A company may be dissolved and removed from the register while assets, liabilities or unfinished business remain. Restoration can be necessary to recover money or property, continue proceedings, deal with a claim or return the company to active status.
At Preston Redman, our Commercial Dispute Solicitors advise former directors, shareholders, creditors, claimants and other interested parties on restoring companies to the register. We identify the correct route, prepare the application and coordinate the procedural steps with Companies House, the Registrar of Companies and relevant government departments.
Company restoration is technical and the appropriate procedure depends on why the company was dissolved, who is applying and what must happen after restoration.
Common Reasons for Restoring a Company
A restoration application may be required to:
- Recover money held in a dissolved company’s bank account
- Recover land, intellectual property or other assets
- Pursue or defend legal proceedings
- Deal with an insurance claim
- Resolve an outstanding debt or contractual dispute
- Correct an administrative dissolution
- Complete transactions or distribute assets
- Return a company to trading status
- Regularise the position of directors and shareholders
Frequently Asked Questions
What happens when a company is dissolved?
On dissolution, the company ceases to exist as a legal person. Property and rights owned by the company may pass to the Crown as bona vacantia, subject to the statutory regime. Directors lose authority to act for the company and proceedings by or against it cannot normally continue until restoration.
The status of assets and steps taken during dissolution should be reviewed carefully.
What is administrative restoration?
Administrative restoration is an application to the Registrar of Companies rather than the court. It is available only where statutory conditions are met, commonly where the company was struck off by the Registrar, was carrying on business or in operation when struck off, and the application is made by a former director or member within the applicable period.
Outstanding filings, accounts, fees and penalties usually need to be addressed. If the conditions are not met, court restoration may be required.
When is a court restoration application required?
Court restoration may be needed where administrative restoration is unavailable, including where the company was voluntarily struck off or the applicant is a creditor, claimant or another qualifying interested person.
The application is generally made under the Companies Act 2006 and requires evidence explaining the dissolution, the applicant’s interest and the reason restoration is sought. Procedural requirements and service on relevant bodies must be followed.
Who can apply to restore a company?
Depending on the route and circumstances, applicants may include former directors or members, creditors, people with contractual or potential legal claims, administrators of estates and others with a sufficient interest. Eligibility should be checked before costs are incurred.
What is the effect of restoration?
Once restored, the company is generally treated as having continued in existence as if it had not been dissolved. The court may make directions needed to place the company and others as nearly as possible in the position they would have occupied had dissolution not occurred.
Further orders may be needed in relation to proceedings, limitation, assets or transactions occurring during dissolution.
Can a claim be pursued against a dissolved company?
A dissolved company cannot ordinarily participate in proceedings. Restoration may be necessary before a claim can continue or judgment can be enforced. Where insurance is involved, the position should be considered alongside any rights against the insurer.
Claimants should act promptly because restoration and the underlying claim may involve separate time limits.
What documents are usually needed?
- Companies House records
- Evidence of the applicant’s status or claim
- The dissolution notice and company history
- Outstanding accounts and confirmation statements
- Details of assets or proceedings
- Witness evidence explaining the purpose of restoration
- Relevant correspondence with government departments
The exact evidence depends on the restoration route and reason for the application.
How long do I have to apply?
The Companies Act 2006 contains time limits for restoration applications, with different treatment for particular claims and circumstances. The underlying cause of action may also be approaching limitation. Specific advice should be taken as soon as dissolution is discovered.
Can the process be dealt with by consent?
Many court restoration applications are procedural and may proceed without a contested hearing if the requirements of the court and relevant government body are satisfied. However, objections, asset issues or disputes about entitlement can make the matter more complex.
What happens to assets held by the Crown?
Restoration may revest property in the company, but complications can arise if an asset has been disclaimed, disposed of or otherwise dealt with. Early investigation is essential, particularly where land or valuable property is involved.
Why choose Preston Redman?
Preston Redman combines company law, commercial litigation and property expertise. We can manage the restoration itself and advise on the underlying asset, debt or dispute that made restoration necessary.
We provide a clear explanation of the route, likely requirements, costs and next steps, helping clients avoid unnecessary delay and procedural errors. Contact us today.
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