Restoration to Company Register
Many people think that once the company has been dissolved, wound up or struck off, you cannot restore it to the register. This is a common misconception because you can.
Reasons for Company Restorations
People apply to restore companies to the register for many reasons. In most cases the company will have been struck off simply because they did not file annual returns or accounts and ignored the reminders from Companies House. Alternatively it may be because a director or shareholder wishes to realize some actual or potential assets remaining in the company or about to become due to the company or for pursuing legal claims against a third party.
Under the new Companies Act 2006 there are now two procedures for company restoration. They are known as 1. Administrative restorationand 2. Company restoration by court order
From 1st October 2009 there is a new provision for the restoration of a struck off or dissolved company in certain circumstances. The Companies Act 2006 section 1024 allows for a new company restoration procedure known as Administrative Restoration, which will be used to supplement the existing Court power to restore companies. It means that the Registrar of Companies has the power to restore a struck off or dissolved company to the register under the circumstances listed below. The Court power will still exist for those cases where the Registrar cannot act.
Administrative Restoration for a struck off or dissolved company can only be used where the company once restored to the register will continue to trade and:
the company was carrying on business / or in operation at the time of dissolution
the company was carryinthe company has been struck off under sections 1000 or 1001 (power of registrar to strike off defunct company)g on business / or in operation at the time of dissolution
the application is made within a period of 6 years after the date of dissolution
the Crown has signified consent (bona vacantia issue)
the company has delivered all the necessary documents to bring the company up to date, i.e. all outstanding documents at the time of dissolution and any that have fallen due during the period of dissolution, and paid any relevant penalties under section 453 or corresponding earlier provisions (civil penalty for failure to deliver accounts) that were outstanding at the date of dissolution or striking off.
We deal with everything for you including advising on requirements of Companies House, preparing the required statement of compliance and liaising with the Treasury solicitor to obtain his consent.
Costs of an administrative restoration
Our fees to deal with the company restoration for you are £195 plus vat of £39.00 and there would be a fee of £100 payable to companies House and a fee of £79 payable to the Treasury solicitor making £413.00 in total payable in advance.
If having read this you now wish to make further enquiry or proceed to with an administrative company restoration to the company register at Companies House please contact us
2. Restoration by court order.
If you do not qualify to make an administrative restoration because for example you applied voluntarily to strike off the company, then we need to apply to the High Court.
An court application may be made by:-
the Secretary of State,
any former director of the company,
any person having an interest in land in which the company had asuperior or derivative interest,
any person having an interest in land or other property—that was subject to rights vested in the company, orthat was benefited by obligations owed by the company,
any person who but for the company’s dissolution would have been ina contractual relationship with it,
any person with a potential legal claim against the company,
any manager or trustee of a pension fund established for the benefit ofemployees of the company,
any former member of the company (or the personal representatives ofsuch a person),
any person who was a creditor of the company at the time of its strikingoff or dissolution,
any former liquidator of the company,
where the company was struck off the register under section 1003(voluntary striking off), any person of a description specified byregulations under section 1006(1)(f) or 1007(2)(f) (persons entitled tonotice of application for voluntary striking off), or by any other person appearing to the court to have an interest in the matter.
When can an application be made?
An application must be made within 6 years of the company being dissolved. However it can be made at anytime if the application is made for the purpose of bringing proceedings against the company for damages for personal injury.
What does it cost for companies registered inEngland or Wales?
The Treasury Solicitor will usually agree to an application subject to undertakings being given to remedy the default eg by filing updated accounts. He will also require payment of his costs which are usually approximately £300.
In addition there are our own fees for dealing with the court application which are £750 plus vat of £150 and the court fees and commissioner for oaths fees of £345 - a total of £1245.
You may find some competitors fees quoted for company restoration to the Companies House roll appear lower than ours. Do not be mislead! We endeavour to be totally honest from the outset with our clients. Our fees and disbursements quoted above include everything - there are no hidden extras for example solicitors fees. In addition we offer a professional and quality service. We receive all court and Companies House communications. Competitors who simply "advise" and draft documents leave you to deal with the Court etc. This can be stressful if you get things wrong. When you communicate with us by phone or email you receive immediate responses. We make the process easy for you.
What does it cost for companies registered inScotland?
Fees for restoration of a Scottish company are the same as for an English company if it is an administrative restoration. If we have to go for a court order restoration fees are £1200 plus vat and in addition there is the cost of an advertisement in a newspaper and court fees of £400. There are no Treasury solicitors fees to pay unlike in England and Wales.
If you would like to enquire about restoring a company then please contact us and we will contact you to take your proposed company restoration to the next stage.
Alternatively please call us on 0845 4565273 ( from UK) or +44(0)1925757887 (from overseas) for a no obligation discussion.