How To Restore A Dissolved Company

How To Restore A Dissolved Company

There are two ways to restore a dissolved company:

1. restoration by court order
2. administrative restoration

Restoration By Court Order For Dissolved Company

The registrar can restore a company if he receives a court order. Anyone who intends to make an application to the court to restore a company is advised to obtain independent legal advice.

If the company was struck off by voluntary dissolution (Section 1003 of the Companies Act 2006) the company can only be restored by court order.

Any company which is restored to the register is deemed to have continued in existence as if it had not been struck off and dissolved.

Generally, any of the following can make an application for restoration:

• any former director, member, creditor or liquidator
  • any person who had a contractual relationship with the company or who had a potential legal claim against the company
  • any person who had an interest in land or property in which the company also had an interest, right or obligation
  • any manager or trustee of the company’s former employees’ pension fund
  • any other person who appears to the Court to have an interest in the matter
  • any person listed in Section 1006(1) or 1007(2) and where the company was struck off the register under section 1003.

When you can apply

For companies dissolved under section 1000 or section 1003 of the 2006 Act and section 652 or section 652a of the 1985 Act.

As a general rule restoration by court order can be applied for up to six years from the date of dissolution, if the dissolution date is on or after 1 October 2009.

There are no time limits for personal injury claims.

For companies dissolved under section 201 and section 205 and paragraph 84 of schedule B1 of the Insolvency Act and section 652 of 1985 Act or section 1001 of the 2006 Act

Companies dissolved on or before 30 September 2007 following any form of liquidation are out of time to restore the company.

Companies dissolved on or after 1 October 2007 following any form of liquidation have six years from the date of dissolution.

There are no time limits for personal injury claims.

Where to apply

Restoration in England and Wales

If you are restoring a company that was registered in England or Wales, you must apply to the Court by completing a Part 8 claim form (N208) (this is the standard form that starts proceedings), which is available in the Court Service website. The registrar of the Companies Court in London usually hears restoration cases in chambers once a week on Friday afternoons.

Cases are also heard at the district registries. Jurisdiction of district registries can be found on the Court Service website. Alternatively, you can make an application to a County Court that has the authority to wind up the company. See the ‘Government Legal Department Guide to Company Restoration’ or telephone 020 7210 3000.

You must give the registrar at least 10 days notice of the hearing to allow him time to deal with the matter and instruct the Solicitor representing him.

Restoration in Scotland

If you are restoring a company that was registered in Scotland, you must apply to the Court of Session. Alternatively, for a company whose paid-up capital does not exceed £120,000, you can apply to the Sheriff Court in the sheriffdom in which the company has its registered office.

You can find information and locations of Sheriff Courts at the Scottish Courts and Tribunals website. You must serve the petition to restore on the registrar of companies in Scotland and any other bodies directed by the court. There is no witness statement required and the period required for responses is set by the Court and only commences when the petition is served on the registrar.

Restoration in Northern Ireland

If you are restoring a company that was registered in Northern Ireland, you should serve the originating summons on both of the following:

The Registrar of Companies
Companies House
Second Floor
The Linenhall
32 – 38 Linenhall Street
Belfast
BT2 8BG

or

DX 481 N.R. Belfast 1
Royal Courts of Justice
Chichester Street
Belfast
BT1 3JY

The registrar will also require a copy of the witness statement in support of the application.

How to serve documents

You should serve the claim form, witness statement/affidavit and supporting evidence (for example, the incorporation certificate) on the appropriate registrar of companies and the solicitor dealing with any ‘bona vacantia’ assets.

The relevant details of the registrars are as follows:
Registrar of Companies (England and Wales)
Companies House
Crown Way
Cardiff
CF14 3UZ
DX 33050 Cardiff

Emailenquiries@companieshouse.gov.uk

Enquiries (UK)0303 1234 500 (Monday to Friday, 8:30am to 6pm, except holidays)

Public access is restricted. Our Cardiff office is accepting deliveries 24 hours a day.

Registrar of Companies (Scotland)
Companies House
4th Floor
Edinburgh Quay 2
139 Fountainbridge
Edinburgh
EH3 9FF

DX ED235 Edinburgh 1

Emailenquiries@companieshouse.gov.uk

Enquiries (UK)0303 1234 500 (Monday to Friday, 8:30am to 6pm, except holidays)

Public access is restricted. You can deliver any paper documents to the Companies House external letterbox next to the office building.

We’re still accepting deliveries from Royal Mail and DX post.

Registrar of Companies (Northern Ireland)
Companies House
2nd Floor
The Linenhall
32-38 Linenhall Street
Belfast
BT2 8BG
DX481 N.R. Belfast 1

Emailenquiries@companieshouse.gov.uk

Enquiries (UK)0303 1234 500 (Monday to Friday, 8:30am to 6pm, except holidays)

Public access is restricted. You can deliver any paper documents, in a sealed envelope, to the reception desk on the ground floor of The Linenhall (Monday to Friday, 10am to 4pm, except holidays).

