Restoration of a Company… The Process Explained
During lockdown, companies have come under significant financial pressure, forcing many to cease trading and to dissolve their business.
A company that has been dissolved is one that has been closed and removed from the Register of Companies at Companies House. This means a company no longer exists and is no longer able to trade. Despite this, you may decide that you need to restore the company, for reasons such as continuing to trade or to recover money from a previous business bank account.
If you wish to restore a company, the ways in which to do so are as follows:
1 . Administrative Restoration
A dissolved company can be restored using Administrative Restoration provided the following criteria is met as per Section 1024 of the Companies Act 2006:
The application is made by a director or shareholder of the business;
The company was struck off and removed from Companies House within the last six years;
The company was trading up until the time it was dissolved.
Provided this criteria is met, the following documentation needs to be completed and submitted to Companies House:
Application Forms for Administrative Restoration;
Cheque for £100;
Any outstanding documents and fees that would have had to be paid if the company had continued to trade, such as annual accounts and late filing penalties;
A Bona Vacantia Waiver Letter, confirming the Government Legal Department has no objections to the restoration of the company. If the company was registered in Lancaster or Cornwall, then the Bona Vacantia letter needs to be obtained from the Duchy of Cornwall or Duchy of Lancaster, not the Government Legal Department.
If the criteria for an Administrative Restoration is not met, the other alternative is to seek a Court Order granting the restoration.
2. Court Order
A dissolved company can also be restored by way of a Court Order. The criteria for using this process is for any reason not indicated in the criteria for Administrative Restoration above, provided the application is submitted within six years of the date of dissolution of the company. As per Section 1029 of the Companies Act 2006, various individuals can make the application, including the Secretary of State, a former director of the company, or a person with a potential legal claim against the company.
In order to make an application via Court Order, you are required to submit the following documentation to your local County Court:
Relevant Claim Form with Witness Evidence to support
Upon receiving the sealed Claim Form from the Court, a copy must be sent to both the Registrar of Companies and the Treasury Solicitor. In response, the Treasury Solicitor will set out the requirements of the Registrar of Companies, including the fees to be paid by the applicant. These are usually in the region of £300.
Once you have provided your written agreement to adhere to these requirements, the Treasury Solicitor will provide you with a Waiver Letter, indicating they have no objection to the restoration of the company, and a draft Court Order, to be submitted to the Court for it’s consideration.
Provided the Court does not raise any issues, you will be provided with a sealed Court Order, confirming the restoration of the company. This Court Order is then provided to the Registrar of Companies, in order to allow them to make the necessary administrative arrangements.
Whilst an Administrative Restoration can be conducted with the assistance of an accountant, if you wish to restore the company by way of a Court Order, it is often recommended to seek the assistance of a solicitor, due to the specific legal aspects within the process.
If you have any queries regarding the restoration of a company, please do not hesitate to contact Lawson-West who can help you to re-register and restore the company status at Companies House.
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