Company Restoration Guide

Company restoration is the process by which a company that has been dissolved can be ‘brought back to life’. You might want to restore your dissolved company in order to recover its assets or to continue trading.

The Companies Act 2006 covers the process of restoring a dissolved company. There are two routes business-owners can take to restore a dissolved company. These are called:

a. Administrative Restoration

b. Court Application to Restore

Which procedure is most suitable for your circumstances depends on the reason why your company was dissolved in the first place and the reason why you now want to restore it.

Different rules, costs and potential risks apply to the two routes so it is important to take professional legal advice to give your application the best chance of success and to ensure that the benefits of restoring your company will not be outweighed by the costs.

a. Your company may have been dissolved for various reasons, such as:

b. Your company was struck off because you failed to file accounts or your annual return on time.

c. You voluntarily applied to dissolve your company (for example because you were not making enough profit or you had problems with you business that you were unable to solve).

d. The company was wound up and the liquidator had ceased to act.

 

Reasons to restore a company

 

The most common reasons why business owners would seek to restore a company are:

a. It was never their intention to dissolve it in the first place

b. They want to recover the company assets

c. They have decided to start the business up again and return to trading

d. The company has unfinished business or legal proceedings which can only be completed if it is restored.

 

How to restore a dissolved company

 

The first step to restoring your company is to find out which route is the most appropriate for you. This depends on various factors and it is recommended that you seek professional legal advice before embarking on the process. The company restoration guidance below outlines the likely process and risks associated with both routes.

 

The process of Administrative Restoration

 

Administrative restoration is often – but not always – the quickest and cheapest way to restore a company. It means that you can apply online for your company to be restored without having to use the court process.

You cannot apply for administrative restoration if the company’s directors voluntarily applied for it to be dissolved.

You can only apply if:

a) you were a director or a shareholder of the dissolved company

and

b) you are making your application no more than six years from the date that the company was dissolved

and

c) any outstanding documents (such as annual returns, accounts etc) have now been filed and you have paid any late filing penalties

and

d) your company was struck off the register because it failed to file its annual return or accounts, or your company was wound up and the liquidator has ceased to act.

 

What do I need to do to apply for administrative restoration?

 

Before making your application you should seek professional legal advice to double check that you’re eligible to apply. If this is the path recommended to you then you can begin.

Step 1

You will need to send the following items to Companies House (using the address provided on form RT01) to get the process started:

 

a. Form RT01

(available for download at: https://www.gov.uk/government/publications/apply-for-administrative-restoration-to-the-register-rt01). This should be printed at full size on white A4 sized paper. You will need to provide: the name and registration number of the dissolved company and confirmation that you have the legal standing to make the application. You may also choose to provide an alternative name in case another company has registered with your original company name.

 

b. Companies House Restoration Fee

Enclose a cheque for £100 with your application. The cheque should be made out to Companies House. Write the company number of the company to be restored on the back of the cheque.

 

c. Any outstanding fees, penalties and documents

To bring all your company records up to date you’ll need to submit everything that was due or overdue when the company was dissolved – and anything that has been incurred since then. This could include: accounts; confirmation statements (previously annual returns); any fees owed (for example for accounts that were delivered late) or late filing penalties.

 

d. Accounts

If you have a lot of overdue accounts, late filing penalties can add up considerably. In this instance you should seek professional advice as to whether the cost of applying for administrative restoration could outweigh the benefits or whether it would work out more cost effective to apply for a court order to restore your company.

 

Step 2

When Companies House receives your documents it will begin to process your application. You should find out whether your application was successful within two weeks. Once the process of administrative restoration is complete, your company’s name should appear as ‘active’ on the Companies House online register.

 

The process of making a court application to restore your company

 

The court process is typically slower than the process of administrative restoration but in certain circumstances you must take this route and in other situations, when you are free to choose either path, this one may prove more cost effective.

You must apply for your company to be restored using the court procedure if:

a) the company directors made a voluntary application to dissolve the company

or

b) the company was dissolved by administrators or was wound up.

As with the administrative restoration process, you must make your application within six years of the date of dissolution unless you are trying to restore the company in order to make a personal injury claim against it. (In this situation no time limit applies.)

Whereas only company directors or shareholders can apply for administrative restoration, other stakeholders can apply to restore a dissolved company through the court process. For example you may be able to apply if:

 

a. the dissolved company still owes you money

b. you did business with the dissolved company

c. you worked for the company

d. you were a shareholder or director when it was dissolved

e. you have a shared/competing land interest

f. you are responsible for the company’s pension fund

 

If you are a director/shareholder, one benefit of using the court process rather than administrative restoration is that it avoids the need to file outstanding accounts and could therefore save you money.

To apply for a court order to restore a dissolved company you need to complete form N208 (available here)

Send the completed form to the county court that deals with bankruptcy that is closest to the company’s registered office.

Your application should also include:

 

a. the court fee (a £308 cheque made out to ‘Her Majesty’s Courts and Tribunals Service’)

b. a witness statement (containing a full summary of the situation and the facts and figures relating to why you are making the application and why you are entitled to do so).

 

A professional legal adviser will be able to guide you through the process and ensure that you are not at risk of incurring costs you were not expecting.

 

What happens when the company is restored?

 

What happens next depends on your reasons for wanting to restore the company. It may be that you wish to resume business and continue where you left off – which you should now be free to do.

You may need to continue trading under a new name if another company took up your old name during the period when the company was dissolved. (You should check the name of the restored business because in certain circumstances Companies House could restore your business to the register using its company number as a name and if this happens you need to change its name within 14 days.)

You may have wanted the company to be restored in order to unlock its frozen assets that had become bona vacantia. In which case you will also need to make an application to the treasury solicitor for a bona vacantia waiver letter.