UK Company Restoration - Striking-Off, Dissolution and Restoration

Company Restoration

There are are two reasons to restore a company:

  • To continue trading
  • To release company assets such as property or frozen bank accounts

To continue trading

If a company is to carry on trading the file must be brought up to date with all missing Annual Returns and Accounts.

To release company assets

If the Company is only being restored to release assets, filing of Annual Returns and Accounts will not be required, but undertakings by the Applicant or Directors of the company will have to be given to the Court agreeing to re-apply for striking off once the assets have been released.

Once a company is dissolved, its bank account will be frozen and its assets are deemed to be Bona Vacantia and will belong to the Crown.

The Registrar of Companies will ask for the the Annual Returns and Accounts to be filed prior to restoration to bring the public file of the company up to date.

Procedure - Company Restoration of a Company Incorporated in England

In order for an application to the High Court to be made to restore to the register a company which has been struck off and dissolved, it will be necessary for an application to be made either by a shareholder or director of the company.

If the Treasury Solicitor and the Registrar of Companies then consent, this needs to be followed up with an Affidavit of Service exhibiting the Bona Vacantia letter and provided that everything is done in accordance with the Treasury Solicitor’s requirements and an agreement is given to pay his costs, the matter proceeds to a hearing at which representation is required before the Order is made.

Restoration of a dissolved company to the register

  • If the company will continue to operate after the restoration the Registrar will insist on the public record of the company being brought completely up-to-date. This will involve preparation and submission of all outstanding accounts, annual returns etc. Any accounts which were overdue prior to dissolution will be subject to late filing penalties .

Restore a struck off or dissolved company to the Register

We will:

  • Prepare the draft claim and a statement of truth in support
  • Receive the issued claim and serve it on the Registrar of Companies and Treasury Solicitor
  • Monitor any requirements the Registrar may have for the updating of the public record of the company
  • Prepare the affidavit of service
  • Serve a copy of the final order to restore on the Registrar and liaise with all parties throughout the proceedings.

Company Restoration Fees

Company restoration by Administrative Restoration and Company Restoration by Court Order.

Administrative Restoration Our fee to deal with the company restoration for you is £450 + disbursements of:

  • £100 Companies House fee -We deal with everything for you including advising on requirements of Companies House, preparing the required statement of compliance
  • £69 - Treasury Solicitor fee
  • + Late filing penalties - relating to accounts that were overdue for filing at the date the company was struck off
  • +Preparation and filing of outstanding documents

Once the application for restoring your company has been made we will continue to monitor and advise you of the progress and provide you with confirmation when your company has been restored.

Company Restoration by Court Order - Our fee to deal with the company restoration for you is £600 + disbursements of:

  • £500 Solicitors fees
  • £300 The Treasury Solicitor. The Treasury Solicitor will usually agree to an application subject to undertakings being given to remedy the default by filing updated accounts.
  • £225 Court fees and commissioner for oaths fees - Fees for dealing with the court application
  • +Preparation and filing of outstanding documents

Our Company Restoration Service includes:

  • The preparation of all paperwork
  • Application at the High Court
  • Compilation of evidence for the hearing
  • Representation at court and the service of the Court Order on the Registrar of Companies.

The restoration needs to be made in the name of the Company and joined by a shareholder or director.

It is not necessary for an applicant to attend court as we will appear on your behalf

Company Restoration requirements

We can take care of all the formalities associated with the restoration of your UK Limited Company.

In order to restore a company to the Register, we make an application by way of claim form in the High Court and this has to be supported by the affidavit of a shareholder or director.

We can download or prepare the documents if you do not have the originals and prepare and file any outstanding Annual Returns and we assist with the filing of the Report and Accounts if necessary.

Restore a company to the register

A company may be restored by a court order by a shareholder or director of the company, within 20 years of dissolution.

The company or any person who was a member or creditor of the company when it was dissolved can make the application.

Applying to have a company restored to the register

For companies struck off at the company's own request any of the parties who must be notified of the application can apply to the Court within 20 years of the date of dissolution for the name of the company to be restored to the Register. The Court may order restoration if it is satisfied that:

  • The person was not given a copy of the company's application.
  • The company's application involved a breach of the conditions of the application.

