Procedure - 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 member/shareholder of the company who can give any necessary undertakings to the Court or a creditor of the dissolved 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 which will then need to be advertised in The London Gazette.
Restoration of Dissolved Companies
The Registrar of Companies has the power to strike a company off the register if it defaults in its statutory duty to lodge the appropriate annual returns or accounts at Companies House on time. Although the Registrar will send various reminders, it is possible that a company may be struck off before the owners have the chance to recover assets in the company's name or close bank accounts. This may happen for instance where a director has been absent for a prolonged period.
If your company has been dissolved, and there are assets or monies in the company's name, you will need to take prompt action to have the company restored to the Register. Such action requires the preparation of affidavits and statements to be presented to the Courts, and this requires the assistance of a Solicitor.
We have negotiated special arrangements with lawyers who can handle your application swiftly, as each case varies in complexity, costs are difficult to determine without knowledge of the exact circumstances. However, as a guide, a straight forward application to restore a company struck off for non-compliance of filing requirements is likely to cost around £1500+VAT, including all court costs and disbursements. If you need to discuss your situation, please contact us directly, and we shall be happy to advise you of the best course of action and give you a more accurate idea of the cost applicable to your specific circumstances.
Restoration of a company to the register
- The services of a solicitor will be required for the issue of the claim and the court hearing (if any).
- Our restoration service is appropriate where the company has been struck off by the Registrar of Companies or where a voluntary striking off has taken place; it is not appropriate if the company was placed in liquidation.
- Those seeking to have the company restored must pay the legal costs of the Registrar of Companies (who is the respondent in the claim) as well as their own costs.
- On dissolution of the company any assets remaining in its name passed to the Crown. Therefore the company’s members and directors must not attempt to use any of its assets e.g. a company bank account.
- 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 have become overdue will be subject to civil late filing penalties and annual return fees must be paid.
- If the purpose of the restoration is to retrieve an asset (such as a property) which has been left in the name of the company as opposed to continuing in business, the Registrar may insist on the company being formally wound up immediately after restoration.
- A creditor of the company may apply to have it restored to the Register. The creditor will be expected to pay the legal costs of the Registrar of Companies.
Application for Company Restoration
How to restore a struck off or dissolved company to the Register
In order to process the application forms you need to complete the attached questionnaire in as much detail as possible. As online company restoration advisers and specialists we can assist you with the procedure for application to the Treasury Solicitor and Registrar of Companies. We will deal with all of the legal matters and appoint experienced solicitors to submit your application to Court and the Registrar of Companies on your behalf.
- 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 is subject to a 20-year limit from when the company was struck off. Please be advised that until a court order has been obtained, the company will not be restored. This is not guaranteed and in any event is not automatic.
A court date to restore the company is normally set between 4-6 weeks after the forms have been lodged with the courts. This interim period is necessary to make sure all the statutory forms for the company have been brought up to date for Companies House (for example Accounts and Annual Returns).
If the purpose for restoration is purely to release funds amounting to less than £3,000 in cash it is not always necessary to issue proceedings to restore the Company. This is because the Company does not intend to trade. Each case will be decided on merit and is at the discretion of the Treasury Solicitor.
The vast majority of cases are straightforward. In the event that the restoration encounters difficulties - if say a 3rd party were to oppose it, it is not possible to predict the professional costs, but no costs will be incurred without prior notification.
Please note that the above costs do not include any Companies House late filing penalties the company may incur.
Please complete our company restoration form to enquire about restoring your company.
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