Process of Ltd Dissolution

This post contains information on the process of removing a Limited company from the Companies House and de-registering the Ltd in Germany.

The voluntary removal of a Limited company from the Companies House is done through a deletion form, which is usually submitted electronically for the LTD. 

Initially, a resolution about the deletion of the Limited must be made. If the Ltd is also active in Germany, it is advisable to make provisions regarding activities in Germany in this resolution. If you entrust us with the deletion, we will create a draft resolution for you, which you must then sign. This can also be used as an attachment for any de-registrations with German authorities.

The removal from the Companies House usually occurs within 2 months after the submission of the deletion application.

After successful removal from the Companies House, you can download a deletion confirmation in the detail view of your online Companies House register extract under FilingHistory. Simply add your Companies Number in the following link: https://find-and-update.company-information.service.gov.uk/company/enter your Companies Number here/filing-histoy

Dealing with German authorities:

Commercial Register

If your Limited is still registered in the German commercial register, it is advisable to apply for the deregistration of the branch. This is done through a notary.

Trade Office

If the trade has not already been deregistered in the course of Brexit, the deregistration is done using a trade deregistration form.

Tax Office

The tax office requires a final tax return for your Limited. Since the tax return forms are usually not available until February/March of the following year, the following procedure has proven successful for many of our clients: Write to the tax office in the course of the deletion and attach the deletion resolution. The cover letter could read as follows: "... for our company XY Limited, we have decided and initiated the deletion. Enclosed I send you a copy of the respective deletion resolution. We expect the deletion to be completed within 2-3 months after the resolution is passed. Assuming your consent, we would prepare the final balance sheet as of December 31 of the deletion year and submit it to you as soon as the relevant tax forms are available... "

Chamber of Industry and Commerce

Write to the Chamber of Industry and Commerce and inform them of the deletion of the company.

Tax Advice: 

• Profits not yet withdrawn from the company are taxable upon dissolution of the company.
• If the Ltd had rented significant business assets (e.g., real estate) from its shareholders, there could be a hidden business splitting, which might be dissolved and trigger taxes.

Seek tax advice if one of these cases applies.