Closing a limited company isn't just about stopping trading. You need to file a final CT600, deal with any remaining assets, and formally strike off or dissolve your company. Here's the complete process.
When do companies close?
Directors close companies for many reasons:
- The business is no longer trading
- You're retiring or moving on
- The company has fulfilled its purpose (project companies, SPVs)
- You're restructuring and transferring business to a new entity
- The company has been dormant for years and you're tidying up
Whatever the reason, there's a tax process to follow before Companies House will remove your company from the register.
Step 1: File your final CT600
Before you can close your company, you must file Corporation Tax returns for all outstanding accounting periods — including the final one.
Your final accounting period
Your final accounting period runs from the day after your last filed period ended, up to the date you cease trading (or the date the company is struck off).
Example: Your last filed CT600 covered 1 April 2024 to 31 March 2025. You stop trading on 15 July 2025. Your final CT600 covers 1 April 2025 to 15 July 2025 (3.5 months).
Tell HMRC you're closing
Contact HMRC to tell them your company has ceased trading. They'll update their records and issue a final CT600 notice. Call 0300 200 3410 or write to:
- Corporation Tax Services
- HM Revenue & Customs
- BX9 1AX
What goes on the final CT600
Your final return includes:
- All income up to the cessation date
- All allowable expenses up to the cessation date
- Balancing charges or allowances — capital allowance pools are 'cleared' in the final period
- Disposal proceeds — if you sell or distribute assets, the proceeds are taxable
Capital allowances in the final period
In your final period, you can't claim Annual Investment Allowance on new purchases. Instead:
- Assets sold: Compare sale proceeds to the pool value
- If proceeds > pool value → balancing charge (added to taxable profit)
- If proceeds < pool value → balancing allowance (deducted from taxable profit)
- Assets retained by directors: The market value counts as disposal proceeds
- Assets scrapped with nil value: Full balancing allowance on remaining pool value
Step 2: Pay any Corporation Tax owed
Pay any tax due within 9 months and 1 day of your final accounting period end. Don't wait until the company is struck off — the tax debt doesn't disappear.
If the company can't pay its tax, you may need to consider formal insolvency rather than voluntary strike-off.
Step 3: Deal with company assets
Before closing, you need to deal with remaining assets:
Cash in bank accounts
- Pay any outstanding debts, taxes, and expenses
- Distribute remaining cash to shareholders as a capital distribution
- Close the bank account
Capital distribution vs dividend
If you're distributing assets worth £25,000 or less, you can treat the distribution as a capital payment. The shareholder pays Capital Gains Tax (CGT) — typically 10% or 20% — instead of income tax on dividends.
If assets exceed £25,000, you'll need a Members' Voluntary Liquidation (MVL) to get capital treatment. This costs £2,000-5,000 in professional fees but can save significant tax on larger amounts.
Example: Director has £50,000 retained in the company.
- As dividend: taxed at 33.75% (higher rate) = £16,875 tax
- As capital distribution (MVL): taxed at 20% CGT = £10,000 tax
- Saving: £6,875
Other assets (equipment, vehicles, IP)
Either sell them at market value (include proceeds in the final CT600) or distribute them to shareholders at market value (treated as disposal for capital allowances).
Step 4: Deregister from HMRC
You need to deregister from:
- Corporation Tax — notify HMRC you've ceased trading
- PAYE — if you run payroll, submit your final FPS and file the final P11D
- VAT — if VAT registered, submit a final VAT return and deregister (you'll need to account for VAT on remaining assets)
Step 5: Strike off or dissolve
Two routes to formally close your company:
Voluntary strike-off (DS01)
The cheaper, simpler option. Apply using form DS01 (£33 fee) at Companies House.
Requirements:
- Company has not traded or changed names in the last 3 months
- No outstanding debts, charges, or court proceedings
- All CT600s filed and Corporation Tax paid
- All Companies House filings up to date (Confirmation Statement, accounts)
The company stays on the register for 2 months after the notice is published in the Gazette. If no objections, it's dissolved.
Members' Voluntary Liquidation (MVL)
For companies with significant assets (over £25,000). Requires a licensed insolvency practitioner.
- Directors make a Declaration of Solvency (the company can pay all debts within 12 months)
- Shareholders pass a special resolution to wind up
- A liquidator is appointed to distribute assets and formally dissolve the company
More expensive (£2,000-5,000) but gives capital treatment on distributions over £25,000.
Step 6: Keep records
Even after closing, HMRC requires you to keep company records for 6 years after the relevant accounting period. This includes:
- Annual accounts and CT600 returns
- Bank statements
- Invoices and receipts
- Payroll records
- Board minutes and resolutions
Common mistakes when closing a company
1. Not filing the final CT600
The company must have all CT600s filed before Companies House will accept a strike-off application. Miss this and you'll get penalties from HMRC even though the company has stopped trading.
2. Distributing assets before paying tax
Directors sometimes empty the bank account before filing the final CT600. If there's tax to pay and no funds in the company, HMRC can pursue the directors personally.
3. Forgetting balancing charges
If you take assets out of the company (keep the company laptop, for example), you need to account for this in the final CT600. The market value is treated as a disposal.
4. Not deregistering from VAT
If you don't deregister for VAT, HMRC will keep expecting VAT returns. You'll get automatic penalties for non-filing.
5. Closing before all liabilities are settled
If creditors object during the strike-off notice period, the process is halted. Make sure all debts are paid first.
Filing your final CT600 with Taxpipe
Taxpipe can handle your final CT600 just like any other return. Enter your final period dates, income, and expenses — we'll calculate the tax, generate the iXBRL accounts, and submit to HMRC.
The same £59 one-time fee applies. No special pricing for final returns.
Summary
Closing a limited company properly means: file all CT600s (including the final one), pay outstanding tax, distribute remaining assets, deregister from HMRC services, and apply for strike-off or MVL. Keep records for 6 years.
The most common mistake is trying to close at Companies House before sorting out the tax side. HMRC doesn't forget — and penalties accumulate even after you've stopped trading.
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