When a company is failing to meet its legal obligations, such as filing annual accounts or confirmation statements, it can face the risk of being struck off the Companies House register. One of the first steps in this process is the issuance of a First Gazette Notice for compulsory strike off. This article explains what a First Gazette Notice is, why it’s issued, and what it means for the future of your company.

What is a First Gazette Notice?

A First Gazette Notice for compulsory strike off is a formal notice published by Companies House in the London Gazette (the official public record of the UK government). It serves as a warning that a company is at risk of being struck off the register and dissolved.

The notice is issued when Companies House believes a company is no longer carrying out business or trading. This usually happens because the company has failed to file its statutory documents, such as:

• Annual accounts
• Confirmation statements
• Other required filings

Once a company is struck off, it ceases to legally exist, and any remaining assets are transferred to the Crown. This process is also known as "bona vacantia."

Why is a First Gazette Notice Issued?

There are several reasons why Companies House may issue a First Gazette Notice, but the most common grounds are:

1. Failure to File Annual Accounts: All limited companies in the UK are required to file annual accounts, even if they are dormant or not actively trading. Missing the filing deadline can trigger a strike-off notice.
2. Failure to Submit a Confirmation Statement: Every company must file a confirmation statement once a year, confirming that the information Companies House holds about the company is accurate. Failure to do so can lead to a First Gazette Notice.
3. No Notice of Company Activity: If Companies House believes a company is no longer carrying out business and no communication or filings have been made, they may initiate strike-off proceedings.

What Happens When a First Gazette Notice is Issued?

Once the First Gazette Notice is published, it serves as a formal warning that the company will be struck off the register in two months if no action is taken. The notice is made public to give the company and its creditors the opportunity to object to the strike-off.

The key steps after the notice is published include:

• Objection Period: During the two-month window, the company’s directors, creditors, banks and HMRC can object to the strike-off by contacting Companies House and providing a valid reason, such as evidence that the company is still trading or has assets that need to be distributed.
• Dissolution: If no objections are raised, the company will be struck off the register after the two-month period. A final Gazette notice is published to confirm the dissolution, and the company is legally dissolved.
• Bona Vacantia: If the company has any remaining assets, they become the property of the Crown. This includes bank accounts, property, and any other company-owned assets.

How to Stop a Compulsory Strike Off

If your company has received a First Gazette Notice, it’s important to act quickly to avoid dissolution. Here are the steps you can take to stop the process:

1. File Outstanding Documents: The easiest way to prevent a strike-off is to file any overdue accounts, confirmation statements, or other documents. Once the filings are up to date, Companies House will typically withdraw the strike-off notice.
2. Contact Companies House: If the company is still active but has not been filing due to an oversight, it’s important to contact Companies House and inform them of your intention to keep the business going. You may need to provide proof of trading or other supporting documents.
3. Object as a Creditor: If you're a creditor of the company and believe the business owes you money, you can file an objection with Companies House, which will halt the strike-off process. This gives you time to recover what you are owed before the company is dissolved.
4. Seek Professional Advice: If you’re unsure about how to proceed or need help preparing the necessary documentation, consulting with an accountant or a legal advisor can help ensure that you avoid the strike-off and any negative consequences.

Consequences of a Compulsory Strike Off

If a company is struck off the register, it ceases to exist as a legal entity. This has several serious consequences:

• Loss of Company Assets: Any assets owned by the company, including cash in bank accounts, property, or intellectual property, are forfeited to the Crown.
• End of Trading: The company can no longer legally trade, and any contracts or business agreements are nullified.
• Director Liabilities: If a company is struck off while it still has outstanding liabilities, directors may be held personally liable for any unpaid debts.
• Creditor Losses: Creditors may lose their opportunity to recover debts, as the company no longer exists to settle outstanding accounts.

Conclusion

A First Gazette Notice for compulsory strike off is a serious matter, signalling that a company is at risk of being dissolved. If your company receives this notice, it’s essential to take swift action to avoid the negative consequences of being struck off. By filing overdue documents, communicating with Companies House, or seeking professional advice, you can protect your business and ensure it remains compliant with legal obligations.

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