In the UK, it is possible under certain circumstances to restore a dissolved company to the register.
Under section 1028(1) of the Act, a company that is restored to the register by the administrative procedure is deemed to have continued in existence as though it had not been dissolved or struck off.
There are a number of reasons a company may need to be restored:
- The Company has been struck off for the non-filing of their annual returns and accounts, however its business continues to trade.
- A party has an unresolved claim against the company and wishes to take action to retrieve compensation.
- The company had title to an asset with a value attached when it was dissolved.
Under part 31 of the Companies Act 2006 (‘the Act’), there are two ways to restore dissolved companies to the register; using UK Company administrative restorations and restoration to the register by court order.
This blog will focus on administrative restorations.
Sections 1024 to 1028A of the Act establishes the procedure and effect of administrative restoration of a company to the register. This is mainly intended for those companies which have failed to keep up to date with their filings with Companies House (such as the annual return or accounts) and as a result have been struck off the register by the Registrar. An application for administrative restoration can only be made by either a director or member of the company.
Companies House advise that the former director or former member must have been a director or member at the time the company was dissolved, however this is not specified in section 1024 or the explanatory memorandum to the Act.
A company can only be the subject of an administrative restoration if all of the following conditions are met:
- It was struck off by the Registrar under sections 1000 or 1001 of the Act.
- The application is made no more than six years from the date of the dissolution under Section 1024 of the Act.
- The company was carrying on business when struck off.
- The Crown's representative consents to the company's restoration to the register. This consent is referred to as a bona vacantia waiver letter.
- The Registrar receives all of the documents that are required to bring the company's records with the Registrar up to date, such as all annual returns or accounts.
- Penalties for failure to deliver all accounts that were outstanding at the date of the company's dissolution or striking off are discharged.
How To Apply
To apply for administrative restoration, the Registrar must receive the following:
- Form RT01
- A statement of compliance confirming that the applicant has standing to apply and that the conditions for administrative restoration have been met
- A fee of £100 for the filing of the Form RT01
- All outstanding annual returns, financial statements and a bona vacantia waiver letter.
- All outstanding unpaid penalties outstanding on accounts delivered late before the company was dissolved would also need to be discharged in addition to penalties due for accounts delivered on restoration and the appropriate filing fees for any outstanding documents.
Decision Time For The Registrar
The Registrar must notify the applicant of his decision on an application for administrative restoration. If accepted, this will be effective from the date the Registrar sends notice of his decision.
If the Registrar decides not to restore the company to the register, the applicant may apply to the court for a restoration order within 28 days of the Registrar's decision, even if the period for applying to the court for restoration has expired.
Disclaimer: Please note that this commentary does not purport to be a comprehensive review of the formalities surrounding UK Company Restorations. Detailed appropriate advice should always be obtained in relation to the formalities to be attended to in this area.