Sell the company you no longer need

Most companies are not wound up because something went wrong. They are wound up because the plan behind them changed: a project ended, a partnership was restructured, the trade moved into another entity, or the owner retired and the company simply stayed behind. What is left is an entity that files, costs a little every year and does nothing.

That entity is rarely worthless. It is on the register, it has a number and a date of registration, it has a filing record, a Corporation Tax reference, in many cases a VAT registration and a bank account that once took weeks to open. Those are precisely the things somebody starting out is waiting for, and they are why buyers exist for companies that their owners had written off.

We have been bringing companies and buyers together for twenty-five years. Enquiries for entities ready to take over reach us most weeks — more of them than our own stock can answer.

What a buyer is actually paying for

Nobody buys a dormant entity for sentiment. The value sits in a short list of properties, and it is worth knowing which of them you hold before you form a view on price:

What pulls the value down

The other side of the same list. None of these makes a sale impossible on its own, but each of them costs you, and the first two cost the most:

• accounts or a confirmation statement overdue, with penalties accruing month by month
• a proposal to strike the company off published in the Gazette — from that point a buyer is working against a clock, and most will simply walk away
• a bank account that has been closed or frozen, or that nobody has operated for years
• disputes, claims, guarantees or indemnities that could still reach the company
• a registered office the company no longer has proper access to, so that post arrives nowhere
• statutory registers that were never properly kept, so the ownership history cannot be shown on paper

Some of this can be put right before a sale, and putting it right is usually cheaper than the discount it would otherwise cost you. Overdue filings can be brought up to date. A proposal to strike off can be dealt with while it is still open. Tell us what the position is, even if it is untidy — we would rather know at the start than discover it in front of a buyer.

What we will not take on

So that you do not spend time on something without prospects, and because we will not sell anyone a company that causes them trouble afterwards:

• insolvency proceedings on foot against the company, or against a shareholder in a way that reaches the shares
• a company that cannot pay what it owes — that belongs with a licensed insolvency practitioner straight away, not with us
• a director subject to disqualification proceedings
• shareholders who do not all wish to sell, since the company can only change hands as a whole
• an entity whose ownership cannot be documented from formation to today

Speak to us anyway if one of these describes your position. Occasionally the obstacle is smaller than it looks, and if it is not, we will say so rather than let you carry on.

How we work

We do not buy your company ourselves. We take it on commission: it stays yours, we look for the buyer, and the shares pass directly from you to that buyer. Three things follow from that arrangement, and all three are in your favour.

• You carry no cost. You tell us the net sum you want to receive. That is the sum you get. Whatever a buyer pays above it is our fee, and you receive no invoice from us at any point — including when no sale happens.
• You stay in control. Until you sign, the company is yours. You decide about every interested party we bring to you, and you can end the arrangement when its term expires.
• Nobody learns of it. Our public list shows no company name, no registration number, no owner and no address — only the bare facts under a reference. An openly advertised intention to sell damages relationships you may still want, and it serves no purpose.

Register your company

Free of charge and without commitment. Sending this form places you under no obligation of any kind, and it is the fastest way for us to tell you whether there is a market for what you hold.

The procedure, step by step

• 1. You register the company. The form above, a handful of facts, no documents needed yet. We come back within one working day with a first view of whether the company is saleable and roughly where the price would sit.
• 2. You complete the details. You receive your own access to our seller portal. Upload the register extract and the form reads most of it for you, so the whole thing takes about ten minutes rather than an evening.
• 3. We value and check. You learn what we consider achievable, what would raise it, and exactly which documents are missing. If our answer is that the company is worth less than you hoped, you will get it in plain terms.
• 4. The mandate. At the end of the form a written mandate is generated for you to print and sign. It is exclusive and it runs for a fixed period. Only once it is signed does your company enter our stock and appear, anonymously, in the public list.
• 5. The sale. When a buyer is found, the shares pass in writing for an English or Irish company — stock transfer form, board resolution, updated register of members — and by notarial deed for a continental one. The money goes through a client account and is released to you when the transfer completes. We prepare the papers and make the filings.

What this costs you

Nothing, at any stage. There is no registration fee, no valuation fee and no charge for the checks we carry out. You name the amount you want to receive, and that amount reaches you when the sale completes; our fee is the difference between it and what the buyer pays, and it comes out of the buyer's side of the table. If no sale happens, you have spent an hour of your time and no money.

The one thing that may cost you something is remedial work you decide to have done — bringing overdue filings up to date, for instance. That is your choice, we will quote for it separately, and you are free to have your own accountant do it instead.

If no buyer is found

It happens, and it is worth saying so on the page rather than in the small print. Young entities with complete paperwork often move within weeks. A company with a longer history can take months, because every buyer sends the file to an adviser first. And some companies do not sell at all — usually because the filing record has gaps nobody can now explain, or because what makes them interesting to us is not what a buyer happens to want that quarter.

When the mandate reaches the end of its term without a sale, it lapses and you are free again. You owe us nothing, you keep every document you uploaded, and you are welcome to come back later — a company that was hard to place one year is sometimes exactly what somebody needs the next. What we will also do at that point is tell you frankly if we think a further attempt is not worth your time.

The alternative: closing the company down

If selling is not going to work, the sensible end is a deliberate closure rather than drift. It costs less than most owners expect, and it draws a line under the obligations that otherwise carry on year after year.

For a solvent English company with no assets and no creditors, the usual route is an application to Companies House to have it struck off the register. Before that application can sensibly be made, the filings need to be up to date, the bank account emptied and closed, and any remaining contracts brought to an end. The timing of the bank account matters more than people realise: anything still standing in a company account at the moment of dissolution passes to the Crown as bona vacantia, and getting it back afterwards is a good deal harder than moving it beforehand.

Where the company still holds assets or accumulated reserves of any size, a members' voluntary liquidation through a licensed insolvency practitioner is the customary route instead, and the difference in tax treatment between the two can be considerable. Where the company cannot pay what it owes, neither route applies and the matter belongs with an insolvency practitioner immediately — an application to strike off in those circumstances is the wrong move.

What is not a closure is simply stopping. If nothing further is filed, the register will in time strike the company off by its own initiative, but the penalties already incurred remain, the correspondence goes to the directors personally, and the way it ends sits on the public record for anyone who later looks up the people involved. It is the most expensive way to arrive at the same destination.

We do not carry out liquidations and we do not advise on which route suits you — that is work for an insolvency practitioner and your accountant, and we are glad to introduce you to both. What we can do is the practical part beforehand: catching up the outstanding filings, so that whichever route you take starts from a tidy position.

If you would rather keep it for now

Not every decision has to be made this year. A company can be held dormant almost indefinitely as long as somebody files the dormant accounts and the confirmation statement on time, keeps a registered office where post is genuinely received, and answers the register when it writes. If you want to keep the option open without doing that yourself, we can take the address and the filing calendar off your hands — see service takeover. Companies kept properly dormant this way tend to be the ones that sell well later.

Frequently asked questions