Yes, HMRC can chase a dissolved company. Dissolution removes a company from the Companies House register, but it does not cancel the tax it owed, and HMRC has legal powers both to reverse the dissolution and to pursue the people who ran the business. Directors who assume that striking off ends the matter usually discover otherwise.
Restoring the Company to the Register
While a company is dissolved, HMRC cannot take recovery action against it directly. HMRC’s own internal guidance acknowledges this, but the same guidance sets out the workaround: apply to have the company restored.1GOV.UK. DMBM552100 – Corporation Tax: Recovery of Debts From Ceased Companies
Restoration puts the company back on the register as if it had never been struck off. All its obligations return, and HMRC can then chase the outstanding Corporation Tax, VAT, PAYE or National Insurance in the ordinary way. Where the company was voluntarily dissolved, HMRC typically applies to the court as a creditor. The general time limit for a court-ordered restoration application is six years from the date of dissolution.2GOV.UK. Restoring a Company to the Companies House Register
HMRC does not restore every dissolved company. Its guidance describes the process as “costly and lengthy,” so it looks for “demonstrable benefits” before pursuing it, which in practice means the debt has to be worth the effort.1GOV.UK. DMBM552100 – Corporation Tax: Recovery of Debts From Ceased Companies A modest liability may sit undisturbed. A substantial one is a different matter.
Interest Keeps Running While the Company Is Off the Register
Dissolution does not pause interest or penalties. When HMRC restores a company, it is treated as though the dissolution never occurred, so late payment interest accrues right through the gap. As of January 2026, HMRC charges late payment interest at 7.75% on most taxes, including Corporation Tax, VAT, Income Tax and National Insurance.3GOV.UK. HMRC Interest Rates for Late and Early Payments Several years at that rate can add a large sum to what was owed on the day the company came off the register.
When HMRC Pursues Directors Personally
HMRC does not always need to restore the company. Several routes let it look through the corporate structure and collect from directors directly. Which route applies depends on what went wrong.
Personal Liability Notices for PAYE and NIC
A Personal Liability Notice (PLN) can be issued to a person who was a director when the company failed to pay PAYE income tax or National Insurance contributions on time. The notice requires the director to pay the outstanding amount plus interest personally, and the legal basis sits in the Income Tax (PAYE) Regulations 2003.4Legislation.gov.uk. The Income Tax (Pay As You Earn) Regulations 2003 – Regulation 97ZB
HMRC investigates the facts before issuing a PLN. The process is designed to protect directors of genuinely failed businesses who took reasonable steps to meet their tax obligations.5GOV.UK. NIM12208 – NICs Personal Liability Notices (PLN): What Will HMRC Consider Before Issuing a PLN? The notices are aimed at directors who were negligent, or who paid themselves or connected parties ahead of HMRC.
Joint and Several Liability Notices
Under Schedule 13 of the Finance Act 2020, HMRC can issue Joint and Several Liability Notices (JLNs) to directors, shadow directors and other connected people. A JLN makes the individual personally liable alongside the company for the tax. HMRC can use one in three situations: tax avoidance or evasion by the company, repeated failure to pay tax through insolvency, or penalties for facilitating avoidance or evasion. The regime applies to liabilities for any period ending on or after 22 July 2020.6GOV.UK. Overview of Joint and Several Liability Notices for Tax Avoidance, Tax Evasion and Repeated Insolvency
The repeated insolvency limb targets “phoenixism,” where directors wind up one company to shed its tax debts and immediately open a near-identical business under a new one. The JLN follows the individual, so the tactic no longer works: the tax debt from the old company attaches personally to the director running the new one.
Wrongful and Fraudulent Trading
Where a company enters liquidation rather than being dissolved without a formal insolvency, HMRC can support claims under the Insolvency Act 1986. Section 213 allows the court to order anyone who knowingly carried on the company’s business with intent to defraud creditors to contribute personally to its assets.7Legislation.gov.uk. Insolvency Act 1986 – Section 213 Fraudulent Trading
Section 214 covers wrongful trading and is used more often. It applies when a director knew, or should have concluded, that the company had no reasonable prospect of avoiding insolvent liquidation and yet kept trading rather than acting to minimise losses to creditors.8Legislation.gov.uk. Insolvency Act 1986 – Section 214 Wrongful Trading A director has a defence if they took every step a reasonably diligent person would have taken once insolvency looked likely.
Disqualification of Directors of Dissolved Companies
Since 2021, the Insolvency Service can investigate and disqualify directors of companies dissolved without going through a formal insolvency process. Before then, directors who simply struck a company off avoided the scrutiny an insolvency practitioner would have applied. The Rating (Coronavirus) and Directors Disqualification (Dissolved Companies) Act 2021 closed that gap.9Legislation.gov.uk. Rating (Coronavirus) and Directors Disqualification (Dissolved Companies) Act 2021
The Secretary of State can apply for a disqualification order up to three years after the dissolution date. Where the director’s conduct warrants it, disqualification runs between 2 and 15 years, during which the person cannot act as a company director. The Insolvency Service can also seek a compensation order requiring the director to pay creditors who lost money because of the conduct. Shadow directors are within scope; professional advisers are not.
Challenging HMRC’s Decisions
A director who receives a Personal Liability Notice can appeal both the decision to pursue them personally and the amount attributed to them. The appeal starts with HMRC’s review process and, if not resolved, can go to the First-tier Tribunal.10GOV.UK. CH75650 – Penalties for Failure to Notify: Personal Liability Notices Some findings are off-limits: a director cannot appeal HMRC’s conclusion that they personally gained from a deliberate failure to notify, or that the company is likely to go into liquidation.
JLNs can also be challenged. HMRC must withdraw a JLN if any of the necessary conditions were not met when it was issued, or if protecting the revenue no longer requires it to remain in effect, and HMRC can vary the amount if it turns out to be too high or too low.6GOV.UK. Overview of Joint and Several Liability Notices for Tax Avoidance, Tax Evasion and Repeated Insolvency Appeals against JLNs are heard by the First-tier Tribunal.
The windows for challenge are short. Once a personal liability is confirmed, HMRC has the same collection powers against an individual that it has against a trading company, so getting advice early on tends to be worth the cost.