved.

By PocketWise · · 4 min read

Self-employment tax and business information is based on current HMRC rules. This is not tax or accounting advice. Consider consulting a qualified accountant for your specific circumstances.

If you are deciding whether to incorporate, how to pay yourself, and how to stay compliant as a director, start with the Limited Company Hub.

Whether you’re retiring, changing structure, or simply finished trading — here’s how to close your limited company properly.

Options for Closing a Company

Method Best for Cost Time
Voluntary striking off (DS01) No debts, assets under £25,000, not traded for 3 months £10 3–6 months
Members’ Voluntary Liquidation (MVL) Solvent company with assets over £25,000 £2,000–£6,000+ 3–12 months
Informal wind-down Gradually cease trading, pay debts, extract funds as dividends Low Varies
Creditors’ Voluntary Liquidation (CVL) Company can’t pay its debts £3,000–£7,000 6–18 months
Make company dormant Want to keep the company but stop trading Free (just file dormant accounts) Ongoing

Voluntary Striking Off (Dissolution)

When to Use It

Suitable NOT suitable
Company has no debts Company has outstanding debts
Company has not traded in the last 3 months Company is still trading
Assets are under £25,000 Assets over £25,000 (use MVL instead)
No pending legal action Company is subject to legal proceedings
Not currently being wound up Already in formal insolvency process

Steps

Step Action
1 Stop trading — cease all business activities
2 Settle all debts — pay creditors, HMRC, employees
3 File any outstanding accounts and tax returns
4 Distribute remaining assets to shareholders (up to £25,000 = capital distribution)
5 Close the business bank account
6 Submit DS01 form to Companies House (£10 fee)
7 Notify within 7 days all interested parties: HMRC, employees, shareholders, creditors, pension providers
8 Companies House publishes notice in The Gazette
9 2-month waiting period for objections
10 If no objections, company is struck off and dissolved

Tax on Final Distribution (Striking Off)

Distribution amount Tax treatment
Up to £25,000 Treated as capital — taxed at CGT rates (10% or 20%)
Over £25,000 Excess treated as dividend income — taxed at up to 39.35%
With Business Asset Disposal Relief 10% CGT rate on qualifying gains (lifetime limit £1 million)

Members’ Voluntary Liquidation (MVL)

When to Use It

Situation Why MVL
Company has more than £25,000 in assets Distributions taxed at 10% CGT (with BADR) rather than dividend rates
Significant retained profits £50,000+ of retained profits makes the tax saving meaningful
Director retiring or closing down Clean, formal process to wind up affairs
Multiple shareholders Professional distribution ensures fairness

How It Works

Step Action
1 Directors make a Declaration of Solvency (company can pay all debts within 12 months)
2 Shareholders pass a special resolution to wind up the company
3 Appoint a licensed insolvency practitioner as liquidator
4 Liquidator takes control of the company
5 All debts are paid
6 Remaining assets distributed to shareholders as capital
7 Liquidator applies to Companies House for dissolution
8 Company is struck off

MVL Costs

Item Typical cost
Insolvency practitioner fee £2,000–£6,000+ (depends on complexity)
Final accounts preparation £500–£1,500 (your accountant)
Companies House filing Included in IP costs
Statutory advertising Included in IP costs

Tax Savings — MVL vs Striking Off vs Dividends

Retained profits Dividend tax (higher rate) Capital gains (with BADR) Tax saving with MVL
£25,000 ~£8,400 ~£2,500 ~£5,900
£50,000 ~£17,000 ~£5,000 ~£12,000
£100,000 ~£34,000 ~£10,000 ~£24,000
£200,000 ~£68,000 ~£20,000 ~£48,000

Illustrative — assumes higher-rate taxpayer, BADR at 10%, annual CGT exemption used elsewhere. Actual savings depend on individual circumstances.

Business Asset Disposal Relief (BADR)

Feature Detail
What it does Reduces CGT to 10% on qualifying disposals (up to £1 million lifetime)
Qualifying conditions You must: be an officer or employee, hold at least 5% of shares and 5% of voting rights, have held them for at least 2 years before distribution
Lifetime limit £1 million of qualifying gains
How to claim Via your Self Assessment tax return for the year of distribution

Checklist Before Closing

Item Detail
File all outstanding accounts Annual accounts up to date with Companies House
File all corporation tax returns All CT600s filed with HMRC
Pay all corporation tax Including tax on final year profits
File final VAT return And deregister for VAT
Settle all debts Creditors, loans, HMRC
Final payroll Pay final salaries, file final FPS and EPS
P45s issued To all employees (including yourself)
PAYE scheme closed Notify HMRC
Cancel business insurance Or transfer
Close business bank account After all transactions are settled
Notify HMRC Corporate tax, VAT, PAYE
Notify Companies House DS01 or MVL
Keep records 6 years after the company is dissolved

Common Mistakes

Mistake Consequence
Distributing more than £25,000 without an MVL Excess taxed as dividends, not capital gains
Not filing final accounts/tax returns HMRC penalties, Companies House penalties, objection to striking off
Not paying outstanding HMRC debts HMRC can object to striking off
Not informing all interested parties within 7 days Fine of up to £5,000 per offence
Making false Declaration of Solvency Criminal offence — if debts can’t actually be paid
Not claiming BADR Missing out on 10% CGT rate
Forgetting to deregister for VAT Continued VAT obligations
Not keeping records after dissolution HMRC can still enquire for several years

Sources

  1. Companies House
  2. GOV.UK — Set up a limited company