Companies struck off at the instigation of the Registrar - the company, or a member or creditor of it can apply to the Court for restoration within 20 years of the date of dissolution. When a company applies for its own restoration, a member of the company must also be joined in the proceedings so as to be responsible for the costs of the Registrar of Companies.

Restoration Application

To find out which court has jurisdiction to deal with the application we need to check the Registered Office of the company at the time it was dissolved.

We will need to file with the Court:

  • An Affidavit or Witness Statement in support of the Claim Form. This must also be served on the Registrar of Companies and on the Company if it is a Defendant.
  • The Affidavit or Witness Statement should normally contain the following information:
  • Full particulars of the interest of the person swearing the Affidavit - signing the Witness Statement
  • The date of incorporation of the Company and under which Act, the Certificate of Incorporation should be exhibited
  • The address of the Registered Office of the company
  • The objects of the Company, the Memorandum and Articles of Association should be exhibited
  • The Share Capital of the Company, both authorised and issued, and, if a member makes the application, the number of shares held by that member. The names of the officers, (director(s) and secretary) of the company
  • A full explanation of the reasons why the name of the Company was struck off the Register of Companies
  • The date on which the Registrar of Companies struck the name of the Company off the Register and the date on which notice thereof was published by him in the "London Gazette"
  • If the application is by a member, that the Company is solvent and carrying on business, if that is the case
  • The Treasury Solicitor or the Solicitor for the Duchy of Lancaster/Duke of Cornwall will write to you stating that no objection will be raised by the Crown to the order being made,. On receipt of this letter it should be exhibited to an Affidavit/Witness Statement of Service.

Where the application is made and it is intended that the company will continue trading the Registrar will normally ask for delivery before the Court hearing of any statutory documents required to bring the company's public file up to date.

Claim Form and supporting evidence

The Claim Form and supporting evidence must be served on:

  • The Registrar of Companies Restoration Section.
  • The Treasury Solicitor.

The Registrar must be given at least 10 days notice of the hearing to allow her sufficient time to deal with the matter and instruct the Treasury Solicitor.

The Companies Court in London has adopted a practice of attempting where possible to deal with these cases by consent without a formal hearing.

Order for Restoration

An office copy of the order, with an original Court seal, must be delivered to the Registrar by the Claimant. A company is regarded as being restored when the order is delivered to the Registrar.

In the case of a restoration Order the company is then regarded as having continued in existence as if it had not been struck off and dissolved.

Cost

The Treasury Solicitor will usually agree to an application subject to undertakings being given to remedy the default e.g. by filing updated accounts. The Registrar’s costs would normally be between £250 to £300, which have to be met by the applicant.

Before the court hearing the Registrar would normally ask for:

  • The delivery of any statutory documents necessary to bring the company’s public file up to date.
  • The correction of any irregularities in the company’s structure.

Bona Vacantia

Bona Vacantia is property which was owned by a registered company which has been dissolved, then the property is transferred to the Crown as Bona Vacantia.

Bona Vacantia is a Latin expression meaning 'ownerless goods'.

It is only assets which pass to the Crown as Bona Vacantia. When a company is dissolved, any liabilities which the company had are extinguished.

Bank Accounts

If a Bank account is held in the name of a dissolved company, and the company is still trading, the members should restore the company to the Register if that is possible. If the company is not trading, it has been recognised that restoration is not always an economic proposition. The Treasury Solicitor has therefore been given a limited discretion to make payments to former members and liquidators of the dissolved company out of any money held in the company's Bank account.

Flat Management Companies

If the dissolved company owned either the freehold or the master lease for the building then you could find that you cannot sell your flat. In that situation the usual practice of the Treasury Solicitor is to offer to sell the freehold or the master lease to the tenants jointly, or to a new management company. In the case of leases with a period of at least 60 years to run, the price is ten times the total of the annual ground rents, subject to a minimum of £500 plus costs.

Transferring Registered Agent

A UK company can only be restored by the registered agent on record, or the agent can be transferred, which we can organise.

 

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UK Company Restoration Fees
  • Companies House fee - £100
  • Treasury Solicitor fee - £69
  • Our Service Fee - £450