Restoring a dissolved company to the Companies House register

Restoring a dissolved company (administrative or court restoration)

A company that has been dissolved may be reinstated on the Companies House register by a company director or shareholder, provided specific conditions are met. Restoration is possible if the company was struck off within the last 6 years or if it was actively trading at the time of dissolution. The type of restoration process, whether administrative or through the court, hinges on the entity responsible for striking off the company.

How can I restore a company to the Companies House register?

When a company is no longer listed at Companies House, it is either dissolved voluntarily by its members or struck off for neglecting to submit Confirmation Statements and company accounts.

The challenge arises when directors wish to continue trading after the company’s forced removal. In such cases, an administrative restoration can be sought, addressing the company’s compliance concerns.

The restoration process needed essentially hinges on who initiated the company’s removal. It may involve an administrative restoration, as mentioned earlier, or if directors dissolve the company, a court restoration becomes necessary.

What is an administrative restoration?

If Companies House struck off a company in the last six years, an administrative restoration can be requested. It involves filing all overdue Confirmation Statements and company accounts and settling financial penalties for non-compliance.

These penalties may include:

• £40 for each outstanding Confirmation Statement
• A penalty for failing to submit the company’s accounts, the amount varying but generally not exceeding £1,500 for one year.

When applying for administrative restoration, include a cheque payable to ‘Companies House’ with the application form RT01, covering the fines and penalties. Only directors and shareholders are eligible to apply, and upon a successful application, the registrar will confirm the company’s restoration via letter.

 Read More:

• Submitting a DS01 form to strike off your limited company
• What is a first Gazette notice for compulsory strike off?
• Limited Company Strike off Dissolution
• Company strike off has been suspended – what now?

Court restoration

Several reasons may necessitate a court restoration. These include resuming trade, releasing an asset, or facing a claim against the company.

I. Recommencing trade

If directors decide to dissolve their company and take it off the Companies House register, seeking a court order is essential for resuming trade. This application must be made within six years of the dissolution.

In England and Wales, form N208 is used for court restoration, requiring a fee. In this case, a court fee of £308 is necessary, along with settling any outstanding Confirmation Statements, company accounts, and penalty payments. 

II. Releasing an asset

Court restoration for asset release also falls within a six-year timeframe. The company is temporarily reinstated on the Companies House register to facilitate the release of the specific asset(s).

Assets owned by a dissolved company eventually become Crown property due to the laws of ‘Bona Vacantia’ or ownerless property. In this scenario, directors are not required to file any missing Confirmation Statements or company accounts, as the restoration is only temporary, and regular trading is not intended to resume.

III. Claims against the company

A creditor, seeking to pursue a claim against the company, can restore it to the register, and there is no specified time limit in such cases. This could be associated with an employee injury, requiring appropriate medical documentation and supporting evidence for the claim. HMRC may also restore a dissolved company to the register if they anticipate recovering owed funds through this process.

Suppose directors neglected to withdraw cash from the company’s bank account before dissolution, and the sum is below £3,000. In that case, they might recover the funds through a discretionary grant instead of opting for company restoration. 

For further details on restoring a company to the Companies House register, reach out to our knowledgeable team at Vanguard Insolvency. We provide expert advice and practical assistance throughout the process. Call today for a free same-day consultation.