Restoring A Dissolved Company & Restoring a Company to the Register

Restoring a company is an important service for businesses that have been dissolved or struck off but need to be reinstated on the Companies House register. There are two main ways to restore a company: Administrative Restoration and Company Restoration by Court Order. Each method is designed for different situations and has its own set of requirements and procedures.

Administrative Restoration

Administrative Restoration is a simple process that directors or company secretaries can use to restore their companies to the register if it was struck off involuntarily by the Registrar of Companies due to non-compliance. This could be due to the failure to submit annual returns or accounts. To qualify for this method, the applicant must demonstrate that the company was trading or operating during the time it was dissolved and that all statutory filings are up to date.

The key steps for administrative restoration include:

• Submitting an application to the Registrar at Companies House
• Providing all outstanding company documents and filings
• Paying any owed penalties and the restoration fee
• Securing a letter of no objection from the Treasury Solicitor or, in the case of property involved, from the Bona Vacantia division

Company Restoration by Court Order

In cases where administrative restoration is not possible, because the company was voluntarily dissolved by its members, a court order may be necessary for restoration. This method involves more complex legal proceedings and is typically required when there are significant reasons to restore the company, such as regaining control of assets, continuing legal actions, or clearing outstanding debts.

The essential steps in this process are:

• Filing a claim form to the court
• Serving the claim to necessary parties, including the Registrar of Companies and the Crown’s representative
• Convincing the court of the legitimacy and necessity of the restoration
• Complying with any court conditions for restoration

When a company is struck off or dissolved, it ceases to exist legally. However, there may be compelling reasons to restore such a company to the register at Companies House. Our Company Restoration Solicitors specialise in this field, providing expert legal services to navigate the complexities of bringing a company back into legal existence. The main reasons why companies may seek restoration are:

Regaining Control of Assets

Upon a company’s dissolution, its bank accounts are frozen, and any remaining balances are transferred to the government treasury. The process of restoration enables the retrieval of these funds.

Additionally, restoration may be essential for reclaiming ownership of property or intellectual property that was not transferred before the dissolution of the company.

Legal Claims and Litigation

By restoring a dissolved company, legal claims such as outstanding debts owed to the business but uncollectible during the dissolution period can be pursued.

If there are ongoing legal actions against the dissolved company, restoration may be necessary for an effective defence in those lawsuits.

Continuation of Business

A company can be dissolved unintentionally or without the awareness of its directors or shareholders. Restoration grants the opportunity to recommence business operations without the necessity of establishing a new company.

Fulfilling existing contracts that were active prior to the dissolution can be another significant reason for restoring a company, as it enables the continuation of ongoing business commitments.

Correcting Administrative Oversights

Failure to comply with administrative obligations, such as neglecting to submit annual returns or accounts, can result in a company’s involuntary dissolution. Restoration reverses the effects of these oversights, allowing the company to regain its legal status.

In certain instances, companies may have been voluntarily dissolved despite having ongoing business opportunities or pending matters. Restoration offers a mechanism to reverse this decision, enabling the company to continue its operations and address unresolved issues.

Strategic Business Decisions

In the event of mergers or acquisitions, companies may encounter the need to restore a previously dissolved entity. This strategic move aims to consolidate assets under a unified corporate structure. It can serve as part of a rebranding strategy or a re-entry into the market by leveraging a formerly successful business name and model.

At Mounteney Solicitors, we understand the complexities involved in company restoration. Our team of expert Company Restoration Solicitors offers tailored advice and dedicated support to navigate this intricate legal process. We ensure that our clients can achieve their restoration goals effectively, adhering to legal standards and minimising potential risks.

Our team of Company Restoration Solicitors at Mounteney is committed to expertly guiding you through the complex process of restoring your company. Whether you need administrative restoration or court-ordered restoration, we provide comprehensive support, including eligibility assessments, meticulous preparation and filing of applications, and robust court representation if necessary.

