Commercial Update 78: Bringing It Back From the Dead – How to Restore a Deceased Company

This week, a quick overview on the thorny subject of when a company is removed from the register of companies, usually via either being voluntarily dissolved or struck-off by the registrar.

The net effect of being removed as you may know is that it no longer exists and any remaining assets vest in the Crown.

Sometimes though, a company can be restored to the Register, which can be useful both for creditors, making a claim or if the company was holding an asset which needs to be transferred.

Administrative restoration tends to be the easier and more straightforward of the two processes, involving an application (used in limited circumstances and is aimed at applicants who wish the company to continue trading) to Companies House and a fee of £100.

This process can only be used if the following circumstances apply:

  • The company was dissolved in the last six years;
  • The applicant is a former director or shareholder of the dissolved company;
  • The company continued to trade until the time it was dissolved;
  • The company was struck off under sections 1000 or 1001 of the CA 2006; and
  • The applicant has obtained the crown’s consent to the restoration by way of a bona vacantia waiver letter.

Please note that all forms filing fees (including accounts and confirmation statements) would need to be filled out and paid to then bring the dissolved company’s filing record up to date.

If administrative restoration does not work, the other route is to restore the dissolved company by way of court order, which can be done at the nearest county court.

Unsurprisingly, this process is often much lengthier and more expensive as it is subject to the costs and the timetable of the courts.

However an application can be made by persons who have an interest in the company being restored (not just a former shareholder or director) at the discretion of the court.

This could include a creditor of the company or a person who has a contract with/claim against the company.

However any companies which were dissolved more than six years ago may only be restored to the register where there is a personal injury claim.

It the court grants an order to restore a company to the register, it can also restore circumstances to those which would have been had the company never been dissolved.

If either route above works, the company is deemed to have never been dissolved and as if it had continued in existence.

Regards to all