Company restoration is the process by which a dissolved company can be restored to the company register. From 1 October 2009, under section 1024 of the Companies Act 2006, there is a new provision for the restoration of a dissolved company, which supplements the pre-existing Court power to restore companies by Court Order. Administrative restoration allows Companies House to restore a dissolved company to the company register in certain circumstances, with a quicker process and generally lower costs. In cases where administrative resolution is not a viable option, the option to obtain a Court Order remains available.
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Where it’s available, the administrative restoration procedure can be particularly attractive because, compared to restoration via a Court Order, it’s typically quicker, simpler and less costly. This article explains what the directors or shareholders of a dissolved company must do to restore a company under the administrative restoration process.
1 Check that you're eligible to apply for administrative restoration
An application can only be made to Companies House to restore a company or LLP if:
- The company was struck off by the Registrar of Companies under sections 1000 or 1001 of the Companies Act 2006 (or, before that, section 652 of the Companies Act 1985). These are the sections that permit Companies House to strike off a company which appears defunct, usually by virtue of its failure to file annual returns, accounts or to respond to reminders to do so. This means that the administrative restoration process is not available where the company was struck off on an application for voluntary striking off by the directors.
- The application is being made by someone who was a director or shareholder/member at the time the company was dissolved.
- The application for administrative restoration is being made within 6 years of the date of company dissolution.
- The company was in business, operating or trading at the time it was dissolved. This is also a suitable method of restoration where the company intends to trade again after being restored to the company register.
Where these conditions are not met, there may be other options available. The most likely alternative route, particularly where parties other than a former director or shareholder (creditors, for example) wish to restore a company, will be to pursue company restoration by court order.
2 Apply for a bona vacantia waiver letter (if required)
If the company owned any property on striking off, it then became bona vacantia and now belongs to the Crown and so the Crown representative must give its consent in writing to the company’s restoration to the register.
Most applications will need to be sent to the Treasury Solicitor, but the appropriate Crown representative varies depending on where the property was based and where the dissolved company had its registered office:
- If the company owned property in England or Wales, you’ll typically need to apply to the Treasury Solicitor. However, if the company’s last registered office was in Cornwall, Merseyside, Lancashire or certain parts of Cheshire, Cumbria or Greater Manchester (collectively the Duchies of Cornwall and Lancaster), then you may instead need to apply to Farrer & Co, the solicitors who represent the Duchy Estates
- If the company owned property in Scotland, you’ll need to apply to the Queen’s and Lord Treasurer’s Remembrancer
- If the company owned property in Northern Ireland, you’ll need to apply to the Crown Solicitor’s Office, Northern Ireland
An application to the Treasury Solicitor should be made by completing form BVC14 and sending it to:
Bona Vacantia Division
Government Legal Department
PO Box 70165
There is a £64 application fee, which must be paid via bank transfer, with the dissolved company’s name as the payment reference. Assuming the Treasury Solicitor has not had to deal with any assets of the company, there won’t usually be any further costs. If, however, they have dealt with such assets the Treasury Solicitor will also look to recover from you the full costs of dealing with them.
As long as the application form is completed and costs are settled in full, the Treasury Solicitor will usually issue a bona vacantia waiver letter – which is a statement in writing giving their consent to the company’s restoration. The bona vacantia waiver letter will be sent to the postal address, email address or fax number stated on the BVC14 form, typically within a few weeks of the application.
Once the bona vacantia waiver letter is supplied by the Treasury Solicitor or other Crown representative, an application can be made to Companies House for administrative restoration.
3 Apply to Companies House for administrative restoration using form RT01
There are a number of items that need to be submitted to Companies House to effect a successful administrative restoration. To avoid unnecessary confusion, correspondence and potential delays, it’s best to submit all of the following together:
The RT01 form (or, for an LLP, the equivalent form LL RT01) – the ‘ Application for administrative restoration to the Register’ – must be completed with the following details:
- The dissolved entity’s company name and company registration number
- A statement of compliance which confirms that the applicant has legal standing to make the application – i.e. they were a director or member when the company was dissolved – and the conditions for administrative restoration have been met
- Optionally, an alternative company name (which will be appropriate if, since dissolution, another company has registered the same or a suitably similar name)
A cheque for £100
This is the Companies House administrative restoration fee. Cheques should be made payable to ‘Companies House’ with the company number of the company being restored written on the reverse to avoid confusion.
