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HMRC internal manual

Company Taxation Manual

Particular topics: company dissolution: distributions in anticipation of dissolution: introduction

Companies that cease business may wish to save the costs etc involved in the  winding-up procedure under the Insolvency Act 1986.  They can do this by either:

  • asking the Registrar of Companies to strike the company off the Companies Register and dissolve it under CA06/S1000,


  • becoming inactive and waiting to be so struck off and dissolved.

Dissolution under S1000 is not a winding-up.  See CTM36105.

Such companies normally pay off their creditors and distribute the remaining assets to their shareholders.  As there is no winding-up, CTA10/S1030 does not apply and these distributions normally fall within CTA1000(1) B and G (see CTM15250 and CTM15350). But CTM36220 to CTM36240 explain circumstances, originally by concession but now under statute, in which CT distribution treatment does not apply.

Where a company other than one having a share capital proposes to distribute its assets and seek or await striking off, the case should be submitted to CTIS (Technical).

Where notification is received that a company may be struck off the Companies Register, see INS2101 onwards, INS2303 and INS6104.