A dissolved company is one that has been closed and struck off the register at Companies House. When this happens, a company ceases to exist and is no longer able to trade. In certain circumstances, however, it is possible to bring a dissolved company back to life by applying to Companies House for ‘administrative restoration’.
In cases where this is not a viable option, 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, e.g. the company failed to deliver confirmation statements or accounts to Companies House and/or failed to respond to further communications from the registrar
- 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:
- Completed Application for Administrative Restoration to the Register (form RT01) (or form LL RT01 if you are applying to restore an LLP)
- A cheque or postal order for £100
- Any outstanding documents and fees that the company would have had to pay, had it not been dissolved, e.g. annual accounts with any late filing penalties, and confirmation statements.
- 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, i.e. Companies House Cardiff for English and 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 that 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 appear as ‘active’ on the companies register and a restoration notice will be published in the Gazette; however, references to the dissolution and subsequent restoration will still be visible on the public record under the company’s filing history.
Restoring a dissolved company by Court Order
It is not possible to 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, and you are recommended to seek independent legal advice before undertaking this course of action.
The process begins by sending a completed claim form and Witness Statement to the Court (this can be the Companies List, formerly called the Companies Court, or certain County Courts that can deal with such applications), together with the £280 remittance fee.
They will return the issued form for you to send 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 when it is restored. If you’re seeking to resume trading, they will request that all filings that the company would have had to make had it enjoyed an uninterrupted existence (such as accounts and confirmation statements) be written up and sent to Companies House.
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) which would usually be a promise to dissolve the company again, once said assets have been retrieved.In both cases, you’ll also need to pay a £300 Companies House restoration fee.
Once the required actions have been completed, you’ll need to let the Court know 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 Form of Undertaking, if applicable) for you to send to the Court, who will duly return sealed copies back to you. The final step is to send the documents to Companies House for completion of the restoration.
It is not just former directors or shareholders who can apply for a Court Order to restore a company. Any of the following also have the ability to make an application:
- 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 the dissolved company name, or one which is deemed ‘too similar’. 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 and cannot be registered, 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 with restoring a dissolved 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.