Restoring my company or starting a new one?

Didn't find your answer?

I've moved abroad for the last 6 months and due to return in 3 months but I recently had a company dissovled due to failure to provide accounts (silly I know). I managed to transfer out 50k before but I am wondering what the implications would be if I just started a new limited so I can continue to trade. Ethically I understand this to be wrong but I would like objective stances if possible.

Replies (14)

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By Leywood
10th Jan 2024 16:30

Did you sort your tax liabilities out before it was dissolved (Ltd co and personal)?

If not you need to do that first.

https://www.icaew.com/about-icaew/find-a-chartered-accountant

Thanks (2)
Replying to Leywood:
By Ruddles
10th Jan 2024 16:42

If HMRC allowed the company to be struck off with potential tax liabilities, more fool them.

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Replying to Leywood:
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By [email protected]
10th Jan 2024 17:28

Nope. Since I wasn't around to see their warnings - I was informed that it is dissolved already. So no tax liabilities for the last year done. Any advice?

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RLI
By lionofludesch
10th Jan 2024 17:04

Draw a line and start again.

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paddle steamer
By DJKL
10th Jan 2024 17:05

Phoenix issue perhaps? £50k is presumably now a distribution rather than a CGT receipt for shares, so this maybe not a problem, just need to declare on personal IT return as income.

Thanks (1)
Replying to DJKL:
By Ruddles
10th Jan 2024 17:33

Perhaps the £50k was a loan to the company. Or perhaps share capital. Which leads to a further question about the circularity of definition of "distribution" at s1000(1)(B).

This says that a distribution is any distribution out of assets of the company except for that part of the distribution which represents repayment of share capital.

Let's say there is cash of £50k and share capital of £30k. The £50k is paid out in full. There is a distribution of £50k but only £20k of that distribution is a distribution for the purposes of the CT Acts. So when s1030A refers to "distribution" is it talking about the physical distribution of £50k in cash or the £20k distribution as defined?

I am of course ignoring the implications of bona vacantia

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Lisa Thomas
By Lisa Thomas - Insolvency Practitioner
10th Jan 2024 17:13

There is nothing to prevent you starting a new company again unless you are bankrupt or have been disqualified from acting as a director.

You can have as many companies as you like!

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Replying to Insolvency Practitioner:
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By [email protected]
10th Jan 2024 17:25

My concern is the 50k that I have transferred out of the company accounts - what should I do with that?

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Replying to [email protected]:
paddle steamer
By DJKL
10th Jan 2024 17:35

Declare as income on a tax return and pay tax on same, I would guess.

As no formal liquidation process ,and over £25k threshold, think needs treated as a distribution for tax purposes , but others on here likely will have a better informed view.

Thanks (1)
Replying to DJKL:
RLI
By lionofludesch
10th Jan 2024 17:57

DJKL wrote:

Declare as income on a tax return and pay tax on same, I would guess.

As no formal liquidation process ,and over £25k threshold, think needs treated as a distribution for tax purposes , but others on here likely will have a better informed view.

I don't think any of us could describe ourselves as "informed" about this scenario.

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Replying to DJKL:
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By [email protected]
11th Jan 2024 10:22

what happens to the unpaid corp tax from the year prior, as I didn't file my accounts in time?

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Replying to [email protected]:
By Ruddles
11th Jan 2024 10:30

osib-AT-hotmail.co.uk wrote:

what happens to the unpaid corp tax from the year prior, as I didn't file my accounts in time?


Unless HMRC (or you) choose to restore the company, nothing.
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Replying to Ruddles:
Lisa Thomas
By Lisa Thomas - Insolvency Practitioner
11th Jan 2024 12:26

There is the slight risk that the Insolvency Service will investigate...They now have the powers to investigate dissolved companies and disqualify and/or issue compensations orders, against directors.

They could also, always reinstate the company and liquidate it, giving the liquidator the power to pursue any claims for misconduct etc.

Unlikely, but possible.

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Accountants & Business Advisers
By Gladstone
11th Jan 2024 15:42

Right thing to do would be to restore the company, file accounts/CT return and pay the necessary taxes. This way you will not have any potential future claims from Insolvency Service or HMRC. Good luck!

Thanks (1)