Restoring a dissolved company to the register

The two routes compared

The administrative route is in sections 1024 and 1025, and the court route in sections 1029, 1030 and 1031. The fee is from GOV.UK: restore your dissolved company and Companies House fees.

Administrative restoration

Administrative restoration is available for a company struck off by the registrar under section 1000 or 1001 as defunct, or under section 1002A, and the application must be made within six years of dissolution (section 1024). It cannot be used if the directors applied for voluntary strike off (Companies House restoration guide).

Section 1025 sets three conditions. The company was carrying on business or in operation when it was struck off. If any property passed to the Crown as bona vacantia, the Crown representative has consented in writing. And the applicant delivers the documents needed to bring the company's records at Companies House up to date and pays any outstanding penalties. The application includes a statement of compliance.

What goes with the RT01

• The completed form RT01 and the £341 fee (GOV.UK: restore your dissolved company).
• Outstanding documents, such as accounts and confirmation statements.
• Any filing fees and penalty payments due.
• A waiver letter from Bona Vacantia if the company had assets, applied for on form WA1.

Restoration by court order

Section 1029 lets the court restore a company struck off under any of the strike-off sections, including voluntary strike off under section 1003, or dissolved after winding up. Applicants include the Secretary of State, former directors and members, creditors, former liquidators, people with an interest in land the company held, and any other person who appears to the court to have an interest.

The time limit is six years from dissolution, except for bringing personal injury proceedings, which can be made at any time. After a refused administrative application, a court application can be made within 28 days of the registrar's decision even if six years have passed (section 1030).

In England and Wales the claim is a Part 8 claim form (N208) to the Companies Court or a district registry; in Scotland it goes to the Court of Session or the Sheriff Court; in Northern Ireland it is an originating summons. The documents are served on the registrar and on the Treasury Solicitor, the Lord Advocate or the Crown Solicitor, and the court needs written confirmation that the bona vacantia solicitor does not object (Companies House restoration guide). The restoration takes effect when a copy of the order is delivered to the registrar (section 1031).

The effect of restoration

A restored company is deemed to have continued in existence as if it had not been dissolved or struck off (section 1028 for administrative restoration; section 1032 for a court order). Any property that passed to the Crown can come back, subject to the Crown representative's costs.

The company is not liable to a late filing penalty for accounts whose filing period ended after dissolution and before restoration (section 1028). Companies House's guide says the registrar will normally disregard the period the company was dissolved (restoration guide).

If the former name is no longer available, the company is restored under its registered number as a temporary name and must pass a resolution to change its name within 14 days (restoration guide).

Questions