Company Restoration

Company Restoration

28/07/2022

Companies are like people. They are separate legal entities, can enter into contracts, and can hold assets and property. However, unlike people, once a company is dissolved and stops existing, it can be restored and brought back into existence.

There are many reasons you may want to restore a company. Most commonly, is that you discover there is still a bank account or property in the Company’s name that was missed out when it was dissolved. Without the Company being restored, that asset or property is forever beyond reach, and can even pass to the Crown under the rules of Bona Vacantia.

There are two ways to restore a company which are set out below:

Administrative Restoration

The criteria for this route are:

  1. The person making the application was a director or shareholder of the company
  2. The company was struck off the register and dissolved by the Registrar of Companies within the last six years
  3. The company was trading at the time it was dissolved.

If the above criteria are met, you need to apply to Companies House with:

  1. An application for administrative restoration
  2. The fee (currently £100)
  3. Any outstanding company documents covering the period the company was dissolved to date (e.g. yearly accounts or confirmation statements)
  4. If the company had assets, a waiver letter from the Crown solicitors.

Court Restoration

If you do not meet the criteria for administrative restoration or it is more than 6 years since the company was dissolved, then you may be able to apply for a court order to restore the company. An application can be made if you fall into one of the following categories:

  • you did business with the company
  • you worked for the company
  • the company owed you money when it was dissolved
  • you are responsible for the company employee pension fund
  • you have a shared or competing interest in land
  • you were a shareholder or director of the company when it was dissolved.

If the above criteria are met, you need to apply to the Court with:

  1. A Claim Form to restore the company
  2. The fee (currently (£280)
  3. A Witness Statement.

Once the Claim is issued, the Company Registrar will respond with any objections they have. Often an agreement to restore the company can be reached on the basis of payment of the Company Registrar’s fees and provision of any outstanding company documents covering the period from the company being dissolved to date (e.g. yearly accounts or confirmation statements).

The is no guaranteed right to have the company restored, the reason for restoration needs to be set out in the Claim. If an agreement cannot be reached a Hearing will occur for the Court to decide whether the reason for restoration is acceptable.

More information

Pinney Talfourd are experts in commercial law and can offer advice and assistance in company restoration. Please do not hesitate to contact Commercial team.

The above is meant to be only advice and is correct as of the time of posting. This article was written by Oliver-James Topping, Solicitor in the Commercial Property Litigation Team at Pinney Talfourd LLP Solicitors. The contents of this article are for the purposes of general awareness only. They do not purport to constitute legal or professional advice. Specific legal advice should be taken on each individual matter. This article is based on the law as of July 2022.

28/07/2022

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