Closing a dormant company: process, timing and where it stalls

Selling nothing does not make a company inactive. As long as it is registered, it must file, report and maintain a registered address. Where that stops happening, the company is marked abnormal — and that status follows the directors and shareholders.

Two routes, very different effort

Simplified deregistration is available to companies that never operated, or that have cleared all liabilities and can commit publicly that no debts remain. The commitment period is 20 days and, in most cases, no separate tax clearance certificate is required.

General deregistration is the route for anything with history. Tax clearance comes first: outstanding returns, unsettled liabilities, surrendered invoices and tax control equipment. Only then can liquidation and cancellation proceed.

Where it stalls

In our experience, four issues account for most of the delay:

• Returns filed for years without supporting invoices or bank records.
• Invoices issued historically without matching contracts or payments.
• A registered address that can no longer be contacted.
• Shareholders who cannot all be reached to sign.

How long it takes

A clean simplified case can close in six to eight weeks. A general case with unresolved tax matters typically runs three to six months, and longer where an assessment or penalty is involved. The timeline is driven by the tax clearance, not by the registration cancellation itself.

What to do if you are already behind

Start with a review of filings and anomalies rather than with an application. Knowing whether you qualify for the simplified route changes both the plan and the cost.