Transfer or sell all properties held by the company
A company cannot be dissolved while it owns assets. You must either sell all properties on the open market or transfer them to shareholders at market value. Transferring property out of a company can trigger stamp duty land tax (SDLT) for the recipient and capital gains tax (CGT) for the company — take specialist advice before proceeding.
Settle all mortgages and secured lending
Repay or redeem any commercial buy-to-let mortgages or development finance secured on properties held by the company. Obtain a formal mortgage redemption statement and written confirmation that the charge has been removed from Companies House once repaid.
Notify tenants and serve correct notice
If any properties are tenanted, you must serve the correct statutory notice — typically a Section 21 or Section 8 notice under the Housing Act 1988 for assured shorthold tenancies. Ensure all tenancy deposits are protected and returned in accordance with the tenancy deposit scheme rules. Do not dissolve the company while tenants are in occupation without taking legal advice.
Cancel landlord insurance and property management agreements
Cancel any landlord building and contents insurance policies. Formally terminate contracts with lettings agents or property management companies, observing any notice periods in the management agreement. Retrieve any float balances or reserve funds held by agents.
File final accounts and address CGT obligations
Prepare final statutory accounts and a corporation tax return up to the date of cessation. Gains arising from property disposals will be subject to corporation tax at the applicable rate. Ensure all tax liabilities are paid before applying to Companies House for voluntary strike-off — HMRC can object to a strike-off application if outstanding tax debts exist.