Our professional and approachable Company Restoration Solicitors prioritises a client-focused approach, ensuring that each step is handled with precision and care. Choose Mounteney Solicitors for responsive, reliable, and knowledgeable legal services that simplify the company restoration process. We are dedicated to achieving the best possible outcome for your business with minimal disruption to your operations.

If you need detailed assistance and want to begin the restoration process, contact our Company Restoration Solicitors today. Let us help restore your company’s legal status so you can continue to thrive in your business endeavours.

If a company has been dissolved by the Registrar of Companies, there are two methods to restore it. One is administrative restoration, which is a simple option available if you were a director or shareholder of a company that was actively trading at the time of its dissolution and was struck off and dissolved within the past six years.

In case the company does not meet the above criteria, it must be restored through a court order. This is especially necessary if the primary goal is to reclaim assets that have reverted to the Crown under “bona vacantia.”

For those eligible for administrative restoration, the process involves submitting several key documents to Companies House:

• Application Form: A completed RT01 form specifically for administrative restoration.
• Restoration Fee: A cheque for £100, made payable to ‘Companies House’.
• Outstanding Documents: Any overdue filings, such as annual accounts or confirmation statements, which were previously known as annual returns.
• Additional Fees: Any penalties that need to be cleared alongside the filing fees.
• Bona Vacantia Waiver Letter: If the dissolved company had assets, a waiver letter from the Bona Vacantia division is necessary.

At Mounteney Solicitors, our expertise extends beyond company restoration. As experienced bona vacantia solicitors, we specialise in assisting clients with reclaiming assets that have reverted to the Crown. From preparing the Bona Vacantia Waiver Letter to managing all necessary documentation, we handle every detail to ensure a smooth and efficient restoration process.

Our team is dedicated to guiding you through every step of administrative restoration, offering tailored advice and support to achieve the best possible outcome. Contact our expert Company Restoration Solicitors today to discuss how we can assist with your company restoration needs.

If an application for administrative restoration is rejected by Companies House, seeking a restoration through a court order can be a suitable alternative. This option is particularly helpful if the main objective is to recover finances for shareholders without the need to resume business operations. With this approach, the company may be relieved of the obligation to file outstanding accounts and pay penalties, ultimately reducing costs.

To initiate an application for a court order, it is best to do so within 28 days of the Registrar’s decision, even if the statutory period for appealing to the court for restoration has passed. This option is also suitable for cases where the company was undergoing insolvency proceedings before being struck off or if Companies House restoration is not allowed.

Situations that may require a court-ordered restoration:

• You did business with them
• You worked for them
• They owed you money when they were dissolved
• You’re responsible for their employee pension fund
• You have a shared or competing interest in land
• You were a shareholder or director when it was dissolved

The process to obtain a court order involves several crucial steps:

Filing a Claim: Complete a claim form and submit it to the court handling bankruptcy closest to the company’s last registered office.

Supporting Documentation: Accompany your claim with a witness statement that includes details as required under section 4 of the Treasury Solicitor’s guide to company restoration.

Court Fee: A fee of £280 must accompany the submission of the claim form.

Upon a successful claim, you will receive a court order for the restoration of the company. This court order must be formally processed by Companies House to restore your company. If there are any assets that have not been disposed of by the Treasury Solicitor, they will be returned to your company. However, if any assets have been sold, the Bona Vacantia Division will compensate for the proceeds after deducting costs associated with the sales.

At Mounteney Solicitors, we have over a decade of experience in corporate law and can provide you with expert guidance and support throughout the restoration by court order process. We take great care to ensure your application is meticulously prepared and managed, increasing the chances of a favourable resolution.

The company restoration process may be expected to take around 120 days, provided that there aren’t unusual circumstances.

Mounteney Solicitors promise to:

• Take your instructions
• Contact Companies House and make arrangements including late filings and application as necessary
• Liaise with solicitors for Crown or Duchy as required
• Support in the preparation and issuing of Court proceedings and evidence
• Liaise with banks and other parties as necessary following restoration
• For Court restoration, provide Court and Companies
• House notices once the purpose of the restoration is completed, to have the company re-removed afterwards
• Offer a guidance service.