The Companies Act 2014 gives three ways for a Gibraltar company to be struck off the Register and dissolved. Two are started by the Registrar. The third, under section 413, is started by the company's directors and is the usual way to close a company that has nothing left in it. This guide covers all three and explains how a struck-off company can be restored. It is based on the Act as consolidated with effect from 1 August 2025, Companies House Guidance Note 13 (updated August 2025) and the Companies House fee table in force from 1 August 2025.
Restoration may be available through the Registrar. Section 414 permits Registrar restoration; section 415(1) allows the Registrar to require a Supreme Court application instead. Directors should not treat strike-off as a simple exit, but court involvement is a contingency rather than a universally required first step.
The Three Routes at a Glance
| Section 411 | Section 412 | Section 413 | |
|---|---|---|---|
| Who starts it | Registrar | Registrar | The company, through its directors |
| Trigger | No annual return filed in the previous 3 calendar years | Registrar has reasonable cause to believe the company is not carrying on business or not in operation, or a liquidation has stalled | Directors apply and state that the company has no assets or liabilities |
| Applies to | Any company except a public limited company | Any company | Any company |
| First step | Gazette notice | Registered letter to the company, with 1 month to reply | Form FOC26 and the £38 fee |
| Minimum notice period | 3 calendar months from Gazette publication | 3 months from the Gazette notice | 3 months from Gazette publication |
| Dissolution | When the Gazette notice of the strike-off is published | ||
Under all three routes the Registrar has a discretion, the process can be stopped by showing cause, and any remaining property passes to the Crown.
Section 411: Failure to File Annual Returns
The trigger
The Registrar may strike off any company, other than a public limited company, that has not filed an annual return under section 188 (companies with a share capital) or section 190 (companies without one) in the previous three calendar years. An annual return is made up to the company's return date, normally the anniversary of incorporation, and is due within 30 days of that date.
The procedure
- The Registrar publishes the company's name in the Gazette, with notice that he intends to strike it off.
- He cannot strike it off until three calendar months after that publication.
- If he receives no written representations showing cause within those three months, he may strike the company off and publish a further Gazette notice. The company is dissolved when that notice is published.
Stopping it
If written representations are made in time, the Registrar may decide not to strike the company off. He may then require the company to take whatever action and pay whatever fees he considers necessary to bring its annual returns up to date. In practice this means filing every missing return at the late-filing rate: £257.50 for a return one year late, £309 for two years, £360.50 for three years and £412 for more than three years, compared with £103 for a return filed on time.
Section 411 is how most companies end up struck off without anyone deciding to close them. It is not a substitute for closing a company properly. Directors who let returns lapse are in breach of their filing obligations, and that breach can count against them later.
Section 412: Defunct Companies
The trigger
Section 412 applies where the Registrar has reasonable cause to believe a company is not carrying on business or is not in operation. It also covers a company in liquidation where the Registrar has reasonable cause to believe that no liquidator is acting, or that the company's affairs are fully wound up, and the liquidator's returns have not been made for six consecutive months.
The procedure
- The Registrar sends the company a registered letter asking whether it is carrying on business or in operation. The letter warns that, if no answer is received within one month, a Gazette notice will be published with a view to striking the company off.
- If the reply says the company is not trading or not in operation, or the company does not file its outstanding documents within the month, the Registrar may publish a Gazette notice, and send it to the company, stating that the company will be struck off and dissolved after three months unless cause is shown.
- For a stalled liquidation, he publishes a similar notice and sends it to the company or the liquidator.
- When the notice period expires, unless the company has shown cause, the Registrar may strike it off and publish a Gazette notice. The company is dissolved on publication.
Letters go to the registered office. If there is no registered office, they go to a director or officer. If no director or officer is known, they go to the subscribers to the memorandum at the addresses given in it.
Section 413: Voluntary Strike-Off
Who can apply and what they must state
Section 413 requires the application to be made in writing on the company's behalf by its directors, or by a majority of them. It must state that the company has no assets or liabilities.