All outstanding documents – for example, accounts and confirmation statements – must be submitted to Companies House to bring up to date the records held by the registrar. That includes any documents that were due or overdue at the date of dissolution and those that will have fallen due since.
Outstanding fees and penalties
You must pay the appropriate filing fee on submission of any outstanding documents, particularly the registrar’s fee for submitting an annual return (or, from 30 June 2016, a confirmation statement).
There are also likely to be statutory penalties to pay, particularly for late filing of each set of accounts. This could include:
- Unpaid penalties still outstanding on accounts that were delivered late but before the company was struck off ;and
- Any penalties attached to accounts that are being delivered as part of the administrative restoration, if these accounts were overdue at the date the company was dissolved. Typically, Companies House do not continue to increase penalties for the period between dissolution and an application to restore the company – so, for example, if accounts were 3 months overdue at dissolution they will be treated as 3 months late, even if several years have passed since closure of the company.
Late filing penalties can be substantial, potentially up to £1,500. If multiple sets of accounts are overdue, these penalties will be duplicated, which when added to any filing and other fees could quickly increase the cost of administrative restoration. The person making the application will need to weigh these costs against the need for restoration and the costs of any other options that may, in the circumstances, be available.
All of these requirements should be sent to Companies House at the relevant address stated on the RT01 form, the location of which is based on where the dissolved company was registered.
4 Companies House process the application
For the most part, administrative restorations are straightforward. If the above conditions are met and the applicant has delivered all the required documentation and fees, the registrar should make a decision on whether the company should be restored within two weeks of receiving the application.
After making a decision, Companies House will give notice of its decision to the applicant.
5 Receive the notice of restoration
If the application is accepted, Companies House will restore the company to the register. They’ll issue a notice to the applicant to confirm, the date of which is the effective date of the restoration.
The general effect of administrative restoration is that the company is deemed to have continued in existing as if it had not originally been struck off the register. The visible effects include:
- The company immediately appears in Companies House’s online register as active
- A notice of restoration will be published in the relevant Gazette
- However, references to the original striking off and restoration will remain visible in the company’s filing history on Companies House’s website
Once the restoration is complete, you can also look to obtain the return of any monies and assets that have been held bona vacantia by the Crown while the company was dissolved.
More generally, under section 1028 of the Companies Act 2006 a company can apply to the Court to give directions or make provisions that may be required to put the company, its members or directors in the same position they were in before the company was struck off. Any application under this provision must be made within 3 years of company restoration.
Companies House may restore the company to the register as if its registered number is also its name
The notice of restoration will include its name and company registered number. It’s possible, however, that during the period the company was struck off, another company was created with the same (or a sufficiently similar) name, meaning that the company cannot use its original name. The previously dissolved company cannot claim priority so in this case will need to be restored under a new, unique name.
Recognising this possibility, the company could have provided an alternative name in the RT01 form, in which case Companies House will issue a change of name certificate on restoration. If not, or the name provided is also not acceptable, Companies House may restore the company to the register as if its registered number is also its name: in this scenario, the company must then swiftly change the company name to something new. An offence is committed if the company does not change its name within 14 days of restoration.
What happens if Companies House reject the application?
Companies House will reject the application if all the above requirements have not been met: in that case, it should simply be a matter of providing anything that’s missing.
If the application is refused for another reason, you might be able to:
- Apply for a court order for restoration. This may be available even if the standard. .period for restoration has expired, so long as an application is made within 28 days.
- Obtain a discretionary grant, if a shareholder’s aim is to recover monies from the dissolved company.
- Form a new company, if the sole aim is to trade rather than recover assets.
All companies must maintain up to date company records and file documents with Companies House. Inform Direct is the perfect tool to help you easily keep everything up to date.