Companies limited by shares (LTD), guarantee (LBG) and/or Limited Liability Partnerships (LLP) can be restored or reinstated if they have been dissolved or struck off the Companies House Register.
The process of restoring a dissolved company depends on how and why a company was struck off.
- If the company was struck off by the Registrar of Companies under section 1000 or 1001 of the Companies Acts 2006, it can be restored using an administrative restoration.
- A company that has been dissolved by the directors submitting a DS01 (a request to strike off the company) or LLDS01 — if the applicant is an LLP — or liquidation can only be restored through a court application. This is called a court order restoration.
The effect on a company, however it is dissolved or struck off, remains the same: it ceases to exist. Moreover, once a company ceases to exist, its assets become ownerless (bona vacantia) and pass to the Crown. In order to recover those assets, the company must be restored to the Companies House Register.
Administrative Restorations in England and Wales
Administrative restorations are cheaper and quicker as they typically take about 8 weeks, provided that any missing paperwork requested by Companies House is ready to be submitted.
An application for an administrative restoration can only be made if:
- the company was trading at the time it was struck off, and
- the company was struck off within 6 years of the date of the restoration application, and
- the application is being made by a director, shareholder, guarantor or partner at the time the company was dissolved.
The process is relatively straight forward as follows:
Step 1. Getting a waiver letter
- If the company being restored had property in England and Wales and its registered office was not in the Duchies of Cornwall and Lancashire, the application must be made to the Treasury Solicitor using Form BVC14. The Treasury charges £64 for the waiver letter.
- If the registered office was located in the Duchies of Cornwall and Lancashire, the application must be made to the Duchy’s solicitors Farrer & Co., who charge £150+vat for the waiver letter.
The areas making up the Duchy’s estate are as follows:
- Or parts of Greater Manchester, Cheshire and Cumbria
Assuming the Treasury Solicitor or Farrer & Co have not had to deal with any assets of the company — such as land or leases — there won’t be any further costs. If, however, they have dealt with such assets, the Treasury Solicitor and the Duchy’s solicitors will look to recover their additional costs.
Step 2. Applying to Companies House
- Once you have the waiver letter, you will need to make an application at Companies House. If you are restoring an LTD company or an LBG company, use Form RT01. If you are restoring an LLP partnership, use Form LLRT01.
- The application to Companies House will need to be accompanied by any documents that you have failed to file as well as any documents that are due prior to the date of restoration. Therefore, accounts and annual confirmation statements will need to be completely up to date. Further, if you are filing Annual Confirmation Statements (CS01), you cannot do so online. You will have to complete the 28-page document and post it to Companies House along with your RT01.
Step 3. Completing all the due payments
- Companies House charges £100 for an application to restore a company or partnership.
- Each confirmation statement requires a £40 filing fee applicable for paper submissions (not the usual £13 fee charged for online submissions).
- Any outstanding penalties will also need to be paid. Additionally, accounts that have been filed late will produce a penalty, which will depend on how long overdue the accounts are and whether this is a first or second offence. However, Companies House does not increase the charge for the period the company has been struck off the register.
Step 4. Companies House reinstates your company
- If your company’s paperwork is up to date and all the fees have been paid, the Registrar of Companies should confirm your application within 3 weeks of receiving it. Your company will be restored to the register and appear as active. There will be a notice of the restoration in the London gazette, or the appropriate gazette if the company has been registered in Scotland or Northern Ireland.
- As a result of the restoration, you will be free to continue trading or recover any assets that belonged to the company. If you act quickly enough following the dissolution, it is possible that assets — such as funds in the company bank account — have not yet been transferred to the Treasury and the process will be even quicker.
It is important to be aware of the possibility that you will need to use a new company name in case the original, or a similar, name is being used by another company that has been registered in the intervening period between striking off and restoration. Consequently, forms RT01 and LLRT01 will ask you to provide alternative names at such time.
The fact of the dissolution and restoration will be permanently on the company’s records at Companies House.
