Closing a company
Closing a limited company? What happens to its records and data
When a UK limited company closes, two rules pull in opposite directions. You must keep many of its records for years after it closes. But anything the company still owns on the day it is dissolved, including the copyright in its emails, documents and code, passes to the Crown.
That matters more than it used to. AI developers now pay companies for de-identified copies of their records, and a company's archive can be one of the last assets it has. This guide explains what you must keep, what happens to the company's property, and what to do before you close.
The ways a company closes
| Route | Usually used when | Who deals with the assets |
|---|---|---|
| Voluntary strike-off | The company is solvent and has little left in it | The directors, before they apply |
| Members' voluntary liquidation | The company is solvent and has assets to distribute | A licensed insolvency practitioner, as liquidator |
| Creditors' voluntary liquidation, administration or compulsory liquidation | The company is insolvent | The office-holder |
Solvent closures are common. Spark Intel counted 4,995 members' voluntary liquidation appointments from January to August 2026. If the company is insolvent, read our guide for insolvency practitioners, which explains how office-holders can realise records for creditors.
What to keep after closing
Closing a company does not mean its records can go.
- Accounting records. GOV.UK says you must keep records for 6 years from the end of the last company financial year they relate to, and longer in some cases, such as when HMRC has opened a compliance check.
- After a strike-off. GOV.UK advises: "You should keep other business documents for 7 years after the company is struck off." If the company employed people, keep copies of its employers' liability insurance policy and schedule too.
So the records usually still exist after a company closes, often in an email archive or a set of exports kept by a former director.
What happens to the company's property
When a company is dissolved, it stops existing. Under section 1012 of the Companies Act 2006, its remaining property becomes bona vacantia, meaning ownerless property that passes to the Crown. The Government Legal Department's guidance is clear: "Property, cash and any other assets owned by a company when it is dissolved automatically pass to the Crown." Its list of assets includes copyright and other intellectual property.
This catches many owners out. Under section 11 of the Copyright, Designs and Patents Act 1988, the company is normally the first owner of the copyright in work its employees create in the course of their employment, such as emails, reports, drawings and code. When the company is dissolved, those rights pass to the Crown with everything else.
The result is a gap. Former directors may still hold the records, and may be expected to keep them, but they no longer have the right to license them. The guidance puts the responsibility in one place: "It is the responsibility of the directors and shareholders to deal with the property and assets of a company before it is dissolved."
If the company is already dissolved
There are two ways to get the property back.
- Restore the company. If the company is restored, the guidance says, "the company comes back to life, bona vacantia no longer exists and the asset belongs to the company again." If the directors applied to strike the company off, or it was dissolved after a liquidation, only the court can restore it, and the application must usually be made within six years of dissolution (GOV.UK). Administrative restoration through Companies House, also limited to six years, only applies to companies that Companies House struck off itself.
- Buy the rights from the Crown. The Bona Vacantia Division can sell intellectual property for its open market value. It applies a minimum price of £1,000 for each copyright, trade mark or patent, plus costs of £300 and VAT for each asset, and it does not have to sell.
Restoration costs time and money, so it is only worth doing if the records are worth more. A valuation from basic facts will tell you whether they might be.
The records often disappear before the company does
In practice, the biggest risk is not dissolution. It is the accounts being switched off first, to save money while the company winds down.
- Microsoft 365. After a subscription is cancelled, Microsoft says data left behind "might be deleted after 90 days and will be deleted no later than 180 days after cancellation".
- Leavers. When a former employee's licence is removed, their email, contacts and calendar are kept for 30 days and then deleted permanently.
- Other tools. Google Workspace, Slack and others have their own deletion rules, some of them shorter.
Our guide to what happens when you cancel Microsoft 365, Google Workspace or Slack sets out each one.
Personal data when you close
UK GDPR applies to the personal data in the company's records for as long as it holds them. Storage limitation means not keeping personal data for longer than you need it. Legal duties to keep records are a good reason to keep some of it. Licensing records is a decision to make, document and complete before the company closes, not a reason to keep everything forever.
If you do license records, the personal details in them must be removed or protected first. Our UK guide to selling company data explains how that works.
Before you close: a checklist
- List what you have. Email, chat, shared drives, code, tickets and CRM, with roughly how many years each holds.
- Stop the deletions. Do not cancel subscriptions or remove leavers' licences until you know what the records are worth. Converting a leaver's mailbox to a shared mailbox keeps their email without a licence, up to 50 GB.
- Get a valuation. It should take basic facts, not files.
- Pick the right route. If the records have value, license them before you apply to strike off, or use a members' voluntary liquidation so the liquidator can realise them.
- Mind the timing. A company can only apply to be struck off if it has not traded or sold off any stock in the last 3 months. Agree the order of events with your accountant.
- Keep what the law requires. Then close the company.
TydeX helps directors realise their company's records before it closes. We value them from basic facts, present the company to buyers and bring you written offers. The company signs directly with the buyer, and we never hold the records. Get a free valuation before you close anything.
Questions
Can I sell a dissolved company's data?
Not while it is dissolved. Its property, including copyright, passes to the Crown. The company would have to be restored first, or the rights bought from the Crown at open market value.
Do we have to delete company emails when we close?
No. GOV.UK advises keeping business documents for 7 years after a company is struck off. UK GDPR still means not keeping personal data longer than you need it, so decide what to keep, why, and for how long, and write it down.
Can records be licensed during a members' voluntary liquidation?
Yes. In a members' voluntary liquidation, the liquidator realises the company's assets for the shareholders. Records that have value can be licensed as part of that, before the company is dissolved.
Does a licence deal affect a voluntary strike-off?
It can. A company can only apply to be struck off if it has not traded or sold off any stock in the last 3 months. Agree the timing with your accountant, and license the records well before you apply.
Sources
- Running a limited company: company and accounting records (GOV.UK)
- Strike off your limited company: close down your company (GOV.UK)
- Strike off your limited company from the Companies Register (GOV.UK)
- Bona vacantia: dissolved companies (BVC1, Government Legal Department)
- Buy intellectual property from the Crown (BVC8, GOV.UK)
- Companies Act 2006, section 1012
- Companies Act 2006, section 1024
- Companies Act 2006, section 1029
- Companies Act 2006, section 1030
- Company restoration guide (GOV.UK)
- Copyright, Designs and Patents Act 1988, section 11
- UK insolvency intelligence: August 2026 (Spark Intel)
- What happens to my data and access when my Microsoft 365 for business subscription ends? (Microsoft Learn)
- Remove a former employee from Microsoft 365 (Microsoft Learn)
- About shared mailboxes (Microsoft Learn)
