Updated: 20 March 2026
If you’ve noticed the status, Active Proposal to Strike-Off, on your Companies House record, you are likely feeling a mix of confusion and urgency.
It can be an overwhelming situation, as you are now in a high-stakes legal window. But, regardless of the cause, you can navigate this with confidence with the correct information.
Read our straightforward breakdown of what an Active Proposal to Strike-Off is, what it means for your business, and how you can keep control of the situation as you move forward.
What does Active Proposal to Strike-Off mean?
An Active Proposal to Strike-Off is a formal notice that a limited company is in the process of being dissolved and removed from the Companies House register. This status is triggered either voluntarily by Directors filing a DS01 form or involuntarily by Companies House due to non-compliance, such as failing to file annual accounts.
| Company Status | Legal meaning | Ability to trade |
|---|---|---|
| Active | The company is compliant and fully operational.. | Fully permitted. |
| Active Proposal to Strike-Off | The dissolution process has been initiated and advertised. | Limited to winding up affairs. |
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What does striking off mean?
Striking off is the legal process of removing a limited company from the official Companies House register. Once a company is struck off, it ceases to exist as a legal entity and can no longer trade, own assets, or enter into contracts.
While it’s simple on the surface, you need to be aware of multiple factors, as the situation can become complex and challenging to manage.
The Gazette notice
When the striking-off process begins, it triggers a “First Gazette Notice.” This is a public advertisement in The Gazette (the UK’s official public record), alerting creditors and stakeholders that the company will be dissolved in two months unless an objection is lodged.
Voluntary vs involuntary strike-off
A company can be struck off for several voluntary reasons:
- Retirement: The Director plans to retire and wants to dissolve the company.
- Dormancy: The company has always been dormant, and the Director has no use for it.
- No viable future: The Director believes closing is the best option for a stagnant company.
- New ventures: The Director wants to “clean the slate” to start a new business idea.
However, a strike-off can also be forced upon a company if:
- Failure to file accounts: If the Director has failed to file company accounts or confirmation statements.
- No Director in place: If the company no longer has an appointed Director.
Find out more: A Guide to Voluntary Liquidation vs Strike-Off
What is an Active Proposal to Strike-Off?
The term specifically refers to the legal window between the intent to close being filed and the final dissolution of the company. As our experts at Clarke Bell explain, an Active Proposal to Strike-Off can be a voluntary or involuntary process.
The voluntary process
When the process is voluntary, the active proposal begins when the company Directors petition the shareholders to close the limited company.
- The vote: Shareholders must vote on whether the company should be struck off. If the majority votes in favour, the process is set into motion.
- Notification period: Once the proposal is passed, a 4-week period is granted to ensure all shareholders are formally notified.
- Filing the DS01: After this 4-week window (and provided there are no internal objections), the Directors must submit Form DS01 to Companies House within two months. They must also inform all creditors and interested parties of the decision to dissolve.
The compulsory process
In an involuntary (compulsory) strike-off, Companies House initiates proceedings because the company has failed to meet its legal obligations, such as filing annual accounts. In these cases, the active proposal is a warning that the Registrar intends to forcibly dissolve the company.
The process and 2-month timeline
Whether the process is voluntary or compulsory, a countdown begins once the notice appears in The Gazette.
- Notification: Shareholders are notified (voluntary) or warning letters are sent (compulsory).
- Publication: The First Gazette notice is published.
- The objection window: A 2-month period follows during which any interested party can object to the closure.
- Dissolution: If no objections are made, the company is struck off.
Active Proposal to Strike-Off vs Strike-Off Suspended
If a creditor or HMRC objects during that two-month window, the status changes from Active Proposal to Strike-Off Suspended. This means the dissolution is paused until the objection is resolved.
Find out more: How Long Does it Take to Strike-Off a Company?
How to stop a compulsory strike-off
If Companies House has initiated a strike-off against your wishes, you must act immediately to stop an Active Proposal to Strike-Off.
To stop the process, you must usually prove the company is still carrying on business by:
- Filing the overdue CS01 (Confirmation Statement).
- Submitting all outstanding annual accounts.
- Updating the Registered Office address if communication was missed.
Ignoring a compulsory strike-off notice is risky. While it might seem like an easy way to close a company for free, it can lead to Director disqualification and personal liability for debts if the process is deemed an attempt to avoid creditors.
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What if my company has assets?
Before a company is struck off, all assets and liabilities must be dealt with.
Any assets remaining in the company at the moment of dissolution (cash in bank, property, equipment) legally pass to the Crown, known as Bona Vacantia. To avoid losing your hard-earned assets, you must distribute them before the strike-off completes.
The £25k threshold and MVL
If your solvent company has assets worth over about £25,000, a simple strike-off is often the wrong choice. In these cases, a Members’ Voluntary Liquidation (MVL) is a much more tax-efficient route, allowing you to treat distributions as capital rather than income.
Closing an insolvent company: Debts and creditor objections
If your company owes money, an Active Proposal to Strike-Off is likely to be blocked.
HMRC is the most frequent objector to strike-offs. They will suspend the process if there are unpaid taxes (VAT, Corporation Tax) or if the company has an outstanding Bounce Back Loan, and they may use this period to investigate the Director’s conduct.
If your company is insolvent, a Creditors’ Voluntary Liquidation (CVL) is the often correct legal path. This voluntary process is handled by a licensed Insolvency Practitioner, protecting you from accusations of “debt-dumping” and ensuring debts are dealt with correctly.
Find out more: Does a Company in Liquidation Still Exist?
Clarke Bell is here to help
Whatever your situation, Clarke Bell is here to help you navigate the complexities of company closure.
It may be that dissolution or liquidation, whether an MVL or CVL, is the right route for your company. Clarke Bell has a team of experts equipped to handle all situations and achieve the best possible outcome. To see how we can help, why not get in touch today?
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