Shutting down a company

This guide sets out the main steps for shutting down a UK company. It’s aimed at companies with little or no debts that simply need to be closed and removed from the Companies House register.

Below, we’ve listed the main administrative steps required by HMRC and Companies House. There are, of course, other areas to consider, such as employee redundancies, investor communications (particularly if you’ve raised funds under SEIS or EIS), and any legal or company law matters - which should be reviewed with a qualified solicitor.

HMRC

• Deregister from VAT and file your final VAT return
  • If you’re VAT registered, you must cancel your registration and file a final return. Be sure to account for any final invoices or asset disposals.
  • https://www.gov.uk/register-for-vat/cancel-your-registration
• Cease your PAYE registration
  • Inform HMRC that you’re no longer employing staff. Submit final payroll returns (including any P45s or P60s) and settle any outstanding liabilities.
  • https://www.gov.uk/stop-employing-staff
• Submit your final company accounts and tax return
  • HMRC will expect a final set of statutory accounts and a final CT600. Tick the “final return” box when filing. You should also ensure all taxes have been paid before proceeding with strike-off.
  • https://www.gov.uk/guidance/corporation-tax-selling-or-closing-your-company

Companies House

• File a DS01 form to have the company removed from the removed from the Companies House register
  • This should be your final step, once all other matters are settled. After submitting the DS01:
    • Your company bank account will soon be frozen, so ensure all funds are distributed or withdrawn before applying.
    • Any remaining balance after closure will automatically go to the Crown via bona vacantia — a curious quirk of company law still in force today.
  • https://www.gov.uk/government/publications/strike-off-a-company-from-the-register-ds01

Additional Considerations for Tech Founders

• Notify shareholders and investors:

  If you’ve raised funds through SEIS or EIS, investors will need confirmation of the closure for their tax records. Ensure they've received all relevant certificates (e.g. SEIS3/EIS3) before winding down and suggest that they obtain their own tax advice to ensure they've optimised their own tax position.

• Close online subscriptions and SaaS tools:

  Cancel services tied to the business - especially recurring ones (Stripe, AWS, Google Workspace, etc.). These can continue charging if not formally closed.

• Export and back up your data:

  Download important records from tools like Xero, Notion, Slack or any CRMs. Once your accounts are closed, you may lose access to this data.

• Deregister from the ICO (if applicable):

  If you registered with the Information Commissioner’s Office for GDPR/data protection, you should formally deregister:

  https://ico.org.uk/for-organisations/data-protection-fee/how-to-pay/

• Review intellectual property:

  If the company owns IP (codebases, domains, trademarks, etc.), decide what happens to it. You may wish to transfer it to another business or retain it personally.

• Update your website and social profiles:

  If your company has a public presence, consider adding a note about the closure or removing the site altogether.