Company Restoration

Restoration of a Company to the Register

A company that has been dissolved and struck off the register may, in certain circumstances, be restored. The appropriate procedure will depend upon the circumstances surrounding the dissolution. There are two principal methods of restoration under English law: Administrative Restoration and Restoration by court order.

1. Administrative Restoration

This is a streamlined procedure available only where specific statutory criteria are met. An application for administrative restoration may be made to the Registrar of Companies without the need for court involvement, provided that all the following conditions are satisfied:

(a) The company was struck off by the Registrar under section 1000 or 1001 of the Companies Act 2006. Typically, this occurs where a company:

• failed to deliver accounts or an annual confirmation statement (formerly annual return), or
• was subject to a winding-up order and the liquidator has ceased to act.

(b) The application is made within six years from the date of dissolution.

(c) The company has delivered all outstanding statutory documents (such as annual accounts and confirmation statements) and paid all applicable late filing penalties.

If the above conditions are fulfilled, the restoration process involves submitting Form RT01 (available via Companies House), together with:

• a statement of compliance,
• the restoration fee of £100, and
• where applicable, a bona vacantia waiver letter and fee.

Bona Vacantia Assets
Where assets of the company have vested in the Crown as bona vacantia following dissolution, a consent or waiver must be obtained from the appropriate Crown representative (e.g., the Treasury Solicitor or Duchy of Lancaster/Cornwall), and any applicable fee must be paid.

2. Restoration by Court Order

Where administrative restoration is not available, a company may be restored only by way of a court order under section 1029 of the Companies Act 2006. This route is generally applicable in the following circumstances:

• The company was struck off and dissolved following a voluntary application by its directors under section 1003 CA 2006;
• The company was dissolved following liquidation or administration; or
• More than six years have passed since dissolution and the application is being made for the sole purpose of bringing a personal injury claim, in which case no time limit applies.

A claim for restoration must be issued in the High Court (or relevant County Court in some cases). The court may grant the order if it is satisfied that restoration is just and equitable or that the applicant has a legitimate interest in the company being restored.

Ancillary Matters
In addition to the court application, if the company’s assets have vested in the Crown as bona vacantia, a waiver or vesting order may be required. There are separate fees payable to:

• the Court (issue and hearing fees),
• the Registrar of Companies, and
• the Crown representative, where applicable.

3. Determining the Appropriate Restoration Procedure

The applicable route—administrative or court restoration—will be determined by:

(i) The reason for dissolution:
If the company was dissolved via a voluntary strike-off (e.g., by directors filing a DS01), only court restoration is available.

(ii) The purpose of restoration:
Where restoration is sought solely to recover assets vested in the Crown and there is no intention to resume trading, court restoration may be more appropriate. The court has discretion to order restoration on the basis that the company need not continue its business post-restoration, thereby potentially avoiding the obligation to file outstanding accounts or pay statutory penalties.

Expert Legal Assistance in Company Restoration

Our team of experienced Corporate and Litigation Solicitors regularly advises on all aspects of company restoration. We offer clear, practical guidance throughout the process and act swiftly to secure restoration where time is of the essence.

We have successfully restored companies to the register in a range of scenarios, including:

• Assisting a consultant in restoring his consultancy company in order to recover funds remaining in a dormant bank account post-liquidation.
• Representing directors pursuing a financial mis-selling claim, where the cause of action was vested in the dissolved company.
• Advising a holding company on rectifying property title issues where a dissolved subsidiary retained legal ownership.
• Acting for numerous motor trade businesses in restoring companies to facilitate historical VAT reclaims against HMRC.

If you require assistance with restoring a company to the register or determining the most appropriate course of action, please contact our specialist team.