A dissolved company is one that has been closed and struck off the register at Companies House. When this happens, the company ceases to exist and is no longer able to trade. In certain circumstances, however, it is possible to restore a company by applying to Companies House for ‘administrative restoration’.
If administrative restoration is not possible, an alternative course of action is to obtain a Court Order to restore a dissolved company.
Applying for administrative restoration of a dissolved company
Under section 1024 of the Companies Act 2006, a dissolved company can be restored by way of administrative restoration if all of the following conditions are met:
- The company was struck off the register under section 1000 or 1001 (‘Registrar’s power to strike off defunct company’) of the Companies Act 2006
- The application for administrative restoration is being made by a former director or shareholder of the dissolved company
- The company was struck off the register and dissolved by Companies House within the last 6 years
- The company was trading at the time of its striking off
You can apply for administrative restoration of a dissolved company by sending the following to Companies House:
- Application for administrative restoration to the Register (form RT01) or Application for Administrative Restoration of an LLP to the Register (form LL RT01)
- A cheque or postal order for £100
- Any outstanding documents and fees that the company would have had to pay if it had not been dissolved – e.g., annual accounts, Confirmation Statements, and any associated late filing penalties
- A Bona Vacantia waiver letter (if the company had assets) confirming that the Government Legal Department (formerly the Treasury Solicitor’s Department) has no objection to the company being restored. If the company was registered in Lancaster or Cornwall, then the Bona Vacantia letter needs to be obtained from the Duchy of Cornwall or Duchy of Lancaster.
The application should be sent by post to the appropriate registrar – Companies House Cardiff for English & Welsh companies; Companies House Edinburgh for Scottish companies; Companies House Belfast for Northern Irish companies.
Within approximately two weeks, you should be notified of the registrar’s decision in writing. If Companies House does approve administrative restoration, it will take effect from the date on which the notification letter is sent.
The company will be considered to have continued in existence as if it had never been closed and struck off the register. It will be listed as ‘active’ on the public register of companies. A restoration notice will also be published in the Gazette. However, references to the dissolution and subsequent restoration will remain visible on public record under the company’s filing history.
Restoring a dissolved company by Court Order
You cannot apply to Companies House for administrative restoration if the 6-year period for restoration has expired or if a company was dissolved voluntarily (i.e., a director of the company filed form DS01 to have the company struck off).
In such instances, the only option is to make an application to restore a company by Court Order. Restoring a company this way is more complex and time consuming. You should seek independent legal advice before undertaking this course of action.
Companies in England & Wales
To apply to restore a company in England and Wales, you must send Form N208: Claim form (CPR Part 8), a witness statement, and the £280 remittance fee to the court. The witness statement should contain the supporting information outlined in section 4 of the Treasury Solicitor’s guide to company restoration.
Companies in Scotland
To restore a company in Scotland, you must apply to the Court of Session if the initial value of the company’s paid-up share capital is more than £120,000. In all other cases, you will need to apply to the local sheriff court. You must then present a ‘petition to restore’ to the Registrar of Companies in Scotland, as well as to any other bodies requested by the court.
Companies in Northern Ireland
To apply to restore a company in Northern Ireland, you must present an ‘originating summons’ to the Royal Courts of Justice. You will also need to send this summons to the Registrar of Companies in Northern Ireland, accompanied by a witness statement in support of your application.
If your claim is successful, the court will issue an order authorising the restoration of the company. You must send this to both Companies House and the Government Legal Department (or the Duchy Lancaster or Duke of Cornwall, if the company was located in Lancaster or Cornwall respectively), the latter of which will set out the requirements for the company’s restoration.
These requirements will differ depending on what you intend to do with the company once it has been restored. If you’re seeking to resume trading, you will be asked to submit all filings that the company would have made had it enjoyed an uninterrupted existence (such as annual accounts and Confirmation Statements).
Any filing disbursements or late penalties will also need to be paid. If, however, the company is being restored only to retrieve assets, the company will need to provide an ‘undertaking’ (essentially a ‘promise’ to the court) agreeing to dissolve the company again once the assets are retrieved. In both cases, you’ll also need to pay a £280 Companies House restoration fee.
Once the required actions have been completed, you must tell the court that the Government Legal Department (or Duchy of Lancaster or Duke of Cornwall, where applicable) consents to the restoration of the company. You will then receive the draft order (as well as a Form of Undertaking, if applicable), which you must send to the court. Sealed copies will be returned to you.
The final step is to send the documents to Companies House for completion of the restoration.
Who can apply to the court to restore a dissolved company?
In addition to former directors or shareholders of the dissolved company, you can apply for a court order to restore a dissolved company if you:
- worked for the company
- did business with the company
- are owed money from the business
- are responsible for the company’s employee pension fund
- have a shared or competing interest in property or land
When a dissolved company name is no longer available
When a company is dissolved and struck off the register, its name becomes available. This means that, during the time your company was not in existence, another company may have been incorporated using your dissolved company name, or one that is deemed ‘too like’ the name. If this happens, you will need to choose a new name before making your company restoration application.
If the alternative name is rejected by Companies House, your company will be restored under its unique company registration number (CRN), which will serve as a temporary name. You will then have 14 days after the restoration date to choose a new company name and notify Companies House.
Need help to restore a company?
If you require assistance to restore a company, our Company Secretarial Team will be happy to discuss the matter with you and provide a quotation. Please call 020 3984 5385 or email firstname.lastname@example.org for further information.