The registrar can only restore a company upon receipt of a court order or in the case of administrative restoration.
Any company which is restored to the register is deemed to have continued in existence as if it had never been struck off and dissolved.
The following persons can apply for restoration:
For companies dissolved under section 1000 or section 1003 of the Companies Act 2006 and section 652 or section 652a of the Companies Act 1985.
As a general rule, restoration by court order can be applied for up to 6 years from the date of dissolution, if the dissolution date is on or after 1 October 2009. If the dissolution date is on or before 30 September 2009, then transitional provisions of the new Companies Act 2006 will apply.
For companies dissolved under section 201 and section 205 and paragraph 84 of schedule B1 of the Insolvency Act and section 652 of the Companies Act 1985 or section 1001 of the Companies Act 2006.
Companies dissolved on or before 30 September 2007 are out of time to restore.
Companies dissolved on or after 1 October 2007 have 6 years from the date of dissolution.
The registrar will normally restore a company with the name it had before it was struck off and dissolved. If at the date of restoration, the company’s former name is the same as another name on the registrar’s index of company names, they cannot restore the company with its former name. The name can be checked using the WebCheck service.
If the name is no longer available, the court order may state another name by which the UK company is to be restored. On restoration, the registrar will issue a change of name certificate.
Alternatively, the company may be restored to the register as if its registered company number is also its name. The company then has 14 days from the date of restoration to pass a resolution to change the name of the company.
Where property has become bona vacantia, the court may direct that the claimant meets costs of the Crown representative in dealing with the property during the period of dissolution or in connection with the proceedings. The court may also direct that the claimant meets the registrar’s costs in connection with the proceedings for the restoration.
A UK company or LLP must pay any statutory penalties for late filing of accounts delivered to the registrar. The penalties that may be due are:
The level of any late filing penalty depends on how late the accounts are when they are received. For example, a set of accounts that you should have delivered 2 months before a company was dissolved are normally regarded as 2 months late if you deliver them on the restoration date. And you must pay the relevant penalty. A UK company or LLP will not have to pay late filing penalties for accounts which became due while the company was dissolved.
The applicant must deliver a copy of the court order to the registrar to restore the company or LLP. An English company (LLP) is deemed restored upon delivery of the order to the registrar. When restoring a Scottish company or LLP, the registrar in Scotland will require a copy of the order certified by the court.
When a UK company or LLP has been restored to the register, the general effect is that it is deemed to have continued in existence as if it had not been dissolved or struck off the register. The court may give directions or make provision to put the company (LLP) and all other persons in the same position as they were before the company (LLP) was dissolved and struck off. A notice will also be placed in the relevant Gazette.
Under certain conditions, where a company was dissolved because it appeared to be no longer carrying on business or in operation, a former director or member may apply to the registrar to have the company restored. This is called ‘administrative restoration’. If the registrar restores the company, it is deemed to have continued in existence as if it had not been dissolved and struck off the register.
Only a former director or former member of the company, who was a director or member at the time the company was dissolved can apply.
No. To be eligible for administrative restoration, a UK company must have been:
If a company meets the above criteria, an application for restoration may be made if it meets the following conditions:
It is necessary to send an application for administrative restoration form RT01 to the registrar which includes a statement of compliance confirming that the applicant is legally entitled to make the application and that the conditions for administrative restoration are met.
The registrar’s fee for processing the application is GBP 468.
The applicant must meet the Crown representative’s costs or expenses (if demanded). The company must pay any statutory penalties for late filing of accounts.
It is also necessary to pay the appropriate filing fee on submission of any outstanding documents.
The level of any late filing penalty depends on how late the accounts are. For example, accounts that should have been delivered 2 months before the dissolution are normally regarded as 2 months late if delivered on restoration. In this case, you must pay the relevant penalty. The company is not liable for late filing penalties for accounts received on restoration but which became due while the company was dissolved.
The registrar will give notice to the person who has applied for restoration of their decision.
If the registrar decides that they will restore the company to the register, the restoration will take effect from the date they send the notice. The notice will include the company’s registered number and the name of the company. If the company is restored to the register under a different name or with the company number as its name, that name and its former name will appear on the notice.
If the registrar decides not to restore the company to the register, the applicant may apply to the court for restoration within 28 days even if the period for restoration has expired.
When it has been restored, the general effect is that a UK company is deemed to have continued in existence as if it had not been dissolved or struck off the register. An application can be made to the court for directions or provision required to put the company and all other persons in the same position as they were before the company was dissolved. Any such application to the court must be made within 3 years of the company being restored.