"Winding up" a company that has never traded

"Winding up" a company that has never traded

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Discussion

Landlord

Original Poster:

12,689 posts

256 months

Thursday 2nd October 2014
quotequote all
Right - to start, what will follow will demonstrate what a doofus I am so I offer my apologies now...

I recently returned to contract IT work and, as I'd had a break of a few years, I didn't have a Ltd company. Stuck for inspiration for a name and running out of time I registered a company with the first name that popped in to my head. Wasn't happy with the name but, like I say, I was running out of time.

That night inspiration struck and I thought of a name I wanted so went ahead and repeated the registration process for a new company in the new name.

So. I am currently a director of a company that hasn't, doeasn't and never will trade (the original registered company). I am vastly ignorant of the whole process but I believe I'll be chased to submit audited accounts eventually - so will have to pay an accountant to put a load of zeros in a spreadsheet and submit (a deliberate simplification for comic effect). I'd rather not do this, obviously, so I wondered whether anyone could advise as to what to do next.

Online stuff says about contacting HMRC etc. but as I've never traded, nor registered for VAT and so on, do I still need to?

Anyway, apologies for the thundering ineptitude but all (sensible) advice gratefully received.

Cheers.

s3fella

10,524 posts

186 months

Thursday 2nd October 2014
quotequote all
Why did you not just do a name change, or just change trading styles, ie use a trading name?

You can dissolve your company, CH should be able to provide help on doing so, it will take some time though.

Eric Mc

121,785 posts

264 months

Thursday 2nd October 2014
quotequote all
Change the name. Simplest option.

Landlord

Original Poster:

12,689 posts

256 months

Thursday 2nd October 2014
quotequote all
Yeah - I realise now that changing the name would have been the simplest option but as I mentioned in the OP, I'm a doofus and have already registered the second name (I did so the next day after creating the first). It's only just occurred to me what a knob I was. So, in short, changing the name is not an option and I have to go down the dissolving route. I was really after advice/guidance on what I need to do.

Thanks.

LordHaveMurci

12,034 posts

168 months

Thursday 2nd October 2014
quotequote all
Should cost next to nothing to keep the Company as dormant, I've had one dormant for about 11yrs just in case a good idea comes along that I don't want to put through my existing Company.

Dr Interceptor

7,743 posts

195 months

Thursday 2nd October 2014
quotequote all
Just apply to have it struck off, costs you a tenner.

http://www.companieshouse.gov.uk/infoAndGuide/wind...

Eric Mc

121,785 posts

264 months

Thursday 2nd October 2014
quotequote all
Dr Interceptor said:
Just apply to have it struck off, costs you a tenner.

http://www.companieshouse.gov.uk/infoAndGuide/wind...
Agreed.

If the company has no debts to third parties (HMRC, banks, suppliers, employees etc) then Striking Off is cheap and easy.

Landlord

Original Poster:

12,689 posts

256 months

Thursday 2nd October 2014
quotequote all
LordHaveMurci said:
Should cost next to nothing to keep the Company as dormant, I've had one dormant for about 11yrs just in case a good idea comes along that I don't want to put through my existing Company.
Interesting - I thought you have to submit audited accounts every year regardless. Is this not the case for non-trading companies? How does CH know a company is not trading?

Dr Interceptor

7,743 posts

195 months

Thursday 2nd October 2014
quotequote all
Landlord said:
Interesting - I thought you have to submit audited accounts every year regardless. Is this not the case for non-trading companies? How does CH know a company is not trading?
You will have to submit an annual return every year - this can be done online and costs £15.

Plus you will also need to submit annual accounts, you won't need an accountant though, HMRC make it easy for dormant companies.

See page 10 of this guide, it should answer everything smile

http://www.companieshouse.gov.uk/about/pdf/gba10.p...

Eric Mc

121,785 posts

264 months

Thursday 2nd October 2014
quotequote all
Landlord said:
LordHaveMurci said:
Should cost next to nothing to keep the Company as dormant, I've had one dormant for about 11yrs just in case a good idea comes along that I don't want to put through my existing Company.
Interesting - I thought you have to submit audited accounts every year regardless. Is this not the case for non-trading companies? How does CH know a company is not trading?
Small companies have not been required to submit "audited" accounts since 1991.

ALL limited companies, whether they are trading, non-trading or dormant (dormant is not the same as "non-trading") MUST submit statutory accounts to Companies House within 9 months of the end of the financial year. If they miss that 9 month deadline, they will be charged a £150 penalty. The penalty goes up at three monthly intervals.

Statutory accounts are accounts which have been properly prepared in accordance with the provisions of the 2006 Companies Act. Unless the company really is "dormant", these statutory accounts must comply with formats set out under Company Law. Small companies can submit a low disclosure set of accounts called "Abbreviated Accounts".

A genuinely dormant company can get away with filling in a simple "Dormant Company Accounts" form referred to as a Form AA02.
You need to be 100% sure that the company really is dormant before filing dormant accounts.

Companies House know that a company is trading or non-trading or dormant because the directors of the company have a legal obligation under Company Law to notify them of the company's status.. If you tell them porkies, they will believe the porkies (up to a point) - but you will have committed a criminal offence.

s2kjock

1,677 posts

146 months

Thursday 2nd October 2014
quotequote all
Landlord said:
Interesting - I thought you have to submit audited accounts every year regardless. Is this not the case for non-trading companies? How does CH know a company is not trading?
Only larger companies need audited - a few thresholds that can become complex, but basically if you exceed 2 out of (a) £6.5m of turnover, (b) £3.26m of fixed and current assets, and (c) 50 employees you need an audit. If below, no audit needed. Different rules for certain "specialised" companies, eg certain FCA registered, charities.

Martin4x4

6,506 posts

131 months

singlecoil

33,317 posts

245 months

Thursday 2nd October 2014
quotequote all
Does this mean you are leaving the licensed trade?

Landlord

Original Poster:

12,689 posts

256 months

Thursday 2nd October 2014
quotequote all
singlecoil said:
Does this mean you are leaving the licensed trade?
No... supplementing it! No login name change planned smile

Thanks all for the advice everyone - much appreciated. I'll take a look at the links as well. thumbup