When a Limited Company or Limited Liability Partnership is dissolved, its remaining assets pass to the Crown. A dissolved company's assets or goods are ownerless; a legal concept called bona vacantia. Unplanned dissolution can mean that valuable assets are lost this way.A company’s assets can be tangible and intangible, for example:
- Tax losses that have not been utilised
- Domain names
- Trading names and Trademarks
- Copyright material
- Bank accounts
- Leases and property
- Insurance claims
Limited Companies and Partnerships (LLPs) that have been dissolved or struck off the Register at Companies House can be restored. A company that is restored is deemed to have continued in existence as if it had never been dissolved.
Administrative restorations are only applicable to Companies that have been struck off or dissolved by the Registrar of Companies. If a company has been liquidated or struck off at the application of the directors or a liquidator, the appropriate procedure for restoring the company is a Court Order restoration. Companies House will strike off a company if it fails to submit its accounts or Annual Confirmation Statement on time, or if it has failed to pay a fine for submitting accounts late. A Company that fails to notify Companies House of a change of Registered Office will not receive reminders and other notifications from Companies House which quite often leads to statutory information being submitted late or not at all and consequently being struck off.
- This process is relatively quick because there is no need to obtain a court order.
- However,before the company or LLP can be restored all outstanding Annual Returns and Accounts will have to be filed and any fines or penalties paid.
It is possible that the original company name may not be available if another company or LLP has registered a similar name. A dissolved company does not have priority and will need to change its name.
The following conditions apply for an administrative restoration:
- The Company or LLP must have been in business at the time it was struck off.
- An application for an administrative restoration must be made within 6 years of the date the company or LLP was struck off.
- The application must be made by a director, shareholder, guarantor or partner at the time the company was dissolved.
Charges and disbursements directly related to the restoration process are:
Compared to a court order restoration this is not an expensive process. However,all outstanding Annual Returns and Accounts will have to be filed and any associated fines and penalties issued by Companies House will also have to be paid.
- Treasury Solicitors Fee of £64 (£180 if the registered office of the company is in one of the Duchy estates)
- Companies House fee of £100
- Our Fee £85+vat
You may also incur other costs and penalties, such as;
- Companies House Confirmation Statement fees- (cheque or postal order only) £40 each
- Fines charged by Companies House for late accounts, as follows:
- Accounts filed up to 1 month late £150
- Accounts filed between 1 to 3 months late £375
- Accounts filed between 3 to 6 months late £750
- Accounts filed more than 6 months late £1500
These fines are doubled automatically if your accounts were filed late in previous years. When a company is struck off, the date on which it ceases to exist is the date that counts for the submission of missing accounts. So if, for example, a company is struck off one month after the last date on which accounts are due, the penalty for missing accounts can only be for one month. Even if you file them 3 years later when you apply to restore the company.
In addition to the costs and penalties charged by Companies House,you may also ask us to complete outstanding returns and non trading accounts (If trading account are required, you will need an accountant), our charges for doing so are as follows:
- Preparation of any Confirmation statements £40+vat each
- Preparation of non trading accounts- £40+vat each
- Our charge for issuing cheques - £15+vat each
Court Order Restorations
The following is a brief summary of Court Order Restorations. We no longer provide a Court Order restoration service.
Companies can also be dissolved by the directors or a liquidator when:
- The directors submit a DS01 (a request to strike off the company) or LLDS01 — if the applicant is an LLP
- The Company goes through a formal liquidation
Companies that have been dissolved by the directors or a liquidator can only be restored via the Court and only within 6 years of the date of dissolution unless the applicant has case against the company for personal injury.
An application to the court can be made by any of the following;
- Former directors, shareholders, guarantors, trustee of the employee’s pension fund and the company’s liquidator.
- Ordinary creditors or a person who is a creditor of the company by virtue of a contractual agreement with the company.
- A person who shares an interest in land or property with the company.
- Anyone who appears to the court to have a valid interest in the company.
- Except in the case of a personal injury the application for restoration must be made within six years of the date of dissolution of the company.
Court Order Restorations are 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.