UK Company Restoration
Your company ceases to legally exist when it is dissolved or struck off the UK register at Companies House. We can restore your company to the Companies Register by Administrative Restoration or by Court Order.
The main reasons to restore your UK company are to continue trading or to release company assets such as property or funds from a frozen bank account.
When a UK company is dissolved, its bank account is frozen and its assets are deemed to be Bona Vacantia and will belong to the Crown and it must not continue to trade.
Administrative Restoration – A UK company struck off and dissolved by the Registrar of Companies, for not paying annual fees or not filing required documents, can be restored through an Administrative Restoration.
Court Order Restoration – A UK company struck off and dissolved by its own request, ie Voluntarily Dissolution, has to be restored through a Court Restoration.
UK Administrative Restoration fees
- Our Service Fee for a UK Administrative Restoration – £380
- UK Companies House Restoration fee – £100
- Treasury Solicitor fees – £69
- Due Diligence Fee – per Director & Shareholder – £80
- Company Search and checking the company file – £68
- Confirmation Statement – Drafting and Filing fee per year outstanding – £160
- Companies House Late Filing fees –requested per company
UK Court Order Restoration fees
- UK Companies House Restoration Fee – £300
- Treasury Solicitor Fees – £280
- Due Diligence Fee – per Director & Shareholder – £80
- Company Search – £68
- Our Service Fee for Court Order Restoration – £600
- Confirmation Statement – Drafting and Filing Fee per year outstanding – £160
- Companies House Late Filing Fees – requested per company
- Solicitors Fees – £500
- Court fees and Commissioner for Oaths Fees – £225
- Preparation and filing of outstanding documents – from £180
- Duchy of Lancaster Waiver Letter – if company’s registered address is in Lancashire – £175
UK Annual Compliance fees
Once company is restored to keep it in Good Standing:
- Provision of Registered Office – £280
- Company Secretary recommended – £400
- Directors Register Maintenance – £180
UK Administrative Restoration
Companies House will restore your UK company by Administrative Restoration if it was struck off and dissolved by the Registrar of Companies.
The application to restore must be made within last 6 years of the strike off date and a Director or Shareholder of the company must make the application.
Administrative Restoration will not apply if the officers of the company made a formal application to have the company dissolved.
All the outstanding confirmation statements and annual accounts need to be prepared and filed. The manual filing fees and any outstanding late filing penalty fees must also be paid.
- Companies House Fee – We deal with everything for you including advising on requirements of Companies House and preparing the list of outstanding documents
- 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.
Once restored we can order the UK company certificate of Good Standing
UK Company Restoration Service
Our UK Administrative Restoration Service includes the following services:.
- Preparation of all paperwork, this includes the waiver letter from Bona Vacantia
- Liaison with the UK Company Registry and Treasury Solicitors
- Once the application 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
- 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
UK Company Restoration by Court Order
For companies struck off at the company’s own request, an application to the Court is necessary to have the company 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
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.
The Treasury Solicitor will usually agree to an application subject to undertakings being given to remedy the default e.g. by filing updated accounts.
If the registered office of the company was in Lancashire or Cornwall the Claim form and supporting evidence will be served on the Solicitor to the Duchy of Lancaster / Duke of Cornwall.
Court 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 prepare and file the following documents with the Court:
- An Affidavit or Witness Statement in support of the Claim Form and this must be served on the Registrar of Companies
The Affidavit or Witness Statement will normally contain the following information:
- Full particulars of the interest of the person swearing the Affidavit
- Date of Incorporation of the Company and under which Act
- The address of the Registered Office of the company
- Objects of the Company, the Memorandum and Articles of Association
- 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
- Details of the reasons why the UK Company was struck off the Register of Companies
- 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
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.
Order for Restoration
We deliver a copy of the order, with an original Court Seal, to the Registrar. The company is regarded as restored once the order is delivered to the Registrar.
The company is then regarded as having continued to be in existence as if it had not been struck off and dissolved.
Bona Vacantia is property which was owned by a company which has been dissolved, then the property is transferred to the Crown as Bona Vacantia.
Flat Management Companies
If the dissolved company owns the freehold or the master lease, then 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.
Legal Costs & Expenses for a UK Company Restoration
- Obtain a Company Search
- Obtaining and perusing relevant filings and various related documents
- Drafting and completing the documents necessary for the application
- Drafting the restoration order
- Serving documents and communicating with on the Registrar of Companies
- Advertisement – if required
- Filing the application with the Court if necessary
- Attending court hearing
Disbursements or Expenses:
- Outstanding filing fees on annual returns/ compliance statements
- Penalty for late filings and other penalties
- Court filing fees
- Filing fees to the Companies Registry on the restoration application
Company Directors and Shareholders
When your UK company is restored, the previous Directors, Company Secretary, Shareholders and Registered Office are automatically assumed to have continued.