What's involved in restoring a dissolved company

The process of restoration essentially attempts to breathe life back into a dissolved company. If a business has been removed from the Companies House register, it will, likely, have been voluntarily dissolved or struck off due to not filing accounts or other statutory filings. However, it is possible to restore a company after this has happened, with the restoration process depending on who struck off the business. With that in mind, we are sharing our company restoration guide for directors.


How to restore a dissolved company

As mentioned above, it is possible to restore a company if it has been dissolved and removed from the Companies House register. If your company was forcibly removed from the register, the directors can apply for administrative registration. On the other hand, if the directors voluntarily dissolved the company and wish to continue trading, company restoration by court order is required.

Applying for administrative restoration

Administrative restoration is a procedure for restoring your company if the business was forcibly dissolved e.g. struck off for not filing accounts on time. It’s possible to apply for administrative restoration by contacting Companies House and completing the administrative restoration form. To successfully complete the form, you must include all outstanding confirmation statements and detail the company accounts. Similarly, you must send a cheque of £100 for the form, as well as file any fees or penalty payments. The penalties may refer to not properly filing business accounts or fees for outstanding confirmation statements, totalling £40 each. Additionally, if your company had assets, a waiver letter from Bona Vacantia (a government legal department) is required for the administrative restoration application.

It’s important to note for this company restoration guide that you can only apply for administrative restoration if:

  • You were a director or shareholder of the former business;
  • The company was struck off and removed from the Companies House register in the last six years;
  • The business was continuing to trade until the time it was dissolved.

 

If the above do not apply, or the company was not forcibly removed, you will have to seek company restoration by court order.

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Court restoration order

Where a company has been voluntarily struck off by the business directors or shareholders, the process to restore a company requires a court order. The application, generally, is around £500 to £800 plus additional costs. There are many reasons the directors/shareholders may opt for restoring a dissolved company, such as:

Recommencing trade

One reason for company restoration may be that directors may choose to recommence trade – especially if the specific market experiences rapid growth. In this instance, the company cannot have been dissolved for more than six years. You can apply for the restoration form and complete with additional fees, accounts and confirmation statements.

Releasing an asset

The six year time limit for this company restoration guide would also apply if you were looking to reinstate the business to release an asset. If this is the reason for restoring a dissolved company, the business will be temporarily placed on the register at Companies House.

The business assets when the company is dissolved become the property of the crown after a certain amount of time has elapsed. Similarly, the company assets may also be placed under the laws of Bona Vacantia or ownerless property. In this case, there is no need for you to detail the company accounts and confirmation statements as the business is not permanently restored; restoration is only for a temporary period to release the assets.

Claims against the business

Claims against the company are also another reason for restoring a dissolved company. If someone does wish to pursue a claim against the business, they can do so with no set time limit – the six year time frame is not necessary here. For instance, an employee may choose to make a claim for an injury, although they must also provide related medical documents. However, if the amount is low, it may be possible to pay the claim via a discretionary grant as opposed to restoring the business.

How long will it take?

You will be advised of a hearing date for restoring a dissolved company after the forms are filed with the courts. This interim date will proceed after ensuring the forms for the company are up to date, such as business accounts, financial statements etc. If all goes to plan with the restoration, the procedure should, generally, take around four months.

If you are looking to restore a company or require further information on the procedure, our business rescue experts can provide all the necessary information and support.

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