Company statuses explained

Every company on the Companies House register has a status. Most are “Active” and most of the rest are “Dissolved”, but the statuses in between, and the route a company took from one to the other, are where a director’s history is written. This guide explains each status and the processes behind it.

Active

The company exists and is not in an insolvency process. “Active” says nothing about whether it trades, files on time or is solvent; a dormant shell and a listed company are both active. Companies House adds a detail to the status in two cases: “Active – proposal to strike off” when a strike-off has been started, and “Active – receiver action” when a receiver has been appointed over some of the company’s property.

Proposal to strike off

Striking off removes a company from the register without an insolvency process. It happens in two ways.

Voluntary strike-off

The directors apply on form DS01. The company must not have traded or changed its name in the previous three months and must not be in an insolvency process or have an arrangement with its creditors. Within seven days of applying, the directors must send a copy of the application to every creditor, employee and shareholder, among others. Companies House publishes a first notice in The Gazette, and if nobody objects the company is dissolved not less than two months later and a final notice is published.

Anyone with an interest may object, and HM Revenue and Customs objects routinely where tax is unpaid or returns are outstanding. An upheld objection shows in the filing history as the strike-off being suspended. The directors may also withdraw the application on form DS02.

Compulsory strike-off

Companies House itself strikes off companies that appear to have stopped operating, almost always because accounts or a confirmation statement are overdue and letters to the registered office have gone unanswered. After its own warnings it publishes a first Gazette notice; if the filings are not brought up to date and nobody objects within two months, the company is dissolved. The filing history records the first notice, any discontinuance, and the final notice.

Dissolved

The company no longer exists. Any property it still held passes to the Crown. Its record stays on the register, with its filing history, for twenty years.

A dissolution without an insolvency process means that no liquidator examined the company’s affairs and no creditor was paid through a formal process. That is unremarkable for a company that had settled its debts. Where creditors were owed money, a strike-off is the reason questions get asked, and a dissolved company can be restored to the register for exactly that purpose: by Companies House’s administrative procedure, within six years, where the registrar struck it off, or by court order.

Liquidation

A liquidator is realising the company’s assets, paying its creditors in the statutory order and bringing the company to an end. There are three kinds:

• a members’ voluntary liquidation, for a solvent company whose directors have sworn a declaration of solvency, where every creditor is paid in full;
• a creditors’ voluntary liquidation, begun by the shareholders’ resolution after the directors have concluded that the company cannot pay its debts;
• a compulsory liquidation, ordered by the court on a winding-up petition.

In an insolvent liquidation the directors file a statement of affairs, and the liquidator reports on the directors’ conduct to the Insolvency Service. When the liquidation ends the company is dissolved.

Administration

An administrator, who must be a licensed insolvency practitioner, has taken control of the company to rescue it as a going concern, or failing that to get a better result for creditors than a liquidation would, or failing that to realise property for secured or preferential creditors. The administrator files proposals and progress reports. An administration ends within a year unless extended, and the company then returns to its directors, enters a voluntary arrangement or a liquidation, or is dissolved. A sale of the business arranged before the appointment and completed immediately after it is a “pre-pack”, and the filings will say so.

Receivership

A receiver has been appointed by a secured creditor over property charged to it. Since 2003, administrative receivership over a whole business has been possible only under older charges, so most receiverships now concern a single property under a fixed charge, and the company itself carries on, shown as “Active – receiver action”.

Voluntary arrangement

The company has agreed a binding deal with its creditors, supervised by an insolvency practitioner, usually to pay a proportion of its debts over several years while it continues to trade. The supervisor files annual reports. If the arrangement completes, the company returns to “Active”; if it fails, a liquidation usually follows.

In a report

A Check the Director report lists every company on the person’s records with its status and the dates the status changed, read against the dates of the person’s appointment. Several of the published criteria are about these transitions: an insolvency during or within twelve months after the person’s office; a strike-off applied for with accounts due or overdue; a strike-off suspended after an objection; three or more dissolutions within twelve months; and leaving office within six months before an insolvency or strike-off. Each is stated as a fact with its source, and the questions section asks what the client might want to know about it.

This guide describes the public record in general terms, for England and Wales unless it says otherwise. It is not legal advice.