UK SaaS Companies House strike off 2026: voluntary DS01 vs HMRC striking off vs solvent winding up for a failed indie SaaS

Closing a UK Limited isn't failing — it's freeing capital. The cash sat in the company bank account, the unused AWS credits, the time you'd otherwise spend filing accounts every March: all of it is locked up until you actually shut the thing down. The right closure route depends on three questions: how much is left in the company, who do you owe, and what tax position are you sitting on?

This post walks through the three real options. Voluntary DS01 is the cheap one — £33 (or £8 online), three months of waiting, and you're done. It's the right answer for the indie SaaS that didn't quite work and has a few thousand quid of cash left over. HMRC compulsory strike-off is the route that happens to you if you ignore the others — and it's the worst of all worlds, because any cash or IP left in the company becomes Crown property. Don't let this happen. Members' Voluntary Liquidation (MVL) costs £1,500 to £3,000 in liquidator fees but unlocks Business Asset Disposal Relief (BADR) — meaning your final distribution gets taxed at 14% (rising to 18% from April 2027) instead of being taxed as a higher-rate dividend.

For most failed indie SaaS — say, a £3k-£10k cash balance and no creditors — DS01 saves you about £2,000 in liquidator fees you'd never recover via tax savings. For a successful pivot or wind-down with £25,000+ retained earnings, MVL pays for itself many times over. This post tells you which is which, with worked figures, eligibility checks, and the 30-minute DS01 ship-it for the most common scenario.

The three routes — at-a-glance

Route	DS01 voluntary	HMRC compulsory	MVL solvent winding up
Cost	£33 fee + 0-3 months admin	£0 (and reputational damage)	£1,500-£3,000 liquidator + 6 months
Eligibility	Inactive 3 months+, no creditors, no proceedings	Triggered by failure to file CS01 / accounts	Solvent (assets > liabilities), 75% shareholder vote
Timeline	2-3 months from filing	6+ months notice + Gazette	6 months minimum
Tax outcome	Capital up to £25k; income above (dividend tax)	Same as DS01 if cash extracted in time; otherwise lost	Capital with full BADR (14% from April 2026; 18% from April 2027)
Best for	£0-£25k cash, no creditors, "abandon" the SaaS	Never. This is what happens if you ignore the others.	£25k+ cash; deliberate, planned wind-down

Three routes, two real choices. HMRC striking you off is something you avoid, not something you choose.

Route 1: Voluntary DS01 — the cheap route

DS01 is the form you file at Companies House to ask them to dissolve your company. £8 online via WebFiling, £33 by paper. Two to three months later, your company appears in the London Gazette as struck off, and that's it.

It's the right route for the standard failed indie SaaS exit: you ran the SaaS for a year, it didn't pop, you've got a few thousand quid sat in the company account, no creditors are chasing you, and you'd rather get the closure done in an afternoon than pay an insolvency practitioner.

Eligibility — you must satisfy ALL four

1. The company has not traded or carried on any business activity for the past three months.
2. The company has not changed its name in the past three months.
3. The company is not subject to any insolvency proceedings or compromise / arrangement with creditors.
4. There are no current or threatened legal proceedings against the company.

If any one of these fails, DS01 is off the table until you fix it.

The 3-month "no trading" rule is tighter than founders think

This is where most DS01 attempts go wrong. The Companies Act definition of "carrying on business" is broader than just selling things or invoicing customers. The following all count as activity that resets the 3-month clock:

• Paying for the company's .co.uk domain renewal
• Paying a Companies House CS01 confirmation statement fee
• Paying for an active Stripe / Companies House / accountancy subscription that lists the company as the customer
• Settling a single small bill with company funds
• Issuing a final invoice or final dividend

The safe play: stop trading entirely, then transfer every recurring bill (domain, software, anything) to your personal name 4-5 months before you intend to file DS01. That way, when Companies House and any objector look at your bank statements during the objection period, they see a company that has been genuinely inactive for over three months.

