For one reason or another, you may have dissolved your company, but is that truly the end of it?
This article will explore the process of restoring a dissolved company and how you can bring your company back to life.
Within section 1024 of the Companies Act 2006, there is a provision for the restoration of a dissolved company. This provision supplements the Court power to restore companies by Court Order. The official name for this is Administrative Restoration.
Administratie Restoration allows Companies House to restore a dissolved company to its company register in certain circumstances.
In cases where administrative resolution is not a viable option, the option to obtain a Court Order remains available.
WE STRONGLY RECOMMEND THAT YOU SEEK PROFESSIONAL ADVISE BEFORE TAKING ACTION.
Restoring a dissolved company is not simple. Before your proceed, we strongly advise that you obtain proper legal counsel on how to do this correctly.
So let’s break down the steps involved in restoring a company?
Step 1 – Check that you’re eligible
Your hopes of restoring your company may be over before you can even begin the process.
In order for your company to be eligible the following must be true:
- The company was struck off by the Registrar of Companies under sections 1000 or 1001 of the Companies Act 2016.
- The application to restore the company is being made by someone who was a director or shareholder at the time the company was originally dissolved.
- The application for administrative restoration is being made within 6 years of the date the company was dissolved.
- The company was in business, operating or trading at the time it was dissolved.
If the above conditions are not met it’s not the end. Other options such as restoration via court order is another viable option. Restoring a company this way can also be done by parties that are not former directors or shareholders.
Step 2 – Apply to Companies House for administrative restoration
There are several things you will need to send to Companies House to apply successfully for Administrative Restoration.
The RT01 form (or form LL RT01 for an LLP) must be completed with the following details:
- The name and company registration number of the dissolved company.
- A statement of compliance that confirms the applicant has legal standing to submit the application
If your company name has been registered to a new company whilst yours was dissolved you also have the option to add a new company name. In some cases owners pre-empt this and select an alternative name.
£100 Restoration fee
There is a restoration fee which needs to be paid to Companies House. You’ll need to send a cheque for £100 addressed to Companies House.
All outstanding documents, e.g. accounts and confirmation statements must be submitted to Companies House to bring all records up to date. That includes any documents that were due or overdue at the date the company was dissolved and those that will have fallen due since.
Beware of any outstanding fees or penalties
If you have any outstanding documents you will be penalised and you will be required to pay the appropriate fee for them. In particular the Registrar’s fee for submitting a confirmation statement.
Step 3 – Companies House process the application
After you’ve sent off all the required paperwork and any monies owed you should have an answer from Companies House within 2 weeks.
If everything goes well and the application is successful your company will be restored to the register as soon as the registrar sends you a confirmation letter.
Step 4 – The notice of restoration
If you do get the notice that your application was a success Companies House will restore your business to the register.
Administrative Restoration means that the company is deemed to have continued existing. It will be as if it was never struck off the register at all.
The immediate effects of this include:
- The company will immediately appear in Companies House’s online register as active
- A restoration notice will be published in the Gazette
It should be noted however that the original striking off and restoration will remain visible in the company’s filing history.
Once your company has been restored, you can look at getting your monies and assets returned that have been held Bona Vacantia by The Crown.
What happens if your application is rejected?
You need to be prepared for this to happy. Rejection can happen for one reason or another, such as not meeting all the requirements laid out above. Hopefully, it’s just a case of providing missing documents.
However, if it was refused for another reason you can explore alternative restoration options.
For example, you may be able to:
- Apply for a court order to process your company restoration. This might be available to you even after the standard period for restoration has expired. Make sure your application is made within 28 days of this.
- Try to get a discretionary grant. If you’re a shareholder’s aiming to recover monies from the dissolved company this may be a better route to go down.
- Simply form a new company. If your main aim is to just start trading again this may be a simpler option. Especially if you’re not trying to recover any assets.