Company Restorations

Have you applied to voluntarily dissolve your company and subsequently realised that the dissolved company still owns assets, for example cash in a bank account or a property or a right to bring a claim against the company’s bank?

If so, you may be aware that all the assets of the company at the date of its striking off are transferred to the Crown, bona vacantia. “Bona Vacantia” means vacant goods and is the name given to ownerless property, which by law passes to the Crown.

If you would like to recover any such assets you will need to restore the company to the Register of Companies and apply to the Crown’s representative to release such assets back to the company.

We can help you to restore the company, whether to continue trading it or simply to rescue assets.

Types of Restoration

There are two ways to restore a company depending on why the company was struck-off:

Administrative Restoration

You can only apply for an administrative restoration if the following conditions apply:

(a) The company was struck-off by the Registrar of Companies where the company:

• Failed to file accounts or an annual return or
• Has been wound up and the liquidator has ceased to act

(b) The application to restore is no more than 6 years from the date of dissolution; and

(c) All documents required to be filed such as accounts and annual returns are duly filed up to date together with any late filing penalties paid

If the above conditions apply, the application to restore can be made using a form available online from Companies House, accompanied with a statement of compliance and a fee of £100.

If any assets of the company have been vested in the Crown bona vacantia, the necessary consent from the Crown representative must also be obtained, which may also incur a fee.

Court Application to Restore

You must use the court procedure to restore the company if the following conditions apply:

• As per condition (a) above for an administrative restoration or (b) if a voluntary application to dissolve the company was made by the directors or (c) if the company has been dissolved following an administration or winding up; and

• The application to restore is no more than 6 years from the date of dissolution, unless the purpose of the restoration is to bring a personal injury claim against the company, in which case there is no time limit for the application.

If the above apply, we can make a court application on behalf of the company to restore it. In addition to the court application, any assets vested in the Crown bona vacantia must be waived by the Crown representative.

There are fees payable in relation to the court application itself, to the Registrar of Companies in respect of the application and to the Crown representative (if applicable).

Which Procedure do I need?

As to which procedure applies to your company (an administrative restoration or a court application to restore) will depend on:

• The reason why the company was dissolved. If the company was voluntarily struck off by its directors, the company may only be restored by way of a court application and

• The purpose for which the company is to be restored. If the company needs to be restored purely to rescue assets which have transferred bona vacantia, a court application may in certain circumstances be more suitable. This is because a court application may state that the company does not need to continue trading following its restoration and therefore may avoid the expense of filing any outstanding accounts or paying any penalties.

We provide practical, commercial and coherent advice and are able to deliver a complete service with support from our Property, Employment, Commercial, Dispute Resolution and Private Client teams.

Our ethos is to provide our clients with an alternative to the major regional and national firms by offering high quality legal advice from highly experienced, specialist solicitors, but on a much more cost-effective basis.

We work closely with our clients to ensure that we meet their expectations both in terms of their objectives for a particular piece of work and in relation to costs. We are easy to deal with, clear in our advice and understand that a common sense approach is often required. As standard practice, we give our clients an estimate of the costs involved in undertaking any piece of work at the outset. We can then provide costs updates on a regular basis. In addition, where appropriate, we are happy to discuss other pricing models (for example, fixed fees) if that is helpful to you.

Our specialist Corporate and Litigation Solicitors have many years’ experience advising in relation to restoration of companies.

Our teams of Corporate and Litigation Solicitors are ranked as Top Tier in the independent Legal 500 directory.  In addition, Partners in our team are recommended by the Legal 500. Therefore, you can be reassured that you will deal with some of the best Corporate and Litigation Solicitors in the country.

We have a wealth of experience in restoring companies to the register, for example, acting for:

• A consultant to restore his consultancy company in order to recover cash left in a bank account after the company had been liquidated and then dissolved.

• Directors of a company who were bringing a mis-selling claim against their bank where the right to bring the claim belonged to the struck-off company.

• A holding company which had failed to properly transfer a property from one of its subsidiary companies which was subsequently struck off and

• A large number of motor trade businesses to pursue VAT claims against HM Revenue & Customs for companies that had been struck off many years previously.