The prescribed form, Form FOC26 (Striking off application by company), goes further. The directors declare that the company is free from charges or mortgages and liabilities, that it has no assets in Gibraltar or abroad, and that they have notified all interested parties of the application. The form must be signed by the sole director if there is one, by both if there are two, or by a majority if there are more than two. It can be filed on paper or through the Companies House e-Registry.
Unlike the UK, the 2014 Act does not list circumstances in which an application is barred. The no-assets, no-liabilities statement does that job, and it is the point on which applications fail or cause directors problems later.
What Companies House needs
Guidance Note 13 lists:
- the company's name;
- its incorporation number;
- its date of incorporation;
- a request by the directors that the Registrar exercise his discretion under section 413;
- the statement that the company is free from charges or mortgages and liabilities and has no assets in Gibraltar or abroad;
- the date and the signatures of the directors, or a majority of them; and
- the £38 fee.
The Registrar may ask any officer for further information, evidence or confirmation that the company has no assets or liabilities. Companies House also publishes a form for withdrawing a strike-off request.
Procedure and timing
- Companies House enters the request, and a First Notice is published stating that the company will be struck off and dissolved after three months unless cause is shown.
- The e-Registry flags the company as “Striking off 413 pending”.
- When the three months expire, the company is struck off unless an objection has been received.
- A Final Notice is published in the Seventh Supplement to the Gibraltar Gazette and a copy is sent to the company. The company is dissolved on publication.
- The e-Registry then shows the company as “Struck off under section 413”.
Three months is the statutory minimum, not a target date. Companies House says it cannot give any assurance about when the process will be completed.
Before Applying: Checklist
The statement has to be true on the day it is signed. Before the directors sign, they should have:
- paid or obtained a release from every creditor, including Gibraltar Revenue & Customs, Companies House and service providers, and brought all filings up to date;
- obtained a release of every registered charge and filed the memorandum of satisfaction, because repaying the secured debt does not remove the charge from the register;
- closed every bank, payment and exchange account and paid out or transferred the balances, since anything left, anywhere, passes to the Crown on dissolution;
- transferred or given up any intellectual property, domain names, contracts, shares in subsidiaries and other assets;
- surrendered any licence or authorisation (restoring a company that held certain financial services licences requires the regulator's consent under section 414(2));
- dealt with the company's entry on the Register of Ultimate Beneficial Owners and its other regulatory records;
- notified all interested parties, as the form requires; and
- arranged for the statutory books, accounts and correspondence to be kept, because liability continues after the company is dissolved.
If the statement is wrong
The Act's false-statement offence in section 470 applies only to the provisions listed in Schedule 27, and section 413 is not one of them. That does not make a wrong statement safe. A knowingly false application still exposes the directors to the general criminal law, which section 470(3) preserves. It also gives any creditor grounds to object or to seek restoration, and the directors' liability can still be enforced. A company with debts it cannot pay cannot use section 413; it needs a formal insolvency process or a negotiated solution.
Consequences of Dissolution
Liability continues
Sections 412(5) and 413(5) state that the liability of every director, managing officer and member continues and can be enforced as if the company had not been dissolved. They also preserve the court's power to wind up a company that has been struck off. Section 411 has no equivalent wording, but Companies House's guidance treats liability as continuing after any strike-off, and it is prudent to assume the same.
Property passes to the Crown
Under section 416, all property and rights vested in or held on trust for the company immediately before dissolution, including leasehold property but not property the company held on trust for someone else, pass to the Crown as bona vacantia. This is subject to any order made under section 410 or section 415.
The company no longer exists
A dissolved company cannot contract, hold property, sue or be sued. Anyone who carries on acting in its name is acting without a company behind them.
Undoing a Strike-Off
Application to the Registrar (section 414)
The company, or any member or creditor who feels aggrieved by the strike-off, may apply to the Registrar to restore the company within 10 years of the relevant Gazette notice. The application is made on the Companies House application to restore a company to the Register and must include:
- an affidavit setting out the applicant's interest, the facts relied on and the relief sought;
- for a company that was licensed or authorised under the relevant financial services legislation, evidence that the regulator consents to the restoration; and
- the fee: £200 within one year of the strike-off, £500 between one and two years, and £1,000 after two years.
