Do I need to pass a resolution in order to dissolve a limited company?



I would like to shut down my limited company. We’ve got four shareholders, and we’re all in agreement that we should dissolve the company. But I do not know whether we actually need to pass a formal resolution to hand in so that we can make everything official. Do you know?




There are a three ways to voluntarily close a limited company, two of which require the passing of a shareholders’ resolution:

  1. Striking off application (Companies House form DS01) - The company must be solvent (able to pay its bills). The application to strike the company off the register must be signed by a majority of the directors. It costs £10 to file the application and it takes 3 months for the company to be struck off, provided no one objects to the application during those 3 months.
  2. Members’ voluntary liquidation - The company must be solvent. If a majority of directors agree to liquidation, the members have to pass a resolution for voluntary winding up at least 5 weeks later. Companies in England and Wales should complete form 4.70 for Companies House; companies in Scotland should complete form 4.25 (Scot) for the Accountant in Bankruptcy.
  3. Creditors’ voluntary liquidation - Proposed by directors of an insolvent company. A minimum of 75% of shareholders must agree to the liquidation by passing a winding-up resolution and appoint an insolvency practitioner to oversee the liquidation.

The simplest way to close a company is option 1, but you must have the agreement of most of the company’s directors.

2 years ago

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