Can I sell my company's records when closing down?

The order matters

• Still trading or winding down with no office-holder: the directors act for the company, and a licence of its records is the company's to sign.
• A winding-up petition to the court: if a winding-up order follows, the winding up counts from the day of the petition, and a sale made since then is void unless the court orders otherwise.
• Striking off: the directors apply, and the Companies Act asks what the company did in the three months before the application.
• A members' or creditors' voluntary winding up: once a liquidator is appointed, the directors' powers cease unless they are sanctioned to continue.
• Dissolved: the company's remaining property and rights are deemed bona vacantia.

Source: Who decides about a closing company's records, quoted from the statute, the FCA and GOV.UK

What the law says at each step

Section 1003 of the Companies Act 2006 says an application to strike a company off must be made on the company's behalf by its directors or by a majority of them.

Source: Companies Act 2006, s.1003 (legislation.gov.uk)

Section 1004 says that application must not be made if, in the previous three months, the company has traded or otherwise carried on business, made a disposal for value of property it held for disposal for gain in the normal course of trading, or engaged in any other activity, unless that activity is necessary or expedient for purposes the section lists, among them concluding the company's affairs. GOV.UK puts the first condition as a company that has not traded or sold off any stock in the last 3 months.

Source: Companies Act 2006, s.1004 (legislation.gov.uk)

Section 1012 says that when a company is dissolved, all property and rights vested in it immediately before its dissolution are deemed to be bona vacantia, subject to the company being restored to the register.

Source: Companies Act 2006, s.1012 (legislation.gov.uk)

In a members' voluntary winding up, section 91 of the Insolvency Act 1986 says that on the appointment of a liquidator all the powers of the directors cease, except so far as the company in general meeting or the liquidator sanctions their continuance; section 103 says the same for a creditors' voluntary winding up, with the liquidation committee or the creditors giving the sanction.

Source: Insolvency Act 1986, s.91 (legislation.gov.uk)

This sets out what the provisions say, not advice on how they apply to your own company's closure.

Source: Who decides about a closing company's records, quoted from the statute, the FCA and GOV.UK

Who buys a closing company's records

micro1 runs a Defunct Company Data Partnership, which it describes as acquiring data from companies that are no longer operating, and its referral page shows $100K-$2M+ for approved data packages. Turing's Project Lazarus says it is for operating and winding-down companies and offers a single payout of up to $1M. SimpleClosure's Asset Hub helps closing startups sell code and workspace data to vetted AI buyers. They are among the organisations on our buyer board that take records from closed or closing companies, each quoted from its own page.

Source: Company records buyers

Startups and fintechs

Lazarus says a fintech's fifteen-year operating history is worth more than a six-month side project, and asks for source code, reviews, tickets and the iteration history behind what shipped. For a startup, SimpleClosure's door is meant for the founders it is already helping shut down.

Source: Company records buyers

A fintech the FCA regulates also carries the regulator's rules on its records: SYSC 9.1 says a firm (other than a common platform firm) must arrange for orderly records to be kept of its business and internal organisation, including all services and transactions undertaken by it. Selling a licence to a copy does not end that duty.

Source: FCA Handbook, SYSC 9.1 General rules on record-keeping

Kept back when a closing company sells

• Staff files, payroll and HR records.
• Customer databases and anything that still names a person.
• Client work your company holds under a client's contract rather than records of its own work.
• The records your company must still keep for a regulator or for tax, which a licence copies rather than hands over.

A note to forward to the other directors

"Before we file to close, it is worth knowing that AI buyers pay closing companies for their working records, and that we can only sign for the company while it exists, before any winding-up petition and before a liquidator is appointed. Worth a call this week?"

Before you file

Tell us about the company: what it did, how many years of records it holds, which systems they sit in and where it is in closing. We reply with the buyers whose published terms fit. What happens after a company has closed is on records of a closed company.