Companies Act 2006, section 1000

Power to strike off company not carrying on business or in operation

Part 31 Dissolution and restoration to the register

(1)If the registrar has reasonable cause to believe that a company is not carrying on business or in operation, the registrar may send to the company[F1298 a communicationF1298] inquiring whether the company is carrying on business or in operation.

(2)If the registrar does not within [F129914 days of sendingF1299][F1300 the communicationF1300] receive any answer to it, the registrar must within 14 days after the expiration of [F1301that periodF1301] send to the company[F1300 a second communication referring to the first communicationF1300] , and stating—

(a)that no answer to it has been received, and

(b)that if an answer is not received to the second [F1302communicationF1302] within [F130314 daysF1303] from its date, a notice will be published in the Gazette with a view to striking the company's name off the register.

(3)If the registrar—

(a)receives an answer to the effect that the company is not carrying on business or in operation, or

(b)does not within [F130414 daysF1304] after sending the second [F1305communicationF1305] receive any answer,

F1306 the registrar may publish in the Gazette, and send to the company ..., a notice that at the expiration of [F1307 2 months F1307] from the date of the notice the name of the company mentioned in it will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved.

(4)At the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by the company, strike its name off the register.

(5)The registrar must publish notice in the Gazette of the company's name having been struck off the register.

(6)On the publication of the notice in the Gazette the company is dissolved.

(7)However—

(a)the liability (if any) of every director, managing officer and member of the company continues and may be enforced as if the company had not been dissolved, and

(b)nothing in this section affects the power of the court to wind up a company the name of which has been struck off the register.

Read section 1000 in the full Act → Definitions (8) Cases (13)

Definitions used in section 1000

the registrar

(3) In the Companies Acts“the registrar of companies” and “the registrar” mean the registrar of companies for England and Wales, Scotland or Northern Ireland, as the case may require.

Defined in s.1060(3) · see it in the full Act
company

“company” means a company formed and registered under this Act, that is—

(a)

a company so formed and registered after the commencement of this Part, or

(b)

a company that immediately before the commencement of this Part—

(i)

was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

(ii)

was an existing company for the purposes of that Act or that Order,

(which is to be treated on commencement as if formed and registered under this Act).

Defined in s.1(1) · see it in the full Act

(4) In this section and that Schedule “company” includes any body corporate.

Defined in s.1159(4) · see it in the full Act
the Gazette

“the Gazette” means—

(a)

as respects companies registered in England and Wales, the London Gazette,

(b)

as respects companies registered in Scotland, the Edinburgh Gazette, and

(c)

as respects companies registered in Northern Ireland, the Belfast Gazette;

Defined in s.1173(1) · see it in the full Act
the register

(2) The records relating to companies are referred to collectively in the Companies Acts as “the register”.

Defined in s.1080(2) · see it in the full Act
director

In the Companies Acts “director” includes any person occupying the position of director, by whatever name called.

Defined in s.250 · see it in the full Act
officer

“officer”, in relation to a body corporate, includes a director, manager or secretary;

Defined in s.1173(1) · see it in the full Act
member

(2) In sub-paragraph (1) “member” has the same meaning as it has by virtue of section 7(1) of that Act .

Defined in Sch.2 Pt.1 · see it in the full Act
the court

(1) Except as otherwise provided, in the Companies Acts “the court” means—

(a)in England and Wales, the High Court or the county court;

(b)in Scotland, the Court of Session or the sheriff court;

(c)in Northern Ireland, the High Court.

Defined in s.1156(1) · see it in the full Act

(2) The provisions of the Companies Acts conferring jurisdiction on “the court” as defined above have effect subject to any enactment or rule of law relating to the allocation of jurisdiction or distribution of business between courts in any part of the United Kingdom.

Defined in s.1156(2) · see it in the full Act

Cases considering section 1000 (13)

Bridgehouse (Bradford No.2) v BAE Systems Plc

[2019] EWHC 1768 (Comm) · 11 July 2019Defines

Confirms the registrar’s power to strike off a company reasonably believed not to be carrying on business or in operation. (see paras [35], [158]) Applies the registrar’s statutory striking-off procedure. The court relied on the staged notices and response period in concluding that immediate contractual termination on striking off was not draconian. (see paras [7]-[12], [158]-[159])

NGM Sustainable Developments Ltd v Wallis & Ors

[2015] EWHC 2089 (Ch) · 22 July 2015

The court noted that Filterbed’s striking-off under section 1000 meant that it would need to be revived before the proposed rescission could operate. This reinforced the practical difficulty of restoring the parties to their original positions (see para [93]).

Hurstwood Properties (A) Ltd and others v Rossendale Borough Council and another

[2021] UKSC 16 · 14 May 2021

The Registrar’s power to strike off an inactive company supplied one route by which special purpose companies were dissolved and their leases transferred as bona vacantia (see paras [38]; [40]-[42]). Dissolution does not discharge directors or managers from their liabilities or prevent a subsequent winding up. This qualified the legal consequences of the dissolution scheme (see para [38]).

What each judgment says about section 1000 is in the case-law panel in the full Act.

Amendments and notes

11 notes from legislation.gov.uk

Amendments

  1. F1298Words in s. 1000(1) substituted (11.7.2014) by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 2(2)(a)
  2. F1299Words in s. 1000(2) substituted (10.10.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 103(2)(a)(i), 164(1) (with s. 103(5)); S.I. 2015/1689, reg. 4(c)
  3. F1300Words in s. 1000(2) substituted (11.7.2014) by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 2(2)(b)
  4. F1301Words in s. 1000(2) substituted (10.10.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 103(2)(a)(ii), 164(1) (with s. 103(5)); S.I. 2015/1689, reg. 4(c)
  5. F1302Word in s. 1000(2)(b) substituted (11.7.2014) by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 2(2)(c)
  6. F1303Words in s. 1000(2)(b) substituted (10.10.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 103(2)(a)(iii), 164(1) (with s. 103(5)); S.I. 2015/1689, reg. 4(c)
  7. F1304Words in s. 1000(3)(b) substituted (10.10.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 103(2)(b)(i), 164(1) (with s. 103(5)); S.I. 2015/1689, reg. 4(c)
  8. F1305Word in s. 1000(3)(b) substituted (11.7.2014) by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 2(2)(d)
  9. F1306Words in s. 1000(3) omitted (11.7.2014) by virtue of The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 2(2)(e)
  10. F1307Words in s. 1000(3) substituted (10.10.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 103(2)(b)(ii), 164(1) (with s. 103(5)); S.I. 2015/1689, reg. 4(c)

Modifications

  1. C1371Ss. 1000-1002 applied (with modifications) (11.7.2014) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 50 (as amended by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 3(2)(3) and as amended (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 5)