There are are two reasons to restore a company:
If a company is to carry on trading the file must be brought up to date with all missing Annual Returns and Accounts.
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.
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.
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:
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:
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
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.
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.
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:
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.
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:
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.
The Claim Form and supporting evidence must be served on:
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.
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.
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:
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.
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.
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.