Director denies liability after closure

UkFixGuide Team

February 7, 2026

Send a written letter before action to the director at their service address and to the company’s registered office, then check Companies House the same day to confirm the company status and any insolvency markers. If nothing is done, the debt usually drifts into a dead end where emails go unanswered and the director keeps repeating that the company has closed. Keep the next move practical: decide whether the claim is against the company, the director personally, or both, and only pay court fees once the target is clear. If there is already a court judgment, switch focus from arguing to enforcement options and traceable assets.

When a limited company closes and a director denies liability, the problem is rarely the original complaint itself; it is the sudden gap between who promised to fix it and who can legally be made to pay. This often appears after a partial response, after a “final” email, or once the business stops trading and the director starts using phrases like “the company no longer exists” or “take it up with the liquidator”. Many people only discover the closure after chasing for weeks, or after a claim is issued and documents bounce back. The pressure point is usually a deadline for chargebacks, small claims, or enforcement steps, while the director tries to move the conversation away from payment.

What the problem is

This situation comes up in the UK when a consumer or small business is owed money for poor work, undelivered goods, a cancelled service, or a refund that was agreed but never paid, and the trader was a limited company. It tends to hit at the point where the complaint has already been made and the business has either stopped replying or has replied with a short denial that points to “closure” as the end of the matter. Sometimes it appears after a letter of complaint has been acknowledged but not resolved, or after a promised payment date passes and the company’s website and phone line go quiet.

It affects people who dealt with a director directly, paid an invoice with the director’s name on it, or were reassured personally that the issue would be sorted. The confusion is understandable because the director may have been the only human contact, and the trading name may look like a person rather than a company. The practical problem is deciding whether there is still a live company to claim against, whether there is an insolvency process, and whether there is any realistic route to payment.

Why this happens

The most common cause is the separation between a limited company and the individual running it. A director can negotiate, apologise, and promise a refund, but the legal obligation usually sits with the company that took the payment and issued the invoice. When trading stops, directors often try to close down the conversation quickly because ongoing disputes can lead to claims, chargebacks, or complaints that complicate winding up.

Another common driver is cashflow: refunds and remedial work are often delayed until “next week”, then the business stops trading and the director reframes the issue as impossible rather than unpaid. Where a company is dissolved, struck off, or in insolvency, the director may rely on the fact that many claimants will not check the formal status or will assume personal liability exists because the director was the face of the business.

A typical organisational response pattern is a short email that denies liability, repeats that the company is closed, and offers no alternative route other than “speak to the liquidator” even when no liquidator is named.

Your UK position

In practical UK terms, leverage comes from targeting the correct legal person and using a process that creates consequences for ignoring you. If the contract and payment were with a limited company, the starting point is usually a claim against that company, not the director personally. Directors are not automatically responsible for company debts, even if they handled the job themselves.

That said, there are situations where personal liability can become a live issue, such as where there was a personal guarantee, where the director contracted in their own name, or where there is evidence of misrepresentation that induced payment. The workable approach is to gather documents that show who the contracting party was, then write in a way that makes it hard to hide behind vague statements. A clear letter before action, sent to the right addresses, often produces either payment, a realistic settlement offer, or a more concrete explanation of insolvency status that can be checked.

If the company is dissolved, the practical position changes: a dissolved company cannot usually be sued in the normal way, and chasing the director informally tends to go nowhere unless there is a separate personal basis. If the company is in liquidation or administration, the route is typically through the insolvency process rather than direct negotiation.

Official basis in UK

The most useful official route for many UK disputes of this type is the small claims process in the County Court, because it creates a structured timetable and a judgment that can be enforced if payment does not arrive. In practice, it works best when the company is still active (or at least not dissolved) and there is a service address that will accept documents. The claim should be issued against the correct legal name of the company, using the registered office or another valid service address, and backed by a clear timeline of what was agreed and what was not delivered.

Where the company is insolvent, a court claim may be stayed or may not produce recovery, so the status check comes first. For the practical steps and the official route to start a claim, use the GOV.UK service for making a money claim: GOV.UK guidance.

Evidence that matters

Evidence is mainly about identity and timeline: who took the money, what was promised, what was delivered, and what was said when things went wrong. The strongest files usually include the invoice showing the company name and number (or at least the registered name), proof of payment, and the messages where a refund or fix was agreed. If the director is now denying liability, keep any wording that shows they were acting for the company rather than as a private individual.

