Restoration to Company Register

Many people think that once the company has been dissolved, wound up or struck off, you cannot restore it to the register. This is a common misconception because you can.

Reasons for Company Restorations

People apply to restore companies to the register for many reasons. In most cases the company will have been struck off simply because they did not file annual returns or accounts and ignored the reminders from Companies House. Alternatively it may be  because a director or shareholder wishes to realize some actual or potential assets remaining in the company or about to become due to the company or for pursuing legal claims  against a third party.

Under the new Companies Act 2006 there are now two procedures for company restoration. They are known as 1. Administrative restoration and 2. Company restoration by court order

1.Administrative restoration

From 1st October 2009 there is a new provision for the restoration of a struck off or dissolved company in certain circumstances. The Companies Act 2006 section 1024 allows for a new company restoration procedure known as Administrative Restoration, which will be used to supplement the existing Court power to restore companies. It means that the Registrar of Companies has the power to restore a struck off or dissolved company to the register under the circumstances listed below. The Court power will still exist for those cases where the Registrar cannot act.

Administrative Restoration for a struck off or dissolved company can only be used where the company once restored to the register will continue to trade and:

• the company was carrying on business / or in operation at the time of dissolution
• the company has been struck off under sections 1000 or 1001 (power of registrar to strike off defunct company)
• the application is made within a period of 6 years after the date of dissolution
• the Crown has signified consent (bona vacantia issue)
• the company has delivered all the necessary documents to bring the company up to date, i.e. all outstanding documents at the time of dissolution and any that have fallen due during the period of dissolution, and paid any relevant penalties under section 453 or corresponding earlier provisions (civil penalty for failure to deliver accounts) that were outstanding at the date of dissolution or striking off.

We deal with everything for you including advising on requirements of Companies House, preparing the required statement of compliance and  liaising with the Treasury solicitor to obtain his consent.

Costs of an administrative restoration

Our fees  to deal with the company restoration for you are £195 plus vat of £29.25 and there would be a fee of £100 payable to companies House and a fee of £70 payable to the Treasury solicitor making £394.25 in total payable in advance.

If having read this you now wish to make further enquiry or proceed to with an administrative  company restoration to the company register at Companies House please  contact us

2. Restoration by  court order.

If you do not qualify to make an administrative restoration because for example you applied voluntarily to strike off the company, then we need to apply to the High Court.

An court application may be made by:-

(a) the Secretary of State,

(b) any former director of the company,

(c) any person having an interest in land in which the company had a

superior or derivative interest,

(d) any person having an interest in land or other property—

(i) that was subject to rights vested in the company, or

(ii) that was benefited by obligations owed by the company,

(e) any person who but for the company’s dissolution would have been in

a contractual relationship with it,

(f) any person with a potential legal claim against the company,

(g) any manager or trustee of a pension fund established for the benefit of

employees of the company,

(h) any former member of the company (or the personal representatives of

such a person),

(i) any person who was a creditor of the company at the time of its striking

off or dissolution,

(j) any former liquidator of the company,

(k) where the company was struck off the register under section 1003

(voluntary striking off), any person of a description specified by

regulations under section 1006(1)(f) or 1007(2)(f) (persons entitled to

notice of application for voluntary striking off),

or by any other person appearing to the court to have an interest in the matter.

 When can an application be made?

 An application must be made within 6 years of the company being dissolved. However it can be made  at anytime if the application is made  for the purpose of bringing proceedings against the company for damages for personal injury.

Effect of court order for restoration to the register.

The general effect of an order by the court for restoration to the register is that the company is deemed to have continued in existence as if it had not been dissolved or struck off the register.

What does it cost for companies registered in England or Wales?

The Treasury Solicitor will usually agree to an application subject to undertakings being given to remedy the default eg by filing updated accounts. He will also require payment of his costs which are usually approximately £300.

In addition there are our own fees for dealing with the court application which are £750 plus vat of £112.50 and the court fees and commissioner for oaths fees of £150 - a total of £1012.50

You may find some competitors fees quoted for company restoration to the Companies House roll appear lower than ours. Do not be mislead! We endeavour to be totally honest from the outset with our clients. Our fees and disbursements quoted above include everything - there are no hidden extras for example solicitors fees. In addition we offer a professional and quality service. We receive all court and Companies House communications. Competitors who simply "advise" and draft documents leave you to deal with the Court etc. This can be stressful if you get things wrong. When you communicate with us by phone or email you receive immediate responses. We make the process easy for you.

What does it cost for companies registered in Scotland?

• If you would like to proceed with restoration of your dissolved company, or you have any queries, please contact us for more details.

• Alternatively please call us on 0845 4565273 ( from UK) or +44(0)1925757887 (from overseas) for a no obligation discussion.