Companies Act 2006, section 1003

Striking off on application by company

Part 31 Dissolution and restoration to the register

(1)On application by a company, the registrar of companies may strike the company's name off the register.

(2)The application—

(a)must be made on the company's behalf by its directors or by a majority of them, and

(b)must contain the prescribed information.

(3)The registrar may not strike a company off under this section until after the expiration of [F13152 monthsF1315] from the publication by the registrar in the Gazette of a notice—

(a)stating that the registrar may exercise the power under this section in relation to the company, and

(b)inviting any person to show cause why that should not be done.

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

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

(6)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 1003 in the full Act → Definitions (10) Cases (6)

Definitions used in section 1003

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 registrar of companies

(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
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
prescribed

In the Companies Acts “prescribed” means prescribed (by order or by regulations) by the Secretary of State.

Defined in s.1167 · see it in the full Act
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
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
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 1003 (6)

Stacks Living Limited & Ors v Balvinder Shergill & Anor

[2025] EWHC 9 (Ch) · 3 January 2025

Applies the strike-off procedure to Mr Shergill’s application concerning Stacks. The false declaration that sections 1004 or 1005 did not apply supported the finding that he intended to evade creditors and continue the business through Staffs. (see paras [53]-[59])

IN THE MATTER OF WATERSIDE NURSERY LIMITED AND IN THE MATTER OF SCHEDULE 4 TO THE SMALL BUSINESS, ENTERPRISE AND EMPLOYMENT ACT 2015

[2022] EWHC 327 (Ch) · 16 February 2022Limits

Provides for voluntary striking off. Paragraph 13 of Schedule 4 prevents its use while a share warrant remains outstanding. (see paras [18]; [45])

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

[2021] UKSC 16 · 14 May 2021

The section supplies the alternative route by which directors may apply for a company’s name to be struck off. Its use without notifying the rating authority could engage the statutory offence considered by the court (see paras [39]-[42]). Together with section 1004(1), the subsection meant that even the earliest voluntary striking-off route left at least five months during which rates were intended to accrue without prospect of payment (see para [42]).

What each judgment says about section 1003 is in the case-law panel in the full Act.

Explanatory note

1268.Section 652A of the 1985 Act currently provides that, in certain circumstances, a company may apply to the registrar to be struck off the register. The provision is limited to private companies. This section, in restating that provision, no longer includes the limitation, with the effect that public companies too may now apply for voluntary strike-off.

All the explanatory notes for the Act

Amendments and notes

3 notes from legislation.gov.uk

Amendments

  1. F1315Words in s. 1003(3) substituted (10.10.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 103(4), 164(1) (with s. 103(7)); S.I. 2015/1689, reg. 4(c)

Modifications

  1. C1373Ss. 1003-1011 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 51 (as amended: (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 5(4); (26.6.2020) by The Limited Liability Partnerships (Amendment etc.) Regulations 2020 (S.I. 2020/643), reg. 1(1), Sch. 3 para. 4 (which amending S.I. is revoked (16.2.2021) by S.I. 2021/60, reg. 1(1), 2); and (16.2.2021) by The Limited Liability Partnerships (Amendment etc.) Regulations 2021 (S.I. 2021/60), reg. 1(1), Sch. 3 para. 4 (with reg. 4(2)))

Commencement

  1. I339S. 1003 wholly in force at 1.10.2009; s. 1003 not in force at Royal Assent, see s. 1300; s. 1003 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 1003 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(o) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18) text for certain specified purposes only, see the commentary.