Dear Company Law Forum members,

In the case of a solvent company limited by guarantee, in the following position:

• nearly, but not quite, dormant,


• has less than £2000 total assets and no outstanding liabilities,


• only one member, who is also the director and sole officer,

what is the procedure to be taken if the director wishes to disincorporate in order to continue the business as a sole trader instead of as a limited company?

Is it more or less the same as the procedure outlined here, except without any shares to have to take care of?

It seems that actions, and the order in which they need to be taken, are as follows:

1. the company must wait until it has had no trade transactions for three months,


2. then the director has to declare the company solvent (how? to whom?)


3. then the company resolves to transfer the company's assets to the director,


4. then the assets are transferred (e.g. money sent by BACS from company's bank account to director's bank account)


5. then the director submits a DS01 form and £10 to Companies House,


6. and then the director must register as self-employed if he hasn't already done so.

Is this correct? Is there anything else I'm missing that ought to be taken into account?

I'm hoping that this forum thread may prove useful to anyone considering a similar move to that I've described.

Many thanks in advance for your help.

spk wrote:
then the director has to declare the company solvent (how? to whom?)

Ah, the form of the declaration of solvency is outlined here.

It also seems, from that page, that a third party (i.e. a "liquidator") must become involved, and also that a notice has to be published in the Gazette and in local newspapers in relation to a meeting at which winding-up will be resolved, and in the Gazette once it has been resolved. This seems like an awful lot of fuss for a solvent company to have to go through, and I wonder whether the Companies House guidance might be conflating the procedures for solvent companies with the procedures for insolvent ones. Can anyone advise?