Intention To Dissolve Notice Template for England and Wales

An Intention To Dissolve Notice is a mandatory legal document you must file when your company decides to voluntarily terminate its existence through the strike-off procedure in England and Wales. This notice formally declares your company's intention to dissolve and confirms that it meets the statutory requirements for voluntary dissolution under the Companies Act 2006.

When do you need this document?

You need this notice when your company has ceased trading and you want to formally wind up the business without going through expensive liquidation proceedings. The document is required for dormant companies that no longer conduct business activities, companies that have completed their purpose and wish to close down, or businesses where directors have decided to retire or pursue other ventures. You must file this notice before submitting Form DS01 to Companies House to begin the strike-off process. The notice is also necessary when your company has been inactive for an extended period and you want to avoid ongoing filing requirements and potential penalties.

Key legal considerations

Before filing your Intention To Dissolve Notice, you must ensure your company has completely ceased trading and has no outstanding liabilities or assets to distribute. All directors must agree to the dissolution, and you cannot proceed if the company has been involved in any insolvency proceedings within the previous three months. You must settle all debts and liabilities, including tax obligations with HMRC, before initiating the process. The company must not have changed its name in the previous three months, and there should be no pending legal proceedings involving the company. You also need to consider the implications for any existing contracts, leases, or ongoing business relationships, as dissolution will terminate these automatically.

Legal requirements in England and Wales

Under the Companies Act 2006, specifically Sections 1003-1011, you must comply with strict procedural requirements when filing your Intention To Dissolve Notice. The notice must include your company's full registered name, company number, and registered address, along with a formal declaration that the company intends to dissolve. You must obtain authorization from the majority of directors and confirm that the company has ceased all trading activities. The Companies Act 2006 Section 1169 requires proper communication and notice procedures, while the Insolvency Act 1986 mandates verification that no insolvency proceedings are pending. You must also comply with the Company Names and Trading Disclosures Regulations 2015 regarding naming conventions during dissolution, and the Companies Trading Disclosures Regulations 2008 for information disclosure requirements. Directors must ensure they understand their ongoing responsibilities under the Company Directors Disqualification Act 1986 throughout the dissolution process.