The restoration form also asks the applicant to confirm that all officers, shareholders and interested parties have been told about the application. The Registrar may require notice to be given to anyone else who appears to have an interest. He publishes a Gazette notice allowing 30 days for written objections and cannot restore the company before those 30 days have passed. If he is satisfied that there are good grounds, he may restore the company, with conditions if he thinks fit. The company is then treated as having continued in existence as if it had never been struck off.
Referral to court (section 415)
Allow for possible court referral. Under section 415(1) the Registrar may, at his discretion, decline a section 414 application and require an application to the Supreme Court. Whether that happens depends on the case; do not describe court referral as the default without supporting evidence.
On an application under section 415, the court may refuse the application or order the Registrar to restore the company. It may decide any question needed to deal with the restoration. The Registrar is entitled to appear and be heard, and must appear if the court directs. The order must be served on the Registrar, who then acts on it.
In practice this means:
- The affidavit filed with the Registrar should be prepared to court standard from the start, so it can be reused if the matter is referred.
- Budget from the outset for Gibraltar counsel, court fees and a longer timetable. Restoration directly by the Registrar is a quicker and cheaper result if it happens, but it should not be assumed.
- Where property has passed to the Crown, note that section 416(2) expressly preserves orders under sections 410 and 415 but does not mention section 414. That is a further reason to expect, and plan for, a court order.
After 10 years
After the 10-year period, the Registrar of the Supreme Court may order restoration if satisfied that the company was carrying on business or in operation when it was struck off, or that restoration is otherwise just. The company is treated as having continued in existence once an office copy of the order is delivered to the Registrar of Companies. Section 415(6) refers to an aggrieved “company or any member or creditor” but then to an application “made by the company or member”, so a creditor applying after 10 years should take advice on whether it can bring the application itself.
Companies struck off under the 1930 Act
In Tasmania Investments Ltd (2016), Jack J held that sections 414 and 415 apply only to companies struck off under sections 411 to 413 of the 2014 Act. Guidance Note 13 now describes restoration of companies struck off under the repealed Companies Act 1930 through section 332(1) of that Act. Take advice on which route applies before filing.
Declaring a dissolution void (section 410)
Separately, within two years of dissolution, the liquidator or any other interested person may apply to the Registrar of the Supreme Court for an order declaring the dissolution void. The order must be delivered to the Registrar of Companies within 7 days.
Strike-Off or Liquidation?
| Section 413 strike-off | Members' voluntary liquidation | |
|---|---|---|
| Cost | £38 filing fee, plus the cost of clearing the company first | Liquidator's fees and statutory advertising |
| Condition | No assets or liabilities | Directors' statutory declaration of solvency |
| Distributions | Must be made before applying; anything left passes to the Crown | Made by the liquidator during the winding up |
| Certainty | At the Registrar's discretion; can be stopped by objection | Statutory process ending in dissolution |
| Reversal | Restoration under section 414, or court route under section 415 where required | Application to declare the dissolution void within 2 years (section 410) |
| Best for | Dormant or fully cleared companies with nothing left to distribute | Solvent companies with assets to distribute or claims to settle |
Neither route is available to an insolvent company. Its options are formal insolvency or a negotiated transaction.
Sources
- Companies Act 2014, consolidated with effect from 1 August 2025: sections 188, 190, 410 to 416, 470 and Schedule 27.
- Companies House Gibraltar, Guidance Note 13: striking off and reinstatement (updated August 2025).
- Form FOC26, Striking off application by company (section 413).
- Companies House, Application to restore a company to the Register (section 414(1)).
- Companies House Gibraltar, Table of Fees from 1 August 2025.
- Companies House Gibraltar, Important Notice on reinstatement (1 April 2016).
- In the Matter of Tasmania Investments Ltd, 2016 Gib LR 121.
This guide is general information, not legal advice on any particular company.