Process

1. Stop trading. Final invoice out, final dividend declared, final salary processed.
2. Wait the 3 months (4-5 to be safe). Settle outstanding bills personally; let domains expire or transfer them.
3. File final accounts and final CT600 covering the trading period. Even dormant companies need final accounts — and HMRC will object to the strike-off if anything is outstanding.
4. File Form DS01. £8 online via Companies House WebFiling, takes about 5 minutes. Three short sections.
5. Notify members and creditors within 7 days of filing — required by Companies Act 2006, s.1006. A short email to shareholders and any potential creditor (HMRC, suppliers, anyone you've ever been invoiced by) is enough.
6. Wait 2-3 months. The strike-off appears in the London Gazette. If no one objects, the company is dissolved at the end of the notice period.

Tax treatment — the £25k cliff

The DS01 strike-off triggers a Capital Gain on whatever's left inside the company at dissolution: cash in the bank, debtor balances, and any assets you didn't extract.

• Up to £25,000 distributed: counts as a capital distribution under Extra Statutory Concession C16 (now s.1030A CTA 2010). Taxed as a capital gain — Annual Exempt Amount applies (£3,000 for 2026/27), then CGT at your applicable rate.
• Above £25,000: the entire distribution is treated as INCOME (i.e., a dividend) — taxed at dividend tax rates, which top out at 39.35% in the additional rate band. This is the cliff that kills DS01 for higher-value closures.

If you've got more than £25k retained, you either (a) extract it before the company strikes off, or (b) use MVL instead. We'll get to MVL in a moment.

Worked example: failed SaaS, £8,000 cash, sole shareholder

You ran a B2B SaaS for 18 months. £8,000 left in the company bank account. No creditors. You're a basic-rate taxpayer.

Item	Amount
Cash at strike-off	£8,000
DS01 filing fee (online)	£8
Notification to creditors / final accounts	£0 (DIY)
Distribution treated as	Capital (under £25k)
Annual Exempt Amount 2026/27	£3,000
Taxable gain	£5,000
CGT at basic rate (18%)	£900
Total cost of closure	£908

Total founder time: roughly an hour, spread over 4 months. £908 in tax. Done.

Route 2: HMRC compulsory strike-off — the one to avoid

This isn't a route you choose. It's a route that gets chosen for you when you stop responding to Companies House.

How it happens

1. Your CS01 confirmation statement or annual accounts go overdue.
2. Companies House sends a default notice to your registered office. Then a final notice. Then a "first Gazette notice for compulsory strike-off."
3. Roughly six months after the original deadline, your company is struck off — not because you asked, but because Companies House gave up on you.

Why this is the worst outcome

The moment your company is struck off via the compulsory route, any remaining assets become bona vacantia — Crown property. The cash in the bank, any unsold IP, the brand, the domain still owned by the company, customer contracts: all of it transfers to the Treasury Solicitor (or the Crown Office in Scotland and Northern Ireland).

That £8,000 cash from the example above? Gone.

Restoration is possible — but expensive and slow

You can apply to the Companies Court for administrative restoration (within 6 years of strike-off) or court restoration to recover the company and reclaim its assets. Costs typically run £1,500-£3,000 in court fees, legal fees, and Treasury Solicitor charges. It takes 3-6 months. And it only works if you actually notice in time.

Worst-case scenario

You forget to file the CS01 because the company "isn't really doing anything." The reminder letters go to your old registered office (which you forgot to update when you moved to your serviced address). Six months later, your company is struck off. You don't notice for another year. The £8,000 cash is gone. Restoring the company costs £2,000+. Net loss: £8,000 cash plus restoration fees, minus whatever you can claw back from bona vacantia (which is on a "may take 12+ months" timeline).

The fix is laughably simple: file CS01 every year (£34 online), file accounts every year (free with the Companies House Joint Filing Service), and either keep the company or strike it off via DS01. Don't let the compulsory route happen.

Route 3: Members' Voluntary Liquidation (MVL) — the BADR route

MVL is the structured wind-down of a solvent company — meaning assets exceed liabilities and the company can pay its debts in full within 12 months. You appoint a regulated insolvency practitioner (the liquidator), they handle the formal wind-up, and the distributions to shareholders come out as capital — eligible for Business Asset Disposal Relief.

