How to Properly Close Your UK LTD as a Non-Resident: Form DS01, the Bona Vacantia Trap, and Why HMRC Still Needs to Hear From You

Many non-resident founders open a UK limited company, use it for a while, and then simply stop. They let the mail pile up, ignore the reminders from Companies House, and assume the company will quietly disappear on its own. It will not. An abandoned company keeps accruing filing obligations, late-filing penalties, and — if there is money left in its bank account — a very real risk of losing that money to the Crown. Closing a company properly is a specific legal process, and getting it right protects both the company and you personally.

If your company has stopped trading and you want it gone, the usual route is a voluntary strike off using Companies House form DS01. This is also called "dissolving" the company. Here is what actually happens, what you must do first, and the traps that catch non-resident directors most often.

Can You Even Use the Strike Off Route?

Strike off is only available if your company meets all of these conditions. In the last 3 months, it must not have traded or sold off any stock, and it must not have changed its name. It must not be threatened with liquidation, and it must have no agreements in place with creditors, such as a Company Voluntary Arrangement.

If your company does not meet these conditions — most importantly, if it still owes money it cannot pay — you cannot simply strike it off. You would need to formally liquidate the company instead, which is a different and more involved process.

Close the Company Down Properly First

Before you file anything, you have to close the business down legally. That means dealing with HMRC, any employees, and the company's assets and accounts. This is the step most people skip, and it is the step that causes problems later.

You must send final statutory accounts and a final Company Tax Return to HMRC. You do not file final accounts with Companies House, but HMRC still needs them. When you file, state clearly that these are the final trading accounts and that the company will soon be struck off. Then pay all Corporation Tax and any other outstanding tax owed. If you made a loss in your final year, you may be able to claim terminal loss relief against earlier profits.

If the company ever employed anyone — including you on a payroll — you must tell HMRC that it has stopped employing people and settle any final PAYE and National Insurance.

The Bona Vacantia Trap: Empty the Bank Account First

This is the mistake that costs non-resident owners real money. Any assets still inside the company when it is struck off pass automatically to the Crown under the rule of "bona vacantia" (ownerless property). That includes the balance sitting in your business bank account, and even future payments the company might receive, such as a tax refund from HMRC.

So before you apply, distribute the company's assets properly among the shareholders. Close the bank account, transfer any domain names, and make sure nothing of value is left inside. Once the company is dissolved, you also lose access to its bank accounts entirely — you cannot send or receive money, and the only way to recover anything is to apply to restore the company, which is slow and expensive.

Be aware of the tax on money you take out. Taking assets out can trigger Capital Gains Tax on your personal Self Assessment, though Business Asset Disposal Relief may reduce it. Note one specific rule: if the capital distribution is worth more than £25,000, it is treated as income rather than capital, and you pay Income Tax on it.

Applying With Form DS01

Once the company is genuinely wound down, you apply using form DS01. The form must be signed by a majority of the company's directors. As of 1 February 2026, Companies House reduced the fee: it now costs £18 by paper form, or £13 through the online service — down from £44 and £33 previously. You cannot pay with a cheque drawn on the account of the company you are closing.

Within 7 days of applying, you must send a copy of the application to everyone who could be affected: shareholders, creditors, employees, any pension fund trustees, and any director who did not sign the form. Skipping this is not a technicality — failing to notify the right people is an offence that can lead to a fine and prosecution. Making a dishonest application carries the same risk.

What Happens After You File

Companies House will write to confirm the form was completed correctly. Your request is then published as a notice in The Gazette. If nobody objects within the 2 months stated in the notice, the company is struck off the register, and a second notice confirms it no longer legally exists.

Objections are common where tax is unpaid — HMRC can and does object to strike off applications when returns are outstanding or Corporation Tax is owed. That is exactly why the "close down properly" step comes first.

One last thing: keep your records. Hold on to business documents such as bank statements, invoices and receipts for 7 years after the company is struck off, and keep any employers' liability insurance details if the company had staff.

Have Questions About Your Own Situation?

Closing a company as a non-resident touches Companies House, HMRC, your bank, and sometimes your personal tax position all at once — and the order you do things in matters. If you would like to talk it through, our team at MP Partner is happy to help: no pressure, no hard sell, just clear answers for your specific situation.

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