Notice Of Intent To Dissolve Template for England and Wales

When you decide to close your company in England and Wales, filing a Notice of Intent to Dissolve with Companies House is a critical legal step that formally begins the dissolution process. This statutory document serves as public notice of your intention to wind up the company and remove it from the official register, ensuring all stakeholders are properly informed and given opportunity to respond.

When do you need this document?

You need a Notice of Intent to Dissolve when your company has genuinely ceased trading and you want to formally close it down through the voluntary striking off procedure. This applies when your company has stopped conducting business activities, has settled all its debts and obligations, and no longer serves any commercial purpose. The notice is also required if you're consolidating multiple dormant companies within a group structure, or if you've completed a specific project and the company was established for a limited purpose. You cannot use this procedure if your company has traded or changed its name in the three months prior to application, has outstanding liabilities, or is subject to insolvency proceedings.

Key legal considerations

The most critical aspect of filing this notice is ensuring complete accuracy in your statutory declarations, as false statements can result in criminal liability and director disqualification. You must confirm that the company has no outstanding debts, has not traded within three months of the application, and that all assets have been properly distributed or transferred. The notice triggers a mandatory three-month objection period during which creditors, members, or other interested parties can prevent the dissolution by filing objections with Companies House. You're also required to notify all shareholders, creditors, and employees before filing, and failure to do so can invalidate the entire process. Additionally, any company assets that remain undistributed at the time of dissolution will pass to the Crown as bona vacantia, so proper asset distribution is crucial.

Legal requirements in England and Wales

Under the Companies Act 2006, specifically sections 1003-1005, the Notice of Intent to Dissolve must include specific mandatory information including the company's full legal name, registration number, and registered office address. Directors must provide statutory declarations confirming the company's trading status and debt position, and these declarations carry criminal liability if found to be false. The notice must be accompanied by the prescribed fee and filed using the official DS01 form available from Companies House. Once filed, Companies House will publish the notice in the Gazette, starting the three-month objection period. If no valid objections are received, the company will be struck off the register and dissolved, with a final notice published in the Gazette. You must also ensure compliance with any sector-specific regulations that may apply to your company type, and consider tax implications including final corporation tax returns and any capital gains obligations.