When MVL is right

• The company has retained earnings of £25,000 or more, OR significant assets you want to extract (IP, customer book, AWS credits, prepaid contracts, MRR).
• You want capital tax treatment, not income tax (dividend) treatment, on the distribution.
• You're prepared to spend £1,500-£3,000 on a fixed-fee liquidator and wait six months for the process to complete.

Process

1. Director's declaration of solvency — sworn statement that the company can pay all debts in full within 12 months.
2. Shareholder resolution — at least 75% of shareholders by value vote in favour of winding up.
3. Appoint a regulated insolvency practitioner as liquidator. They take legal control of the company's assets.
4. Liquidator notifies HMRC and any creditors, settles outstanding liabilities, distributes remaining assets to shareholders.
5. Final account filed with Companies House. Three months later, the company is dissolved.

Cost

For a small SaaS MVL — sole director, sole shareholder, no creditors, just cash to distribute — fixed fees from MVL specialist firms run £1,500-£3,000 + VAT in 2026. More if there are multiple shareholders, business assets to value, or any complexity around HMRC clearance.

Timeline

Six months minimum from start to dissolution. Most of that is the statutory waiting period; founder time is more like 4-6 hours of paperwork and signatures.

The tax benefit (the reason MVL exists)

In an MVL, distributions to shareholders are capital, not income. Eligible for Business Asset Disposal Relief — formerly known as Entrepreneur's Relief.

• BADR rate from 6 April 2026: 14% (was 10% in 2024/25 and 12% during the 2025/26 transitional year).
• BADR rate from 6 April 2027: 18%.
• Lifetime limit: £1 million of qualifying gains per shareholder.

To qualify, you (the shareholder-director) need to have held at least 5% of the ordinary shares and voting rights AND been an officer or employee of the company for at least 2 years up to the date of liquidation.

Worked example: successful pivot, £80,000 retained earnings

You ran a niche B2B SaaS for three years. After corporation tax, retained earnings sit at £80,000. You've decided to wind up and start something new. You're a higher-rate taxpayer.

DS01 path (the wrong choice here):

Item	Amount
Cash at strike-off	£80,000
Treated as capital (first £25,000)	£25,000
Less Annual Exempt Amount	(£3,000)
Taxable capital gain	£22,000
CGT at higher rate (24%)	£5,280
Treated as income (above £25,000)	£55,000
Dividend tax at higher rate (33.75%)	£18,563
Total tax via DS01	£23,843

MVL path (the right choice here):

Item	Amount
Cash distributed	£80,000
All treated as capital (BADR)	£80,000
Less Annual Exempt Amount	(£3,000)
Taxable capital gain	£77,000
BADR rate (April 2026)	14%
Tax	£10,780
MVL liquidator fee	£2,500
Total cost via MVL	£13,280

Saving via MVL: £10,563. The liquidator fee pays for itself more than four times over.

For higher retained earnings, the saving scales linearly until the £1m BADR lifetime limit. A £200k MVL distribution at higher-rate dividend rates would cost ~£60k+ in tax via DS01 vs ~£28k via MVL — saving comfortably north of £30,000.

The decision tree (for indie SaaS founders)

You can simplify the whole thing to four questions:

• Cash + assets at closure ≤ £25,000 AND no creditors? → DS01 voluntary strike-off (£8-£33).
• Cash + assets > £25,000 AND no creditors? → MVL (£1,500-£3,000 — pays for itself many times over in BADR savings).
• Active creditors or HMRC liability you can't settle? → CVL (Creditors' Voluntary Liquidation). Outside the scope of this post — costs £3,000-£8,000 and is more involved. Book a 30-minute call with an insolvency practitioner.
• Already received a Companies House strike-off notice and you have assets? → File objections immediately, get the company back to good standing (file the missing CS01 / accounts), then file DS01 cleanly.

That's it. Three lines of decision logic for the vast majority of indie SaaS closures.

