Companies can be dissolved or struck off the Companies Register for various reasons. When this happens it means they no longer exist in a legal capacity. However, it is possible to restore the company back on to the Register. There are two ways to restore a company- administration registration and restoration by court order.

Reasons for restoration

It may be desirable for a company to be restored for a number of reasons. The most common reasons are when:

  • A company has been struck off the Register for failing to file annual returns and accounts but it continues to trade;
    • There is an unresolved claim for or against the company and in order to obtain compensation or redress it must be restored; and
    • The company had title to an asset that is of value of importance to another company.

Administration restoration

This method of restoration is where an application is made to the Treasury Solicitors and Companies House. This is often used where the reason that the company needs to be restored is that it has been struck off for not filing company documents at Companies House. It is a relatively inexpensive and fast way to restore a company.

There are certain conditions which must be met for the Registrar to restore the company:

  • The company must have been carrying on business at the time it was struck off;
    • If any of the company’s property has vested in bona vacantia, the Crown representative has provided written consent to the restoration; and
    • The company has brought any outstanding statutory documents up to date and has paid any penalties that apply.

There is a fee payable to Companies House. If applicable, the company must also pay any penalty fees for the late filing of accounts at Companies House.

Court order restoration

Restoration by court order is often used when the company has been struck off by the directors voluntarily and it is not possible to use the administration method. However, it can also be used where the company has been struck off for not filing documents at Companies House, as long as it was carrying on business at the time it was struck off. In circumstances other than these, the court can restore the company if it considers it just to do so.

The appropriate Court fees apply. The penalty fees for late filing of accounts that are applicable in administration cases may also apply.

The effects of restoration

If the company is successfully restored, a notice of restoration will be published in the Gazette. The company will be deemed to have continued as though it had not been struck off or dissolved.

Sometimes it will not be enough to simply restore the company to the Register. The court has the power to make provisions to enable the company and any other persons to be put back in the position they would have been if the company had not been dissolved or struck off. In the case of administrative restorations, a separate application would have to be made to the court within 3 years from the date on which the company was restored.

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