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PRACTICE NOTES
It is possible to strike off a company pursuant to Part 31 of the Companies Act 2006 (CA 2006) either: • voluntarily, by the company’s directors, or • by the Registrar of Companies (the Registrar) pursuant to its powers to strike off a company This note summarises the voluntary strike off process. For details on the Registrar's powers to strike off a company, see Practice Note: The Registrar's powers to strike off a company. Why apply for striking off and dissolution? Any company can apply to Companies House to be struck off the register of companies and dissolved. Some of the most common reasons why a company may wish to be struck off and dissolved are: • it is no longer in business or operation • it has fulfilled the purposes for which it was incorporated, or • its parent company is carrying out a reorganisation of its group structure and wants to strike off and dissolve that company, perhaps together with other subsidiaries When is voluntary striking off suitable? The strike
CHECKLISTS
This Checklist sets out the matters to be considered and steps to be taken in order to voluntarily strike off and dissolve a company. Step Notes/Resources Tick box when step complete or matter considered Preparing for voluntary strike off and preliminary checks Check that the company has not at any time in the previous three months:(1) changed its name(2) traded or otherwise carried on business(3) made a disposal of property for value where it held that property for the purpose of making a disposal for gain in the ordinary course of business, or(4) engaged in any other activityunless it carried out any of the above activities for the purpose of making the striking off application, concluding the affairs of the company or complying with a statutory requirement (such as filing the company's accounts or confirmation statement).Where the company has carried out an activity that does not fall within one of the exceptions, it will not be permitted to make an application for voluntary strike off until the requisite period of three months has passed. CA
FLOWCHARTS
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GLOSSARY
Voluntary waste describes deliberate or reckless acts by a tenant or other limited owner that physically damage, devalue or substantially alter land or buildings, going beyond any rights granted by the lease or other instrument. It typically covers positive acts (such as demolition, removal of fixtures, felling timber or significant structural alterations) rather than mere neglect, which is usually classed as “permissive waste”. In England and Wales and Northern Ireland, voluntary waste is principally a common law concept developed in case law on landlord and tenant and on life interests and trusts of land. It is relevant when assessing breaches of repairing covenants, forfeiture, damages, injunctions and duties of trustees or life tenants. In Ireland, the concept is similarly rooted in common law and equity, and informs remedies for breach of covenant and duties of life tenants and trustees. In Scotland, the same conduct is addressed through rules on a tenant’s or liferenter’s obligations to maintain, not materially alter or damage heritable property; although the term “voluntary waste” is less commonly used, the underlying idea is closely analogous.
GLOSSARY
The non-court based process by which a company's assets are realized for the benefit of its creditors.
PRACTICE NOTES
There are two principal ways for an offeror to implement a public takeover of an English company: • an offeror may make a takeover offer to shareholders of the offeree for all the shares in its equity share capital (or for a class of its shares), as described in section 974 of the Companies Act 2006 (CA 2006), or • by means of a scheme of arrangement under Part 26 CA 2006, which involves the offeree company proposing a scheme to its shareholders and/or creditors Offers and schemes are both subject to the City Code on Takeovers and Mergers (Code), although the two processes differ in some fundamental respects. This Practice Note focuses on takeovers structured as contractual offers, including offers for part only of an offeree's share capital. For information on schemes of arrangement, see Practice Notes: Schemes of arrangement—nature and key statutory requirements and Schemes of arrangement—advantages and disadvantages. The contractual nature of a takeover offer Offer A takeover offer proceeds upon normal contractual principles. The offer is made to offeree shareholders in an offer
PRACTICE NOTES
This Practice Note considers employment law issues that may arise in relation to volunteers and voluntary workers, undertaking voluntary or charity work. It looks at the recruitment of volunteers (in particular criminal record checks and immigration issues), agreements with volunteers, the national minimum wage, equality and prohibited conduct, data protection and health and safety. Generally, an individual is understood to be a volunteer if they are not obliged to work but agree to perform work for which they are not paid. Without consideration, there can be no contract (whether as an employee or as a worker). However, volunteers may be reimbursed expenses that they have genuinely incurred without losing their status as a volunteer. As a volunteer, an individual can come and go as they please. Volunteer roles can often be ill-defined and, if some consideration can be found, an individual and the organisation for which they carry out that role may find that the 'volunteer' role amounts to one as a 'worker' or an 'employee', thus acquiring statutory employment rights. In February 2026, the government published its response
NEWS
Law360: A Black Christian housing support officer was not harassed by a colleague's 'lighthearted' comment about a Voodoo doll, an employment tribunal has ruled when it rejected his claim of racial and religious discrimination.
NEWS
The Vote Reporting Group, supported by the Financial Conduct Authority (FCA), has published a feedback statement outlining the implementation of a new voluntary vote reporting template. The template, to be owned by the Pensions and Lifetime Savings Association (PLSA), aims to standardise how asset managers report voting activities to asset owners. Firms are not required to take any immediate action regarding their vote reporting. The PLSA will merge elements of its existing template with the Vote Reporting Group's template to create a consolidated reporting framework. The framework complies with Department for Work and Pensions (DWP) statutory guidance and is expected to become operational in early 2026. The PLSA will publish supporting guidance later in 2025 to assist firms with implementation.
GLOSSARY
An organisation such as the Investment Association (IA), the lifetime-savings-association'>Pensions and Lifetime Savings Association (PLSA) (formerly the National Association of Pension Funds (NAPF)), Institutional Shareholder Services (ISS) or the Pensions & Investment Research Consultants (PIRC) which assists and supports institutional investors in achieving the objectives of good stewardship.
PRACTICE NOTES
Decisions from creditors in formal insolvency procedures are required for a variety of reasons, including the appointment of an office-holder and statutory requirements. The Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024 provide a revised scheme for decision-making in all insolvency procedures. The detailed provisions for decision-making are set out in IR 2016, SI 2016/1024, Pt 15. The most significant change to the decision-making process, and that which has had most impact on insolvency practitioners (IPs), is that physical meetings are no longer the primary method of engaging with creditors. A deemed consent procedure and qualifying decision procedures are used as alternatives to a physical meeting in the first instance. For further reading, see Practice Note: The decision-making procedures and deemed consent. This Practice note focuses on creditor voting and decision-making in relation to the appointment of a liquidator in compulsory liquidation and creditors’ voluntary liquidation (CVL), the consideration of an administrator’s proposals for achieving the purpose of administration, the extension of a moratorium under Part A1 of the Insolvency Act
PRACTICE NOTES
This Practice Note outlines the voting procedure for voting at UK-listed public companies. It covers ownership and voting at such companies, examining the participants involved (such as custodian banks, proxy agents and institutional investors) and the relevant laws, regulations and guidelines (including the UK Corporate Governance Code (UKCG Code), the Stewardship Code and institutional investor guidelines) that apply. It includes a specimen timetable in relation to voting at the annual general meeting (AGM) of a listed public company and highlights recent trends and developments. Ownership and voting at the modern listed public company According to the Office for National Statistics (ONS), shares in quoted UK domiciled companies listed on the London Stock Exchange (LSE) were worth a total of approximately £2.17 trillion at the end of 2020. The ONS breaks down ownership of the market as follows: • 'rest of the world': 56.3% • UK individuals: 12% • unit trusts: 7.4% • other financial institutions: 12.8% • insurance companies: 2.5%, and • pension funds: 1.8% Other shareholders included: • investment trusts: 1.0 % • charities, churches, etc: 0.9%