Restoring a UK Company to the Register

When a company has been struck off the register at Companies House and dissolved, it ceases to legally exist. However, there may be circumstances where a company needs to be restored to the Register. Often, this is to recapture value in a dissolved company, or because the company wishes to continue or resume trading.

Any assets owned by the company on dissolution will vest in the Crown as Bona Vacantia. Essentially, this means that any rights or value previously attributed to the company will be lost and will go to the Crown unless an application is made to restore the company and reclaim it.

A company may be restored to the Register either by Administrative Restoration or by Court Restoration. The procedure required will depend on the circumstances of the company.

In both procedures, the Registrar of Companies will usually require at least that all outstanding documents are filed at Companies House and any outstanding filing fees are paid.

Administrative Restoration

Administrative Restoration is simpler and faster, but is only available where:

• The company was struck off the register by the Registrar of Companies within the last six years, e.g. often for failing to file annual accounts or annual returns.
• The restoration application is made by a director or shareholder.
• The company was trading at the time that it was struck off the register and dissolved.

Court Restoration

If Administrative Restoration is not suitable, an application will need to be made to the Court to restore the company to the Register. This will include cases where the company’s director applied for voluntary strike-off.

As a Court Restoration requires the procurement of a court order, it is usually a longer and more costly process. That said, the length of the process and its costs will ultimately depend on the requirements of the Registrar and the court processing times.

A Court Restoration may be applied for by:

• Former directors or shareholders, e.g. to recover assets or continue trading.
• Creditors of the company who wish to recover debts or those with other potential claims against the company.
• Persons who have a shared or competing interest in land with the company.
• Persons responsible for the company’s employee pension fund.
• Any other person who has a reasonable interest in the matter.

Procedure for Court Restoration

Whilst the procedure for Administrative Restoration is an application in a standard form to be submitted simply to the Registrar of Companies, an application for Restoration via the Courts is a more complicated process which can appear much more daunting if not fully understood.

To apply to the Court for the restoration of a company, you must file a Claim Form and Witness Statement together with any supporting documentation explaining the reasons why the restoration is sought.

Once the Court has issued that application (recording it on the Court records, endorsing it with a Court seal and listing it for a hearing), the sealed Claim Form and Witness Statement must then be served by the applicant on the Registrar of Companies and the Treasury Solicitor. The applicant will need to liaise with them to satisfy the Registrar’s requirements before the court hearing. The Registrar’s requirements will vary on a case-by-case basis and will often depend on the nature of the business and the purpose of the restoration application.

Once the requirements have been satisfied, the court order is then sought and, if an order is made, the company is regarded as having continued in existence as if it had not been struck off and dissolved.

Timeframes

A Court Restoration will usually take at least three months, but this will depend on the Court and the Registrar’s requirements.

How can we help?

Applying to restore a company to the register can be complicated and burdensome for applicants. However, with appropriate legal advice from the outset, this process should run in a smooth manner that will enable you to meet your goals.

Ashtons Legal can assist you with:

• Preparing the application for restoration, ensuring that this contains the required details and evidence in support.
• Liaising with the Registrar of Companies and the Treasury Solicitor to satisfy the Registrar’s requirements.
• Preparing for any court hearings.
• Assisting with recovery of assets once the company has been restored.
• Liaising with any other parties as required.

Contact our insolvency solicitors today

If you require any advice regarding company restoration generally, or you have a specific query regarding the settlement of outstanding business, the recovery of assets, or resuming business activities, Ashtons Legal are on hand to assist you with the process.

Please contact our dedicated insolvency and corporate recovery team by calling 0330 404 0767 or complete our online enquiry form.