Companies Act 2006 – Section 1013

Crown disclaimer of property vesting as bona vacantia

1269. Where a company is dissolved while still holding property, that property passes to the
Crown. Section 656 of the 1985 Act provides that the Crown’s title to the property may be
disclaimed by means of a notice signed by the Crown representative.

1270. At present this disclaimer must generally be executed within 12 months of the date on
which vesting of the property came to the notice of the Crown representative or within three
years of the Crown representative receiving an application from an interested party. This
section, in restating the relevant provisions, extends the 12-month period to three years, and
provides that, if the ownership of the property is not established when the Crown
representative first has notice that the property may have vested, that period runs from the
end of the period reasonably necessary for the Crown representative to establish ownership.

1271. Section 656 of the 1985 Act also provides that a disclaimer may be made within three
years of the Crown representative receiving an application from an interested party. This
section changes this to 12 months.

CHAPTER 3: RESTORATION TO THE REGISTER

1272. Under the 1985 Act, where a company has been struck off the register, mechanisms
are available (sections 651 and 653) by which the company may be restored to the register
following a court order. The CLR (Final Report, pages 227 to 229) recommended that an
alternative, administrative restoration procedure should be available in certain circumstances. Sections 1024 to 1028 make provision implementing that recommendation.

Section 1024: Application for administrative restoration to the register

1273. This section provides that an application may be made to restore a company that has
been struck off under sections 1000 or 1001; that it can be made whether or not the company
has also been dissolved; that the application must be made by a former director or former
member of the company, and that it must be made within six years of the date of dissolution.

Section 1025: Requirements for administrative restoration

1274. This section sets out the requirements for restoration, including the conditions that the
company was carrying on business or in operation at the time of its striking off; that the
Crown representative has given any consent that may be necessary; and that the applicant has
delivered any documents necessary to bring the registrar’s records up to date and has paid
any penalties due at the date of dissolution or striking off.

Section 1026: Application to be accompanied by statement of compliance

1275. This section provides that an application for restoration must be accompanied by a
statement that the applicant has the necessary standing to make the application and that the
requirements for administrative restoration have been met. The registrar may accept the
statement of compliance as sufficient evidence of the matters stated in it.

Section 1027: Registrar’s decision on application for administrative restoration

1276. This section provides that the registrar must give notice of her decision, and that (if
the decision is that the company is restored) the restoration takes effect from the date that
notice is sent. The section also sets out the consequential actions the registrar must take.

Section 1028: Effect of administrative restoration

1277. This section provides that the effect of restoration is that the company is deemed to
have continued in existence as if it had not been struck off, and that application may be made
to the court within three years of restoration for the court to make such directions as may be
needed to place the company itself, and other persons, in the same position as they would
have been had the company not been struck off.

Restoration to the register by the court

1278. These sections bring together what are currently two separate procedures for a
company to be restored to the register by court order (under sections 651 and 653 of the 1985
Act). The CLR recommended (Final report pages 227 to 229) that the two separate
procedures be replaced by a single new procedure, which should largely be based on the
precedent of the procedure under section 653 of the 1985 Act.

Section 1029: Application to court for restoration to the register

1279. The section sets out that an application may be made for the restoration of companies
which have been dissolved, are deemed to be dissolved, or have been struck off under the
various provisions set out in subsection (1). Subsection (2) sets out the persons who may
make such an application.

Section 1030: When application to the court may be made

1280. At the moment, applications to the court under section 651 of the 1985 Act must be
made within two years, and under section 653 within twenty years. This new section provides
that the time limit for the new single procedure will generally be six years, although special
provision is made (subsection (5)) for situations where an application for administrative
restoration has been made and refused.

1281. Subsection (1) makes clear that there is no time limit where the application is for the
purpose of bringing proceedings against the company for damages for personal injury.

Section 1031: Decision on application for restoration by the court

1282. This section sets out the circumstances in which the court may order restoration
(including any case in which the court considers it just to do so) and provides that restoration
takes effect when the court’s order is delivered to the registrar. It also requires the registrar to
give appropriate public notice of the restoration.

Section 1032: Effect of court order for restoration to the register

1283. This section provides that the effect of restoration is that the company is deemed to
have continued in existence as if it had not been struck off, and that the court may make such
directions as are needed to place the company itself, and other persons, in the same position
as they would have been had the company not been struck off. The court may also make
directions as to the issues set out in subsection (4) to do with the company’s file at
Companies House and costs.