First Gazette notice for compulsory strike-off: what it means and how to stop it

A "First Gazette notice for compulsory strike-off" means the Registrar of Companies has published a notice saying your company will be struck off the register and dissolved unless cause is shown otherwise. It is a warning, not the dissolution. The company can be struck off not less than two months after the notice is published, and almost always the way to stop it is to file what is missing, usually an overdue confirmation statement or accounts, and reply to the registrar's letters. Once the filings are accepted, Companies House records "Compulsory strike-off action has been discontinued" on the filing history and the notice lapses. If nothing is done, the company is dissolved, its bank account is frozen and anything it owns passes to the Crown. This guide covers why the notice appears, the timeline, how to stop it and what happens if it is too late.

Why the notice was published

The registrar may strike a company off when it has reasonable cause to believe the company is not carrying on business or in operation. GOV.UK gives the indicators it uses: the annual documents, meaning the confirmation statement or accounts, have not been delivered, or the company has no directors. In practice the sequence is a missed filing, then letters to the registered office asking whether the company is still operating, then silence.

That silence is the real cause. A trading company with a registered office at an old flat or a former accountant looks, from Cardiff, exactly like a dead one. The registrar is not judging the business. It is reading the absence of filings and replies.

There are two other grounds. If the registered office is found not to be an appropriate address, Companies House moves the company to a default address and gives it 28 days to provide a proper one; if it does not, strike-off follows. And if the registrar believes the company was registered on a false basis, it can strike it off not less than 28 days after a Gazette notice. We cover the default address route in a separate guide.

The letters before the notice

GOV.UK says the registrar will try to communicate with the company before publishing anything. Those letters go to the registered office. They ask whether the company is still trading and warn that strike-off will follow if there is no reply. If the company replies and brings its filings up to date, nothing further happens. If not, the notice is published and a copy is placed on the company's public record.

The notice does not come as a letter. Most directors find out when a bank, a customer or a credit check flags the entry on the filing history, or when the words appear in an online company search.

The timeline

• Day 0: the first Gazette notice is published in the London, Edinburgh or Belfast Gazette, depending on where the company was incorporated. The filing history shows "First Gazette notice for compulsory strike-off".
• Any time before the strike-off date: filing the outstanding documents, or an objection from an interested party, stops the action. GOV.UK says an objection must be delivered at least two weeks before the date in the notice.
• Not less than two months after the notice: the registrar may strike the company off.
• Dissolution: a further Gazette notice records it. The filing history shows "Final Gazette dissolved via compulsory strike-off". The company no longer exists.

Two months sounds like time. Allow for the fact that accounts have to be prepared, the confirmation statement cannot be filed until every director has verified their identity, and a lost authentication code takes up to 10 working days to replace. Start the week you see the notice.

How to stop it

1. Check the filing history and note exactly what is overdue. Usually it is one confirmation statement, one set of accounts, or both.
2. Reply to Companies House in writing, confirming the company is carrying on business and stating when the outstanding documents will be delivered. Replying promptly is what GOV.UK asks for.
3. File the confirmation statement online. It costs £50 and needs each director's Companies House personal code. If a director has not verified, GOV.UK One Login is the free route, and an Authorised Corporate Service Provider (ACSP) is the route when One Login cannot be used. Vaulex Group is an ACSP.
4. File the accounts. A late filing penalty will follow, from £150 to £1,500 for a private company depending on how late they are, and that is still cheaper than restoration.
5. Watch the filing history. Once the documents are accepted the record will show "Compulsory strike-off action has been discontinued".

If you are not the company but an interested party, for example a creditor, you object instead. Objections go to Companies House with evidence of your interest and must arrive at least two weeks before the date in the notice. An objection suspends the strike-off but does not fix the company's filings, so a company that has been objected to still needs to bring its record up to date or the process restarts.

What happens if the company is struck off

On dissolution the company ceases to exist. GOV.UK says any assets of a dissolved company pass to the Crown as bona vacantia, which means vacant goods. The bank account is frozen, it cannot receive payments, and any money in it passes to the Crown. Contracts, leases, domain names, intellectual property and stock held in the company's name go the same way. A dissolved company cannot chase a debt or defend a claim, and its name becomes available for someone else to register.

If it is already too late: restoration

A former director or member can apply for administrative restoration within six years of dissolution, using form RT01, if the company was carrying on business or in operation when it was struck off. Before applying, every outstanding document must be delivered, every late filing penalty and fine must be paid, and if the company held property at dissolution, a bona vacantia waiver letter from the Crown's representative is needed. Restoration takes effect from the date the registrar confirms it. The company is not charged late filing penalties for accounts that fell due while it was dissolved, but it does pay the ones that were already overdue.

If administrative restoration is not available, for example because the applicant is a creditor, the route is a court order under sections 1029 to 1034 of the Companies Act 2006. Both routes cost more in time and money than the filings that were missed.

Stop the next one before it starts

Almost every compulsory strike-off starts with letters that nobody read. That is a registered office problem. Companies that move their registered office to Vaulex Group have every letter scanned into the Mailroom the day it reaches Vaulex House and sorted into folders, with Companies House mail kept separate from the rest. Their accountant can be given gated access to that folder alone, so the first enquiry letter from the registrar is answered the week it arrives and the Gazette never comes into it.

This guide is general information about the strike-off process, not legal advice. If the company has creditors, employees or an insolvency question, take professional advice before deciding whether to let it go or restore it.

Start when you are ready

Move your registered office to Vaulex House through the Switch at https://vaulex.co.uk/switch/, and every Companies House letter from then on is scanned the day it arrives. If the confirmation statement is one of the missing filings, run the free checker at https://guides.vaulex.co.uk/am-i-affected ("Check my company") to see which directors still need to verify before it can go in.