Bringing a company back from the dead – a guide to administrative restoration

If your company has been struck off by Companies House, understanding the pathway to reinstatement is crucial. When a company is removed from the register by the Registrar of Companies (the “Registrar”), it ceases to exist as a legal entity. Consequently, it loses its legal personality, becomes dissolved, and any remaining assets vest in the Crown. Nonetheless, the dissolution of a company does not necessarily signify its permanent demise and under specific circumstances, a company can be restored to the register of companies. Reasons for restoration often include facilitating legal actions against the company or addressing situations where the company continues to operate despite its official strike-off from the register.

Part 31 of the Companies Act 2006 (the “CA 2006”) stipulates two distinct procedures for restoration: (i) administrative restoration and (ii) restoration by way of a court order. The selection of the appropriate procedure will largely depend on the applicant’s relationship to the company and the specific circumstances leading to the company’s initial dissolution. This article will focus on the administrative restoration, a process predominantly used by companies that were struck off due to non-compliance with the filing requirements mandated by Companies House (such as not filing the annual return, accounts or a confirmation statement). Below, we take a closer look at the qualifying conditions, the procedural aspects of the application process, and the consequences of the restoration.

Conditions for administrative restoration

Administrative restoration involves making an application to Companies House. As a result, it is imperative for potential applicants to understand the definitive set of conditions that must be met prior to initiating the process.

Who can apply and when?

As a first step, an application can only be brought by someone who was a director or a member at the time the company was struck off. Consequently, unlike a restoration by way of a court order (where even a former creditor or someone who has a potential legal claim against the company has standing), administrative restoration permits applications from a more restricted pool of applicants.

In addition, a former director or member can bring an application only if the company was carrying on business or was otherwise in operation at the time of striking.

The CA 2006 also provides for a definitive timeframe for administrative restorations, whereby no more than six years can have passed from the date of the dissolution of the company. As mentioned above, administrative restoration is commonly used by companies that have been struck off for failure to comply with their filing obligations at Companies House yet have continued trading.

Procedural conditions

If any property previously vested or held on trust for the company has become bona vacantia, the consent of the Crown’s representative is required for the Registrar to proceed with the company’s restoration. The consent is obtained through a bona vacantia waiver letter, which the applicant will need to obtain by filing a form with the Treasury and paying the requisite fee. Additionally, the applicant may also be asked to cover any costs levied by the Crown relating to the management of the assets during the period of dissolution or in connection with the administrative restoration process.

Finally, it is crucial that the applicant takes measures to bring the affairs of the company up to date. This would include submitting all the requisite documents to the Registrar, including any overdue confirmation statements or financial accounts, covering the period during which the company was dissolved. Additionally, the applicant is also required to settle any penalties associated with the late filing of the company accounts. The penalties for late filing can be considerable, escalating to £1,500 if the delay exceeds six months.

If any of the above conditions cannot be met, administrative restoration is not available, and the applicant will have to apply for restoration by way of a court order.

Application for administrative restoration

An application for administrative restoration is made by making a filing at Companies House and paying the requisite application fee of £100.

The date of the restoration itself will be the date on which the Registrar sends notice of their decision to the applicant. The same will be confirmed by the Registrar by entering the date of restoration in the register of companies, followed by the official notice in the Gazette. The notice will contain the name of the company, its company number and the date on which the restoration takes effect.

Applicants should bear in mind that if the company has been dissolved for some time, its original name may no longer be available at the time of restoration. This could occur if another entity has been incorporated under the same or similar name, thereby preventing the company from being restored with a previous name, where such conflict exists. In this instance, the company will need to be restored under a different name, and this can be specified as part of the application form. It is therefore advisable to conduct an initial search of the Registrar’s index of company names before proceeding with the submission of application.

How can we help?

In essence, restoring a company to the register of companies in the UK is a detailed and precise process that offers a vital opportunity for companies to regain their legal standing after being dissolved or struck off. However, this process requires careful attention to detail and a thorough understanding of the requirements set by the CA 2006. At Edwin Coe LLP, our Corporate team regularly assists clients with administrative restoration and is best placed to advise on any intricacies of such restoration.

If you are looking for assistance in getting your company restored or require further advice on this topic, please contact Greg Horsford or another member of our Corporate team.

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