Also collect proof of the company’s status at the time of the transaction and now, including screenshots from Companies House showing whether it is active, dissolved, or in an insolvency process. If the business used a trading name, keep the website footer, email signature, and any terms and conditions that show the legal entity behind the brand.

Use this short checklist to get organised:

  • Invoice or contract showing the legal name and address used
  • Payment proof (bank transfer, card receipt, PayPal transaction record)
  • Key messages where a refund, repair, or completion date was agreed
  • Companies House status screenshot and any insolvency notices

Three common mistakes keep showing up in UK cases. First, sending long emotional emails that bury the key facts and make it easy to ignore the point. Second, issuing a claim against the trading name or the director personally without checking the legal entity, which can waste fees and time. Third, accepting a vague promise of payment “when accounts are sorted” without a date and without confirming where the money will come from.

One thing not to do yet is pay for tracing agents, debt collectors, or “legal recovery” packages before confirming whether the company is dissolved or in a formal insolvency process.

What to do next

Check status

Start by checking Companies House for the exact company name, registered office, and current status. If it is active, the next steps can move quickly. If it is in liquidation or administration, note the insolvency practitioner details and stop expecting the director to handle it informally. If it is dissolved, pause and reassess before spending money on court fees, because the target may not be claimable in the usual way.

Send formal notice

Send a letter before action that is short, factual, and dated. Address it to the company at the registered office and also to the director at any listed service address, and include copies of the invoice and payment proof. State what is owed, why it is owed, and a clear deadline to pay or propose settlement, and say that a County Court claim will be started if there is no response.

Use official claim

If the company is active and the deadline passes, use the official GOV.UK money claim process rather than third-party templates or unofficial “claim portals”. Prepare the legal company name, registered office, the amount claimed, a concise particulars of claim, and the evidence timeline before starting. The normal response timeframe after service is a few weeks, and if there is no response the next step is to request judgment through the same official process.

One sentence that matches what usually happens in UK cases: the dispute is usually resolved when a formal deadline is backed by a court timetable and the other side realises ignoring it will lead to enforcement.

Escalate to enforcement

If a judgment is obtained and payment still does not arrive, switch from arguing about liability to choosing an enforcement method that fits what is known about the company’s assets. At this point, the decision is about practicality: whether there is a trading address, stock, vehicles, or a bank account that enforcement can realistically reach. If the situation has already reached the stage where a court decision exists but the business still will not pay, the next decision point is covered in Judgment issued but company does not pay, which helps with choosing the right enforcement route and avoiding wasted fees.

Change approach

If the company is dissolved or clearly insolvent, change strategy rather than repeating the same demand. Focus on whether there is any separate personal basis to pursue the director (such as a personal guarantee or contracting in their own name), and consider whether a card provider chargeback or Section 75 route is still open if payment was by card and within time. If there is an insolvency practitioner, follow their claims process and keep expectations realistic about recovery.

Related issues on this site

If the dispute has already moved beyond denial and into court enforcement, it can help to compare what happens when enforcement attempts do not produce payment, because the next step can change depending on whether the debtor has assets or is simply untraceable. Where a company has been playing for time with “mediation” or settlement talk and then backs away once deadlines arrive, the pattern can look similar even though the legal route is different. For those situations, Company requests mediation then withdraws and Enforcement of CCJ unsuccessful are most relevant when deciding whether to keep pushing the same route or switch tactics.

FAQ and quick checks

Director personal liability

Director personal liability after company closure is usually limited unless there is a personal guarantee or the contract was made in the director’s own name. Evidence of who the invoice and payment were made to is often decisive.

Dissolved company options

Dissolved company debt recovery options depend on whether the company can be restored or whether there is another liable party. Spending money on a claim before confirming status often leads to a dead end.

Insolvency practitioner contact

Insolvency practitioner contact for a closed limited company is normally found on the public insolvency notice or Companies House filings. Once an insolvency process exists, informal chasing of the director rarely changes the outcome.

Settlement offer timing

Settlement offer after denial is best handled by asking for a payment date and method in writing and keeping the court timetable in mind. If the offer is vague or conditional, it is usually safer to continue with the formal process.

Before you move on

Keep the next action tied to the company’s status and a clear deadline, and avoid spending fees until the correct target is confirmed. Time pressure often shows up as being pushed to accept quickly “before the company disappears”, which is a sign to slow down and verify the formal position.

Get help with the next step

Contact UKFixGuide — If the director is denying liability after closure, share the company name, Companies House status, and what proof exists of who took payment so the next step can be chosen without wasting fees.

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