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In the UK, how can a private company exist without registered officers?

A start-up I am interested in following (due to past association with the people involved) has published its First Gazette for Dissolution, which has been suspended.

In the subsequent month since the suspension, each active director has registered their own Termination of Appointment with Companies House, ultimately leaving the company with no active officers, directors or secretaries.

The company has significant debts.

So who is now responsible for the company? Who is responsible for filing taxes or taking the company through a close down?

Answer 6185

By law (Companies Act 2006) you are required to have at least 1 director.

If there is no board which can appoint a director the shareholders may have authority under the company’s articles to appoint directors. So at this point the shareholders are responsible for appointing a new director ASAP.

If a new director isn’t appointed the company will receive a letter from the Companies House with instructions to appoint a new director within a limited time period or face the consequences (e.g. a big fine).

If a director is still not appointed the Companies House will begin the striking off process.


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