Table of Contents
In Short
- Company restoration is the process of reinstating a dissolved or struck-off company to the Companies House register.
- Two methods are available: administrative restoration for directors or shareholders, or court order restoration.
- Restoration may be needed if the company has assets or ongoing business matters.
Tips for Businesses
Before attempting company restoration, assess the reason for dissolution and gather necessary documents. Seek legal advice to ensure the correct method is followed and any remaining liabilities are addressed, ensuring a smooth restoration process.
As a business owner, you may have more than one business. You may be a director or shareholder for a company that no longer legally exists. For example, one that has been dissolved or struck off the Companies House register. If so, it may be possible to restore it. This could be helpful if, for example, you still have money in your previous company bank account. This article will, therefore, explain the legal process and requirements for company restoration for your business.
What is Company Restoration?
Company restoration is when you apply to restore a company’s name onto the Register of Companies at Companies House. You may do this when a company has been dissolved or struck off the company’s register. This means the company no longer exists, so it is not a legal entity, and all assets belong to the Crown.
Why Might I Need to Restore My Dissolved Company?
If, as a business owner, you have voluntarily dissolved your company, there are times when you may need to restore it. Alternatively, it could have been struck off the company’s register.
You may need to restore your company, for example, because the dissolved company:
- has money left in the company bank account;
- did not comply with the administrative actions required by Companies House, such as filing accounts;
- is the owner of a property; or
- need to take out a business claim for business losses.
Suppose you do realise that you need to restore your dissolved company. In that case, getting legal advice from good litigation solicitors is helpful to ensure you carry out the process correctly and effectively.
When you incorporate a company in England and Wales, you must maintain a number of company registers at its registered office or at the Companies House. This template includes these company registers.
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How Can I Restore My Dissolved Company?
You can restore your dissolved company by administration or through a court order. Which process you use depends on the circumstances of the company and the person requesting the restoration. We go through each procedure below.
What is Administrative Restoration?
You can apply to Companies House to restore your company through administrative restoration, provided you meet the following criteria:
- you used to be the director or shareholder of the company when it was dissolved;
- within the past six years, the Registrar of Companies House dissolved the company; and
- the company was still trading when it was dissolved.
To restore a company through administrative restoration, you will need to:
- complete an application form with Companies House;
- pay Companies House £100;
- carry out and submit any outstanding Companies House procedures;
- get and submit a waiver letter from the Bona Vacantia Division of the Government Legal Department if the company has any assets; and
- get a Statement of Compliance which shows you have the authority to apply and have met the relevant conditions in the Companies Act 2006.
What is Company Restoration by Court Order?
You may apply to restore your company through a court order if administrative restoration is unsuccessful and can do so within 28 days of the unsuccessful decision.
If someone not a director or shareholder of your dissolved company wishes to restore it, they must obtain a court order. They will need to:
- make an application to the court that is nearest to the company’s registered address and one which deals with bankruptcy;
- pay a fee to the Court of £280; and
- submit a witness statement to the court, which contains the information in section 4 of the Treasury Solicitor’s Guide to Restoration.
Once a court order is obtained, it must be sent to the Registrar of Companies and Companies House.
Someone may want to restore your company because they are interested in it. For example:
- an employee;
- former business relations;
- someone who has a competing interest in your company’s land or property;
- someone owed money by your company; or
- a person who was responsible for their employee pension fund.
Key Takeaways
Restoring a company involves returning a dissolved or struck-off company back onto the company register. This process changes the company from being no longer a legal entity to becoming active again, usually in the same position it held before being dissolved or struck off. Businesses may restore a company for various reasons, such as reclaiming money in its bank account or property it owns.
There are two ways to restore a company:
- administrative restoration; and
- restoration by court order.
Administrative restoration applies if certain conditions are met, such as being the director or shareholder at the time of dissolution. You will need to submit an application to Companies House and pay a fee. If the administrative route is denied, you can apply for restoration through a court order within 28 days.
If you need help understanding company restoration, our experienced disputes and litigation lawyers can assist as part of our LegalVision membership. For a low monthly fee, you will have unlimited access to lawyers to answer your questions and draft and review your documents. Call us today on 0808 196 8584 or visit our membership page.
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