Company Restoration

Companies might be struck off from Companies House for various reasons. For example, they may no longer be required and therefore voluntarily dissolved, or Companies House may have struck them off for failing to file accounts.

Reinstating a company to the register is possible. However, the restoration application process must be completed correctly with the help of a specialist solicitor at Newtons to support you along the way.

What is company restoration?

Company restoration refers to the reinstatement of a company to the Register of Companies.

It is sometimes desirable to reinstate companies to the register either because they are required to continue trading or more frequently because assets such as bank balances or property in the company’s name have been overlooked and want to be used by the shareholders.

Other reasons or parties who may be keen to restore a company may include:

• Companies who would’ve had a contractual relationship with the company if not for dissolution. These companies could be looking to reinstate a contractual relationship or claim for a breach of contract.

• Those who have an interest in the land the company owns or had a superior or derivative interest in.

• Creditors at the time of dissolution.

• Any individual or company who has legal claims against the dissolved company.

• Trustees or managers of employee pension funds or any pension funds created for the employees’ benefit.

• Others who have a reasonable interest in the company as deemed by a court.

• A previous liquidator of the company.

Once a company is dissolved, any remaining assets become the property of the Crown, also known as Bona Vacantia. Following this, the former directors or shareholders cannot deal with any property in the name of the company at the date of dissolution. However, administrative restoration of a company can be just for a limited period and purpose only, for example, to enable the former directors and shareholders to transfer the assets.

Company restoration process

The process of reinstating a company involves liaising with the Treasury Solicitor and making an application to the court for an order to reinstate the company to the Register at Companies House. The order of the process is as follows:

• Submitting a claim form and supporting evidence in the form of a witness statement and a court fee of £280 to the relevant court.
• The issued claim form must be served on the Registrar of Companies and the Treasury Solicitor along with your signed witness statement.
• The Treasury Solicitor will set out the Registrar of Companies’ requirements that need to be actioned and then confirmed to the Treasury Solicitor.
• Also, confirmation that the required documents will be given to the court and payment of the costs of the Registrar of Companies needs to be sent to the Treasury Solicitor.
• The witness statement exhibiting the waiver letter then needs to be prepared and the witness statement sent to the court.
• Depending on circumstances, the Treasury Solicitor may send a draft order and form of undertaking, which must be signed by one of the directors and sent to the court.
• The court will send a sealed copy of order to you, which needs to be sent to the Registrar of Companies.

How long does reinstating a company take?

Depending on the time that the Court Service takes to process the paperwork and list a hearing, we would expect the process to take at least three months but no longer than six months.