Documents can be delivered by post and we suggest you use recorded delivery for safer delivery.

Companies House will also accept delivery by hand during our normal office hours at:

• Companies House in Cardiff (at any time)
  • Companies House in London
  • Companies House in Belfast
  • Companies House in Edinburgh

What evidence to give

Other than in Scotland, the Court will require:

• evidence that the originating document was served
  • written confirmation that the solicitor dealing with the bona vacantia assets has no objection to the restoration of the company (you should attach a copy of the solicitor’s letter to the affidavit or witness statement. This does not apply in Scotland)
  • information about when the company was incorporated and the nature of its objects (you should attach a copy of the certificate of incorporation and the memorandum of association and, if appropriate, the articles of association)
  • its membership and officers, director(s) and secretary of the company
  • its trading activity and, if applicable, when it stopped trading
  • an explanation of any failure to deliver accounts, annual returns or notices to the registrar
  • details of the striking-off and dissolution
  • any other information that explains the reason for the application
  • full particulars of the interest of the person signing the witness statement
  • the address of the registered office of the company
  • if the application is by a member: that the company is solvent and carrying on business, if that is the case
  • alternatively that the sole reason for seeking restoration is to recover funds in a company bank account, transfer a property registered in the name of the company etc
  • the share capital of the company, both authorised and issued, and, if a member makes the application, the number of shares held by that member

In England and Wales and in Northern Ireland the above information must be provided in an affidavit or witness statement. In Scotland this information can be provided in the petition to restore.

Further information about the requirements for England and Wales can be found in the ‘Government Legal Department Guide to Company Restoration’. If you require further information about restoration in Northern Ireland or Scotland please contact your solicitor.

When a company is restored to the register with a different company name

The registrar will normally restore a company with the name it had before it was struck off and dissolved. If at the date of restoration the company’s former name is the same as another name on the registrar’s index of company names, he cannot restore the company with its former name. You can check company names online to see if a company’s name is the same as another on the register.

If the name is no longer available, the court order may state another name by which the company is to be restored. On restoration, we will issue a change of name certificate as if the company had changed its name.

Alternatively, the company may be restored to the register as if its registered company number is also its name. The company then has 14 days from the date of restoration to pass a resolution to change the name of the company. You must deliver a copy of the resolution and a notice of change of name by resolution of directors form NM05 to Companies House with the appropriate fee. Companies House will then issue a change of name certificate.

It is an offence if the company does not change its name within 14 days of being restored with the number as its name.

The change of name does not take effect until we have issued the certificate.

Costs or penalties that may apply when restoring a company

Where property has become bona vacantia, the Court may direct that the claimant meets costs of the Crown representative in dealing with the property during the period of dissolution or in connection with the proceedings. The Court may also direct that the claimant meets the registrar’s costs in connection with the proceedings for the restoration.

The company, once restored, must normally pay any statutory penalties for late filing of accounts delivered to the registrar outside the period allowed for filing. The penalties that may be due are:

• unpaid penalties outstanding on accounts delivered late before the company was dissolved
  • penalties due for accounts delivered on restoration, if the accounts were overdue at the date the company was dissolved

The appropriate filing fee must also be paid on submission of outstanding documents (eg annual return fee).

The level of any late filing penalty depends on how late the accounts are when we receive them. For example, a set of accounts that you should have delivered 2 months before a private company was dissolved are normally regarded as 2 months late if you deliver them on restoration and you must pay the relevant penalty. You will not be required to pay late filing penalties of accounts which became due during the period the company was dissolved. Find out more about penalties in the late filing penalties guide.

When the court makes an order for restoration

The applicant must deliver a copy of the court order with the court seal to the registrar to restore the company. A company is restored when you deliver the order to the registrar. When restoring a company that was registered in Scotland, the registrar in Scotland will require a copy of the order certified by the court.

Once a company has been restored by the court

When a company has been restored to the register, the general effect is that a company is deemed to have continued in existence as if it had not been dissolved or struck off the register.

The Court may give directions or make provision to put the company and all other persons in the same position as they were before the company was dissolved and struck off.

A notice will also be placed in the relevant Gazette.

Where a company had bearer shares in issue when it was dissolved

The act of restoring the company cancels bearer shares. If this means that the restored company’s share capital will be nil on restoration and the company is being restored by a former member or officer, that person will have to file an allotment of shares (using form SH01) within one month of the company being restored. Failure to do so is an offence.

The requirement to file the SH01 does not apply if the restoration is being undertaken by a third party.

