An entity that is no longer needed can be struck off, liquidated solvently or, if insolvent, put into a formal insolvency process, and some systems let a company move its legal home without being wound up. Simple strike-off is cheap but has conditions and leaves residual assets to the state; solvent liquidation takes longer, for example because of Germany's one-year blocking period. Re-domiciliation is available into Singapore and between EU Member States, subject to size or form conditions.
Striking off a dormant company
In the UK, a company can apply on form DS01 for GBP 18 to be struck off if, in the last three months, it has not traded, sold off stock or changed its name, and it is not threatened with liquidation and has no creditor arrangements. It is struck off two months after the Gazette notice. Before applying it must notify interested parties and settle its tax, and anything left in the company when it is dissolved passes to the Crown.123
Liquidation and insolvency
A German GmbH in liquidation may distribute remaining assets to shareholders only after its debts are paid or secured and a year has passed since the call to creditors, so a solvent German exit takes at least a year. Where a German company is insolvent or over-indebted, its directors must file for insolvency within three weeks of illiquidity or six weeks of over-indebtedness. A French company in cessation of payments must apply for receivership or liquidation within 45 days.
In India, a liquidator under the Insolvency and Bankruptcy Code must complete liquidation and apply for dissolution within 180 days of commencement, extendable by up to 90 days. A dissolved UAE mainland company is treated as under liquidation and must add those words to its name.45678
Moving a company instead of closing it
Singapore allows a foreign company to transfer its registration and become a Singapore company, including as a variable capital company. It must meet two of three size tests (assets over S$10 million, revenue over S$10 million, more than 50 employees), pass solvency tests and be authorised by its home law to transfer. Within the EU, Directive (EU) 2019/2121 lets limited liability companies convert into a form of another Member State and move their registered office without being wound up, with a pre-conversion certificate from the departure state.9101112
| Market | Route | Key condition or period | Source |
|---|---|---|---|
| United Kingdom | Voluntary strike-off (DS01) | No trading or name change for 3 months; GBP 18; struck off 2 months after Gazette notice | GOV.UK |
| Germany | GmbH liquidation | No distribution until debts settled and one year after the creditor call | GmbHG s73 |
| Germany | Insolvency filing duty | 3 weeks after illiquidity; 6 weeks after over-indebtedness | InsO s15a |
| France | Receivership or liquidation | Apply within 45 days of cessation of payments | Service-Public |
| India | Liquidation under the IBC | Complete within 180 days, extendable by 90 | IBBI |
| Singapore | Inward re-domiciliation | Two of S$10m assets, S$10m revenue, more than 50 staff; solvency | ACRA |
| European Union | Cross-border conversion | Limited liability companies; pre-conversion certificate | Directive (EU) 2019/2121 |
Decisions to make
- Is the company solvent, and are there any assets or refunds still to come?31Strike-off suits empty companies; residual assets pass to the Crown in the UK and a solvent liquidation may be better.
- How long can we wait to return capital to the parent?4A German GmbH cannot distribute before the one-year blocking period ends.
- Could we move the company rather than close and re-form it?91012Singapore allows inward re-domiciliation for larger, solvent entities and the EU allows cross-border conversions of limited liability companies.
- Are there signs of insolvency that start a legal clock?56German and French directors face short statutory deadlines to file.
Documents usually needed
- Board and shareholder resolutions approving closure or transfer
- Final accounts and tax returns, with tax clearance where available
- Creditor and employee notifications
- Strike-off or liquidation application and Gazette notices
- Home-country authorisation and solvency evidence for re-domiciliation
Common mistakes
- Applying for strike-off while the company still holds assets or expects refunds
- Forgetting to notify employees, creditors and pension trustees before a UK strike-off
- Planning a quick German exit without the one-year blocking period
- Assuming any jurisdiction can re-domicile into Singapore without meeting size and solvency tests
Questions businesses ask
What happens to money left in a UK company after strike-off?
It goes to the Crown, including later payments such as tax refunds, and the company would have to be restored to recover it.3
What this guide does not yet confirm
These points need checking with a qualified local professional before you rely on them.
- India's striking-off procedure under the Companies Act and Singapore's striking-off procedure were not confirmed on official pages.
- UAE mainland and free zone deregistration and liquidation procedures (Commercial Companies Law Articles 302 to 334) could not yet be checked; DIFC and ADGM continuation rules were not researched.
- US conversion and domestication under Delaware law and the Saudi liquidation process were not researched.
