Restoring a company to the Companies House register is possible in certain circumstances. Whatever your needs - our expert team has dealt with many restoration applications - call us today for further help.

Introduction

All companies (including LLPs) in England and Wales are registered with Companies House, where all details of the company are stored. 

Situations arise where a registered company will be struck off the register at Companies House, which will lead to dissolving a company.

This company restoration guide has been prepared by our expert team – we are here to speak to you today, whatever the nature of your call.

How does a company dissolution take place?

Dissolving a company can arise in one of two ways:

  • Involuntary strike off
  • Voluntary strike off

Involuntary strike off

The Registrar of companies at Companies House has the power to strike off a registered company and dissolve it, where the registrar believes the company is not carrying on business.  The registrar may take such action, without the consent of the company’s directors if:

  • annual returns and/or accounts have not been filed by their due date(s)
  • post sent by the Registrar to the company’s registered office address is returned as undelivered
  • the company has no registered directors

Prior to the registrar striking off and dissolving a company, it will write and give notice of the intention to strike off the company.  If nothing is heard from the company after a period, as stipulated by legislation, the company will be struck off and dissolved.

Similarly, if the company is being wound up by liquidation and the returns required to be filed during this time by the liquidator are not filed, or if the Registrar believes no liquidator is acting or the affairs of the company are fully wound up, the Registrar will dissolve the company once the process, stipulated by legislation, has been completed.

Voluntary Strike Off

Situations may arise where there is no longer a need for a company to be in existence, and closing a limited company would be appropriate and it is be removed from the register at Companies House.  Closing a limited company can arise where: –

  • the business of the company has been wound up
  • the business and assets of the company have been transferred elsewhere, resulting in the company being a shell
  • the company may be a subsidiary in a group that is no longer needed, typically arising following a restructure
  • the purpose for which the company was set up is no longer been needed

Before looking to voluntarily strike off a company, it is important to consider whether there are any assets held by the company, both tangible (i.e. property) and intangible.  If matters are overlooked and the company is dissolved, a situation may arise where the company needs to be restored so that the unresolved aspects can be concluded.

Why may there be a need to restore?

There are situations that arise where a company may be struck off the register, but following this, restoring a dissolved company is needed.  This can arise where: –

  • a company had an asset registered to it at the time of it being dissolved, which needs to be addressed
  • a company is continuing to trade, but was struck off due to its failure to file annual returns and accounts
  • a party has a claim against a company that has been dissolved and needs to have it restored in order to bring the desired action.

How does company restoration happen at Companies House?

Company restoration can happen in two ways : –

  • Administrative Restoration
  • Restoration by Court Order

Administrative Restoration

Applying to have a company restored this way typically arises where a company has been dissolved for failure to keep up to date with its filings, or where it has been struck off by the Registrar despite the company continuing to carry on business.

Applying to restore a company on this ground can be made by:

The individual(s) must have been a member at the dissolving of the company.

The application is made no more than six years from the date the company was dissolved.

There are various elements the application for administrative restoration must meet if it is to be successful.  This includes the company filing all accounts that were due, together with payment of any financial penalties that may have arisen (for example on the late filing of account).

If this is all complied with, the company will be restored to the register and treated as though it had never been dissolved.  

Restore dissolved company by Court Order

If a company was in an insolvency procedure prior to it being struck off, seeking restoration by Order of the Court will be required.  There are other situations where this method of seeking restoration will be required.

Those who can apply for restoration via this route, as opposed to administrative restoration include:-

  • any former director of the company
  • any former member of the company (including their personal representatives)
  • a creditor of the company at the time it was struck off and dissolved
  • a person who would have been in a contractual relationship with the company, but for the company’s dissolution
  • any person with a potential legal claim against the company
  • any person who has an interest in land or property that is in the company’s name
  • a former liquidator of the company

There are several conditions that will need to be satisfied when bringing the application.  This will include the application having to be made within six years of the date the company was dissolved, save for some minor exceptions.  Like the process with administrative restoration, it will be necessary to ensure all accounts and filings are made up to date, as well as paying any penalties to Companies House that may have arisen.  

If the application is successful and the company is restored to the register, it will be treated as though it had never been dissolved. 

What happens after company restoration takes place?

Once company restoration happens, if the purpose of company restoration was to place the company into liquidation, possibly so that investigations can get underway, a creditor or other party with standing to do so, may take steps to place the company into liquidation.  At this point, the action of the directors of the company may be reviewed by the appointed liquidator to establish if there are grounds to bring action against the directors.  This may be particularly relevant if there were distributions of the company’s assets to members at a time when there were unsatisfied creditors.  


Our fantastic team can help on any type of company restoration issue. Or speak to Gemma Newing today for immediate assistance.

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