Administrative Restoration For Dissolved Company

Under certain conditions, where a company was dissolved because it appeared to be no longer carrying on business or in operation, a former director or member may apply to the registrar to have the company restored. This is called ‘administrative restoration’. If the registrar restores the company it is deemed to have continued in existence as if it had not been dissolved and struck off the register. Section 1025 of the Companies Act 2006 gives details of the requirements relating to administrative restoration.

You cannot apply for administrative restoration if the directors voluntarily applied to strike the company off the register.
Administrative Restoration is available where the company was struck off under either section 652 of the Companies Act 1985, the Companies (Northern Ireland) Order 1986 (SI 1986/1032 (NI 6) or section 1000 and section 1001 of the Companies Act 2006.

Persons who can apply for administrative restoration

Only a former director or former member of the company, who was a director or member at the time the company was dissolved can apply.

Companies who can apply for administrative restoration

To be eligible for administrative restoration, the company must have been:

• struck off the register under
  • section 1000 and section 1001 of the Companies Act 2006
  • the Companies (Northern Ireland) Order 1986 (SI 1986/1032 (NI 6)
  • section 652 of the Companies Act 1985
  • dissolved for no more than six years at the date the registrar receives your application for restoration

If a company meets the above criteria, an application for restoration may be made if it meets the following conditions:

• it must have been carrying on business or in operation at the time it was struck off
  • it has delivered all documents necessary to bring the company up to date and paid any outstanding late filing penalties
  • if any property or rights belonging to the company became ‘bona vacantia’, the applicant needs a statement in writing (called a ‘bona vacantia waiver letter’) from the relevant Crown Representative giving consent to the company’s restoration

The ‘bona vacantia waiver letter’ must be obtained from the relevant Crown representative. A fee will be applicable.

The assets of a dissolved company pass to the Crown and are regarded as ‘bona vacantia’ (‘meaning ‘vacant goods’).

How to apply for administrative restoration

You must send an application for administrative restoration form RT01 to the registrar which includes a statement of compliance confirming that the applicant is legally entitled to make the application and that the conditions for administrative restoration are met.

The registrar’s fee for processing the application is £100. Please make cheques payable to ‘Companies House’ and write the company number on the reverse.

Costs or penalties associated with an application for administrative restoration

The applicant must meet the Crown representative’s costs or expenses (if demanded). The company must pay any statutory penalties for late filing of accounts delivered to the registrar outside the period allowed for filing.

The penalties that may be due are:

• unpaid penalties outstanding on accounts delivered late before the company was dissolved
  • penalties due for accounts delivered on restoration, if the accounts were overdue at the date the company was struck off

You must also pay the appropriate filing fee on submission of any outstanding documents.

The level of any late filing penalty depends on how late the accounts are when we receive them. In the case of accounts delivered on restoration, the registrar will normally disregard the period during which the company was dissolved. For example, a set of accounts that you should have delivered 2 months before a private company was dissolved are normally regarded as 2 months late if you deliver them on restoration. You must pay the relevant penalty before the restoration of the company.

The company is not liable for late filing penalties for accounts received on restoration but which became due while the company was dissolved. Find out more about penalties in the Late Filing Penalties guide.

Next steps following the application for administrative restoration

The registrar will give notice to the person who has applied for restoration of his decision. If the registrar decides that he will restore the company to the register the restoration will take effect from the date he sends the notice. The notice will include the company’s registered number and the name of the company. If the company is restored to the register under a different name or with the company number as its name, that name and its former name will appear on the notice.

If the registrar decides not to restore the company to the register, the applicant may apply to the Court for restoration within 28 days even if the period for restoration has expired.

When a company is restored to the register with a different company name

The registrar will normally restore a company with the name it had before it was struck off and dissolved. If at the date of restoration the company’s former name is the same as another name on the registrar’s index of company names, he cannot restore the company with its former name. You can check company names online to see if a company’s name is the same as another on the register.

Alternatively, the company may be restored to the register as if its registered company number is also its name. The company then has 14 days from the date of restoration to pass a resolution to change the name of the company. You must deliver a copy of the resolution and a notice of change of name by resolution of directors (form NM05) to Companies House with the appropriate fee. Companies House will then issue a change of name certificate.

It is an offence if the company does not change its name within 14 days of being restored with the number as its name.

The change of name does not take effect until we have issued the certificate.

Once a company has been restored to the register

When it has been restored, the general effect is that a company is deemed to have continued in existence as if it had not been dissolved or struck off the register.

An application can be made to the Court for directions or provision required to put the company and all other persons in the same position as they were before the company was dissolved and struck off. Any such application to the Court must be made within 3 years of the company being restored.

Where a company had bearer shares in issue when it was dissolved

The act of restoring the company cancels bearer shares. If this means that the restored company’s share capital will be nil on restoration and the company is being restored by a former member or officer, that person will have to file an allotment of shares (using form SH01) within one month of the company being restored. Failure to do so is an offence.

The requirement to file the SH01 does not apply if the restoration is being undertaken by a third party.