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Consider the following hypothetical scenario. Person A starts a limited liability company B in the UK, registered in England and Wales, through Companies House. Company B has expenses and some income, but overall makes a loss. Person A decides to close the company before the first anniversary and the company is struck off the register.

Because the company is closed, person A has difficulty filing annual accounts with Companies House and a corporation tax return with HMRC. I was unable to find guidance on UK government websites about this situation. Does company B need to file corporation tax with HMRC and annual accounts with Companies House? Does person A need to declare or pay income tax on the company's trading loss?

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    Side-note: you should also be aware that the company has to cease most types of activity for at least 3 months before applying for voluntary strike off in order to avoid committing an offence under section 1004 of the Companies Act 2006. Depending on timing, that might prevent you from dissolving it before the first anniversary.
    – JBentley
    Oct 21 at 12:53
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According to dot-gov's Strike off your limited company from the Companies Register page...

Does company B need to file corporation tax with HMRC?

  • Yes

You must send final statutory accounts and a Company Tax Return to HMRC.

... and annual accounts with Companies House?

  • No

You don’t have to file final accounts with Companies House.

Does person A need to declare or pay income tax on the company's trading loss?

  • Yes

If you’ve made a loss in your final year of trading, you might be able to offset the tax against profits from previous years - this is known as ‘terminal loss relief’. You can claim this on your final tax return.

However, you're better off checking with HMRC to be sure.

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I called HMRC Corporation Tax and Companies House. They both said that when a company is dissolved, the owner no longer needs to do anything. In fact, the owner no longer can do anything because the company is dissolved. I could find no reference to this situation online, and the representatives could not provide one either. But the HMRC representative mentioned that they had access to more guidance than what is available on the website, that Companies House checks with HMRC if the company has any outstanding liabilities before dissolving it, and that the fact of its dissolution implies no outstanding liabilities exist. The Companies House representative mentioned that by allowing the company to close, they did not need any further information from either Companies House or HMRC, or else they would not have allowed the company to dissolve. So I imagine that although the UK government does not encourage this situation to the point of documenting it online, they tolerate it.

The Companies House representative also mentioned that if the owner decides to ressurrect the company, they would need past accounts to bring everything up to date.

Regarding Self-Assessment, this government page lists situations where you need to do so and links to an online checklist for each case. If that company is the only possible source of income (or loss) up to £10k in dividends and £50k in total, you do not need to file a tax return.

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