- Whether the UK has introduced corporate re-domiciliation was not checked.
- The transposition date of Directive (EU) 2019/2121 was not confirmed on the page read.
Sources and review status
Each statement is numbered to the source it was checked against. We use official sources where we can, and each statement says whether it was checked against an official or a secondary source. Sources last checked on 19 October 2026. None of it has been professionally reviewed yet: it is research checked against official and secondary sources by WONE Global, not legal or tax advice.
A UK company can apply to be struck off only if, in the last 3 months, it has not traded or sold off stock and has not changed its name, and it is not threatened with liquidation and has no agreements with creditors such as a company voluntary arrangement; otherwise it must be liquidated. Voluntary strike-off by the company. Solvent companies can instead use a members' voluntary liquidation.
An application to strike off a UK company is made on form DS01 and costs GBP 18; the company is struck off once the 2 months stated in the Gazette notice have passed, and a second Gazette notice confirms that it no longer exists. Voluntary strike-off.
Anything left in a UK company when it is struck off goes to the Crown, including future payments such as tax refunds, and the company must be restored to recover it. Before applying, the company must send a copy of the application to interested parties such as shareholders, creditors, employees and pension trustees, settle its tax and send final accounts and a Company Tax Return to HMRC.
A German GmbH in liquidation may distribute its remaining assets to shareholders only after its debts are paid or secured and one year has passed since the call to creditors was published. Section 73(1) GmbHG (the blocking year, Sperrjahr).
Directors of an insolvent or over-indebted legal entity must file for insolvency without culpable delay, and at the latest three weeks after illiquidity or six weeks after over-indebtedness arises. Applies to members of the representative body or liquidators of legal persons (for example GmbH, AG) and certain partnerships without a natural-person general partner.
Reused from market guide claim de-transactions-014.
A company in cessation of payments must apply for receivership (redressement judiciaire) or liquidation no later than 45 days after cessation of payments, unless a conciliation is under way; the receivership observation period can reach 18 months and the continuation plan can last up to 10 years. Receivership may also be requested by a creditor or the public prosecutor. Outcomes are closure, a continuation plan, a sale of all or part of the business, or liquidation.
Page verified 1 January 2025. Reused from market guide claim fr-transactions-013.
A liquidator must complete liquidation and apply for dissolution within 180 days of the liquidation commencement date, which the Adjudicating Authority may extend by up to 90 days. Section 54(1) of the IBC as amended by the IBC (Amendment) Act 2026.
Commencement on 26 May 2026 assumed from S.O. 2625(E). The amending Act also enables group insolvency rules (new section 59A; group linked by control or 26% or more of voting rights). Reused from market guide claim in-transactions-016.
A dissolved UAE mainland company is considered to be under liquidation and must add the words 'under liquidation' to its name. Companies under the Commercial Companies Law. The causes of dissolution and the liquidation procedure (Articles 302 to 334) could not yet be checked.
Read from the 2021 text as reproduced by a free zone authority. The UAE Legislation Portal records one later amendment to the law, reported by a secondary source as Federal Decree-Law No. 20 of 2025, which was not reviewed; confirm the current article.
A foreign company can transfer its registration to Singapore (re-domiciliation), becoming a Singapore company that must then meet the same requirements as a local company; it can also re-domicile as a variable capital company. Inward re-domiciliation through a registered corporate service provider.
To re-domicile into Singapore a foreign entity must meet two of three size criteria: total assets over S$10 million, annual revenue over S$10 million, or more than 50 employees. Parent companies are assessed on a consolidated basis and subsidiaries on a standalone basis. The entity must also be authorised to transfer under its home law, have passed its first financial year end and apply in good faith.
A foreign entity re-domiciling into Singapore must be able to pay its debts as they fall due in the 12 months after applying, have assets at least equal to its liabilities, and not be in liquidation, judicial management or similar proceedings. An entity planning court restructuring or judicial management after registration need not meet the financial tests but must meet the others.
Under EU company law as amended by Directive (EU) 2019/2121, a limited liability company can carry out a cross-border conversion, changing to a legal form of the destination Member State and transferring at least its registered office there without being dissolved or wound up and while keeping its legal personality. Limited liability company types listed in Annex II of Directive (EU) 2017/1132. The departure Member State issues a pre-conversion certificate attesting compliance (Article 86m).
The transposition date was beyond the portion of the page read.
Questions on this topic
12 statements on closing, liquidating or moving a company
