A First Gazette Notice is an official public announcement published in The Gazette—the UK's statutory journal—indicating that Companies House intends to strike a limited company off its official register. Receiving a First Gazette Notice means that immediate action is required if you want to prevent the dissolution of your company.
This guide explains what a First Gazette Notice is, why it happens, and what actions you should take if you receive one.
Why is a First Gazette Notice Issued?
Companies House issues a First Gazette Notice for two primary reasons:
- Compulsory Strike-Off: Issued when a company has failed to meet statutory obligations.
- Voluntary Strike-Off: Issued when a solvent company’s directors voluntarily apply for dissolution.
Common Triggers Include
- Not filing annual accounts or confirmation statements.
- No evidence of trading or inactivity for an extended period.
- Non-response to communications from Companies House.
- Creditors (often HMRC) petitioning due to unpaid debts.
Process and Timeline
- Publication of First Gazette Notice: This notice gives stakeholders a minimum of two months to respond or object.
- Objection Window: Stakeholders (directors, creditors, or other interested parties) must act during this period.
- Second Gazette Notice: Issued if no objections are raised, confirming the company's formal dissolution.
Example Notice
COMPANIES ACT 2006
Notice is hereby given that the Registrar of Companies proposes to strike off XYZ Consulting Ltd (Company No. 12345678) unless cause is shown to the contrary within two months of this notice.
The Gazette, Issue 64231, 1 June 2025
Consequences of Ignoring a First Gazette Notice
- Dissolution: The company legally ceases to exist.
- Assets Lost: Assets become bona vacantia (ownerless) and transfer to the Crown.
- Frozen Bank Accounts: Immediate loss of access to company bank accounts.
- Legal Risks: Potential director disqualification and personal liability if misconduct is discovered.
- Credit Damage: Negative impact on credit ratings and future business credibility.
How to Respond Effectively
For Company Directors
- Immediately file outstanding accounts or confirmation statements through Companies House WebFiling.
- Update any incorrect company details promptly (addresses, directors, etc.).
- Submit evidence of active trading (invoices, transactions) to Companies House to halt strike-off proceedings.
For Creditors
- Lodge an objection to Companies House demonstrating your claim or outstanding debt.
- Consider initiating winding-up proceedings if the debt is significant.
Real-Life Examples
Example 1: Inactive Tech Company
- Situation: Missed filing annual accounts for two consecutive years.
- Action Taken: Directors quickly submitted overdue accounts and evidence of trading activity.
- Result: Companies House suspended the strike-off proceedings.
Example 2: HMRC Debt Dispute
- Situation: HMRC petitioned due to unpaid Corporation Tax.
- Action Taken: A creditor objected to protect their financial interests during ongoing negotiations.
- Result: The strike-off was paused, allowing negotiations to continue.
Frequently Asked Questions (FAQs)
How long after the First Gazette Notice is published will a company be dissolved?
Usually at least two months, giving ample time for objections and corrective actions.
Can a dissolved company be restored?
Yes. Administrative restoration is possible within six years for compulsory strike-offs, and court restoration is possible up to 20 years.
Does a First Gazette Notice affect a company's credit rating?
Yes, negatively. It indicates significant risk, discouraging lenders and suppliers.
Recommended Best Practices
- Regularly monitor and meet statutory filing deadlines.
- Sign up for Gazette notifications related to your business.
- Seek professional advice immediately upon receiving a notice.
Conclusion
A First Gazette Notice should never be ignored—it’s your final prompt to take corrective action. By understanding its implications and acting quickly, you can avoid the negative consequences of compulsory dissolution, protecting your business assets, reputation, and financial stability.
Always seek professional advice if uncertain about the best course of action.