Company Restoration: A Quick Guide

By Demi Darbey & Stephanie Kushanu

Company restoration is the process of bringing a dissolved company back to life. Restoration can be used whether the company was struck off voluntarily or by the Registrar, and it allows the company to legally operate again, recover assets and address unresolved matters. We have set out below a brief guide to company restorations, including the methods and requirements involved.

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Why restore a company?

Recovery of assets:

If a company was struck off while holding assets (such as bank accounts in funds or property), those assets become the property of the Crown on dissolution.

Continuing business operations:

Directors or shareholders may wish to continue trading through the previously dissolved entity.

Unintentional strike-off:

If a company fails to submit the Confirmation Statement on Companies House on time, the company may be struck off unintentionally by the directors.

Pursue legal action:

A company which has been dissolved may have a potential legal claim which arose prior to its dissolution and pursuit of the legal action is only possible if the company is active.
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Types of company restorations

There are two methods to restore a company in the UK:

1. administrative restoration; and
2. court ordered restoration.

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Administrative restoration

Administrative restoration can be used where:

1. the application is made by a director or shareholder;
2. the company was compulsorily struck-off the register by Companies House within the last 6 years; and
3. the company was trading at the time it was dissolved.

In all other cases, the court-ordered restoration process will be necessary.

The requirements for administrative restoration are:

• a completed application for administrative restoration (form RT01);
• a cheque for £468, payable to Companies House;
• the submission of all outstanding documents, such as the Annual Accounts or Confirmation Statements which should have been filed before the company was dissolved;
• the payment of all late filing fees or penalty payments which are confirmed by Companies House; and
• if the company had assets, a waiver letter issued on behalf of the Crown stating that there is no objection to the application for administrative restoration (a Bona Vacantia waiver letter).
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Bona Vacantia waiver letter

On dissolution of a company, any asset it owns (or has title to) becomes ownerless property and automatically passes to the Crown. The management of these assets is dependent on the assets/company’s location:

• ‍England and Wales: the Treasury Solicitor, except if the registered office was in Cornwall or Lancaster, where Messrs Farrer & Co act on behalf of the Crown.
• ‍Scotland: the King's and Lord Treasurer's Remembrancer.
• ‍Northern Ireland: the Crown Solicitor's Office.

The Crown can either sell or disclaim assets. On restoration of a Company:

• if the Crown has sold the assets, the company will only be entitled to be paid compensation;
• if the Crown has disclaimed the assets, this will not prevent the asset re-vesting in the company on restoration, although the position will differ on location.

To apply to the Treasury Solicitor for a waiver letter, the following requirements must be met:

1. the company was dissolved within the last six years;
2. the company was compulsorily struck-off by Companies House; and
3. the company had assets in England and Wales and was registered within the Treasury Solicitor’s jurisdiction. If registered within a different jurisdiction then the relevant authority will need to be contacted.

The cost of this letter is £64.00.
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If the company was dissolved more than 6 years ago, the company is not eligible for restoration except in very specific circumstances such as a claim for personal injury.

If the company was dissolved voluntarily, the applicant will need to obtain a court ordered restoration. Further details on how to obtain a court order are set out below.

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The effect of administrative restoration

If an application to restore a company is successful, the company will be restored and treated as if it had never been dissolved. This means:

• it must bring all statutory filings up to date;
• it may resume trading; and
• it can deal with any assets or claims that were left unresolved.

If the application is refused, the applicant may:

1. apply for a court order (if not already done); or
2. get a discretionary grant (if you were a shareholder and need to claim some money back).

Court-ordered restoration

As above, the court order restoration route is used where administrative restoration is not possible. Examples of those who are able to make an application include, but are not limited to, any of the following:

• a former director of the company;
• any person who, but for the dissolution of the company, would have been in a contractual relationship with it;
• any person with a potential legal claim against the company;
• a former member of the company (or their personal representative);
• any former liquidator of the company; and
• if the company was voluntarily struck off, any person of a description specified by regulations under s. 1006(1)(f) or s. 1007(2)(f) Companies Act 2006 (persons entitled to notice of application for voluntary striking off), or by any other person appearing to the Court to have an interest in the matter.

The same time limitations apply as with administrative restoration, i.e. 6 years from the date of dissolution except in the case of a personal injury claim (in which case an application can be made at any time).
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The requirements for court order restoration are:

1. an application to the Court by way of a claim form and a supporting witness statement providing background and explanation why the claimant has the right to make the application. The current Court fee for this is £318;
2. servicing the issued claim on the Registrar of Companies and Treasury Solicitor, the latter of which will set out the requirements of the former;
3. obtaining written confirmation from the Treasury Solicitor (or the Solicitor for the Duchy of Lancaster/Duke of Cornwall) that no objection will be raised by the Crown to the order being made;
4. making payment of the Registrar of Companies’ costs to the Treasury Solicitor which are normally in the region of £300;
5. preparing a witness statement exhibiting the waiver referred to in point (3) and sending this to the Court;
6. signing a draft Order and Form of Undertaking (if appropriate), provided by the Treasury Solicitor and sending it to the Court; and
7. serving the sealed Order on the Registrar of Companies once the Court provides it.
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The effect of Court Order Restoration

Like administrative restoration, a successful application for a court order restoration will restore the company to the Register of Companies and it will be treated as if it had never been dissolved. As above, the company will need to bring its statutory filings up to date. This could mean incurring late filing penalties for accounts delivered outside the period that is allowed by Companies House.

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Contact the Healys Corporate team for assistance in administrative restoration and the Healys Dispute Resolution department for advice on court ordered restoration.

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