Court Order Restorations
Non-contentious restoration cases
Court Order Restorations can also be straight forward. Providing the applicant has all the paperwork ready and available, it should be possible to get a court order in 4–5 months. Furthermore, the Companies Court in London has adopted a practice of attempting where possible to deal with these cases by consent without a formal hearing (see the Courts Practice Note issued on 12 November 2012, Appendix D). Thus, in non-contentious cases, the applicant will not need to attend court. Other courts around the country are following suit.
Typically, non-contentious cases involve a company having been dissolved by the owners, with the assets held by the company being overlooked; for example:
- Bank accounts.Most owners of small businesses deal with their bank accounts on a daily basis and often forget about them being company bank accounts. We have seen several cases where companies have been dissolved with accounts having substantial balances.
- Flat management companies with freeholdsWe are occasionally approached by residents of small blocks of flats, where a company has been set up to own and manage a freehold on behalf of the residents. However, due to lack of activity regarding the freehold, the company gets dissolved. Thus, when a resident decides to sell, they discover that they cannot pass on their interest in the freehold since it has become the property of the Crown.
- Intangible assetsAssets such as patents, copyrights, website domain names, trademarks and so on can have a frequently overlooked value.
Former directors, shareholders, liquidators and creditors all have the right to challenge a Court Order Restoration. The Registrar of Companies and HMRC may also challenge it, although this rarely happens.
Court Order Restoration procedure
Step1. Start the process by preparing a witness statement and sending that to court together with a claim form and the £280 court fee.
Step 2. A sealed acceptance form is returned by the court, which you are then required to serve on the Registrar of Companies at Companies House (the defendant), for them to be aware of your claim. You will further be notified of the court date. There is normally a period of 3 months for the hearing date, which should be sufficient for you (the claimant) to provide all the necessary paperwork. You can send proof to Companies House of your claim at the same time, for instance, a copy of your company’s last bank statement if the purpose of your application is to recover frozen funds.
Step 3. The treasury solicitor — acting on behalf of Companies House — will set out the conditions (known as undertakings) with which the Registrar of Companies will expect you to comply as a condition of agreeing to the restoration. These conditions will depend on the reason you are restoring the company. Further, the Registrar of Companies may also require documentation to support your claim, if you have not already provided it. Moreover, the treasury solicitor will issue a letter stating that they have no interest in the property of the company (the bona vacantia letter) along with issuing a consent order to be submitted to the court.
Step 4. The undertakings are completed in a specific form and returned to the treasury solicitor together with the requested documentation and a fee of £300 to cover the Registrar of Companies’ costs.
Step 5. At the hearing, the judge — without the need for the claimant to attend — will order the company to be restored.
Once your company is restored, you can recover any assets that were left in the company. After you have recovered your assets, you will need to comply with the undertakings you gave to Companies House, including the dissolution of the company again.
What is a dissolved company?
A dissolved company is a company that has been removed (struck-off) the register at Companies House. Once it has been removed it ceases to exist, and its assets become ownerless (bona- vacantia)
What is the difference between a dissolved company, a struck off company and a liquidated company?
There is no difference between a struck-off company and a dissolved company; both terms refer to a company that has been removed from the Register at Companies House. Liquidation refers to the process of turning the assets of a company into cash, either to pay off creditors or to distribute to shareholders.
Who can strike off or dissolve a company?
Providing a company has no debts or has sufficient funds to pay its debts and has not changed its name in the period of 3 months prior to making an application or got rid of any significant assets during that same period, the majority of the directors can apply to have the company dissolved by submitting a form DS01 and paying £10.
The Registrar of Companies can strike off a company if it fails to file its Annual Confirmation statement and accounts and does not respond to correspondence. The Registrar will take the view that the company is no longer trading.
If a company is insolvent or does not meet the requirements for the filing of a DS01, the directors can apply to a liquidator to have the company dissolved.
For more information about our restoration service