The DS01 30-minute ship-it (for the most common indie SaaS scenario)

You've decided DS01 is the right route. £4,000 in the company account, no creditors, sole director-shareholder, basic-rate taxpayer. Here's the actual sequence:

1. Stop trading. Make it final. Final invoice out, final dividend declared, final salary processed if you were on PAYE. Trigger time: a single decision. Calendar time: a few days while the last things settle.
2. Three-month inactive period. Transfer the .co.uk domain to your personal name (or let it expire). Close the company bank account after the final dividend has cleared. Settle any outstanding bills personally. Calendar time: 3 calendar months. Founder time: zero — just don't do anything that "trades" the company.
3. File final accounts and final CT600. Free via Companies House WebFiling for accounts (Joint Filing Service handles HMRC at the same time for small companies). Founder time: 1-2 hours if you've kept your bookkeeping current.
4. File Form DS01. Companies House WebFiling, £8. Three short sections, takes 5 minutes.
5. Notify creditors and shareholders within 7 days. Template email to anyone the company has ever transacted with — HMRC, suppliers, your accountant, shareholders. Founder time: 15 minutes.
6. Wait 2-3 months. The strike-off notice appears in the London Gazette. If no objections, the company is dissolved at the end of the notice period. Founder time: zero.

Total founder time: about an hour, spread over 3-4 calendar months. Total cost: £8 (DS01 online) plus whatever tax falls out at distribution.

Five mistakes to avoid

1. Filing DS01 while still trading. Even paying for the company domain or a £15 software subscription "trades" the company under the 3-month rule. HMRC and Companies House catch this from your bank statements during the objection period — and it triggers an automatic objection, which means the strike-off pauses while you sort it out. Wait 4-5 months from real cessation to be safe.
2. Forgetting to extract cash before DS01. Once Companies House strikes the company off, any cash sitting in the company bank account at that moment becomes bona vacantia — Crown property. Empty the account before filing. The final dividend out is the last thing the company does before going inactive.
3. Choosing DS01 when MVL would save tens of thousands. The £25k cliff is real. If you've got more than £25,000 retained earnings and you're a higher-rate taxpayer, MVL with BADR is almost always cheaper, even after the liquidator fee. Run the maths.
4. Ignoring HMRC liabilities. A DS01 doesn't extinguish HMRC debt. If corporation tax, VAT, or PAYE is owed, HMRC will object to the strike-off — and the objection lifts only when the debt is settled. Settle first; file DS01 second.
5. Letting the compulsory strike-off happen. Bona vacantia is bullet-to-the-head for any remaining assets. Always file CS01 and accounts on time, even if you're planning to wind up. The only good closure is one you actually chose.

HMRC and Companies House interactions during DS01

A few practical notes that aren't strictly required but smooth the process:

• HMRC clearance is not legally required for DS01, but it's recommended for clean closure. Write to HMRC Corporation Tax (using your company's UTR), state your intention to file DS01, ask for clearance, and allow about 6 weeks for a response. If they have no objection, you've got a paper trail showing you behaved properly.
• Companies House doesn't require anything beyond DS01 itself for the strike-off — but you must have filed any outstanding CS01 confirmation statements and final accounts before DS01. Otherwise the dissolution is paused.
• Bank account should be closed after the final dividend has cleared. Most banks charge a small closure fee (typically £0-£25). Make sure you've got proof of closure for your records.
• Domain and IP. Anything the company owns at strike-off becomes bona vacantia — including the .co.uk domain and any IP. Assign these to yourself or another company before you file DS01. A short assignment letter is enough for IP; for domains, transfer the registrant via your registrar.

Tools and stack

• Companies House WebFiling — file DS01, final accounts, CS01. The standard online portal.
• HMRC online services — file final CT600, request clearance.
• Bookkeeping — FreeAgent, Xero, or QuickBooks for generating final accounts. If you've used any of these throughout the company's life, the final accounts are a one-click export.
• Insolvency practitioner directory — for MVL or CVL, search the R3 (Association of Business Recovery Professionals) website by region. Look for IPs offering fixed-fee small-company MVLs (most do; the prices are competitive).