Регистратор компаний Великобритании

Практические руководства и инструкции, изданные Регистрационной палатой компаний Великобритании (the UK Companies House). Описывают процесс оформления устава, подачи документов и форм, оплаты пошлин, назначения должностных лиц (директоров и секретарей) и другие практические вопросы. Полный текст оригинала на английском языке.

Понедельник, 01 июля 2019 апдейт:

12. Restoration by court order

The registrar can restore a company if he receives a court order. Anyone who intends to make an application to the court to restore a company is advised to obtain independent legal advice.

If the company was struck off by voluntary dissolution (Section 1003) the company can only be restored by court order.

Any company which is restored to the register is deemed to have continued in existence as if it had not been struck off and dissolved.

Generally, any of the following can make an application for restoration:

any former director, member, creditor or liquidator

any person who had a contractual relationship with the company or who had a potential legal claim against the company

any person who had an interest in land or property in which the company also had an interest, right or obligation

any manager or trustee of the company’s former employees’ pension fund

any other person who appears to the Court to have an interest in the matter

any person listed in Section 1006(1) or 1007(2) and where the company was struck off the register under section 1003.

12.1 When you can apply

For companies dissolved under section 1000 or section 1003 of the 2006 Act and section 652 or section 652a of the 1985 Act

As a general rule restoration by court order can be applied for up to six years from the date of dissolution, if the dissolution date is on or after 1 October 2009.

There are no time limits for personal injury claims.

For companies dissolved under section 201 and section 205 and paragraph 84 of schedule B1 of the Insolvency Act and section 652 of 1985 Act or section 1001 of the 2006 Act.

Companies dissolved on or before 30 September 2007 following any form of liquidation are out of time to restore the company.

Companies dissolved on or after 1 October 2007 following any form of liquidation have six years from the date of dissolution.

There are no time limits for personal injury claims.

12.2 Where to apply

Restoration in England and Wales

If you are restoring a company that was registered in England or Wales, you must apply to the Court by completing a Part 8 claim form (N208) (this is the standard form that starts proceedings), which is available in the Court Service website. The registrar of the Companies Court in London usually hears restoration cases in chambers once a week on Friday afternoons.

Cases are also heard at the district registries. Jurisdiction of district registries can be found on the Court Service website. Alternatively, you can make an application to a County Court that has the authority to wind up the company. See the ‘Government Legal Department Guide to Company Restoration’ or telephone 020 7210 3000.

You must give the registrar at least 10 days notice of the hearing to allow him time to deal with the matter and instruct the Solicitor representing him.

Restoration in Scotland

If you are restoring a company that was registered in Scotland, you must apply to the Court of Session. Alternatively, for a company whose paid-up capital does not exceed £120,000, you can apply to the Sheriff Court in the sheriffdom in which the company has its registered office.

You can find information and locations of Sheriff Courts at the Scottish Courts and Tribunals website. You must serve the petition to restore on the registrar of companies in Scotland and any other bodies directed by the court. There is no witness statement required and the period required for responses is set by the Court and only commences when the petition is served on the registrar.

Restoration in Northern Ireland

If you are restoring a company that was registered in Northern Ireland, you should serve the originating summons on both of the following:

The Registrar of Companies
Companies House
Second Floor
The Linenhall
32 - 38 Linenhall Street
DX 481 N.R. Belfast 1

Royal Courts of Justice
Chichester Street

The registrar will also require a copy of the witness statement in support of the application.

12.3 How to serve documents

You should serve the claim form, witness statement/affidavit and supporting evidence (for example, the incorporation certificate) on the appropriate registrar of companies and the solicitor dealing with any ‘bona vacantia’ assets.

Situation of the company:
Who to service documents to

For companies registered in England and Wales:
The Treasury Solicitor, unless the company’s registered office is in Lancashire or Cornwall, when it should be served on the solicitor to the Duchy of Lancaster or Cornwall

For companies registered in Scotland:
The Lords Advocate

For companies registered in Northern Ireland:
The Crown Solicitor in Northern Ireland

The relevant details of the registrars are as follows:

Registrar of Companies (England and Wales)
Companies House
Crown Way
CF14 3UZ
DX 33050 Cardiff
Enquiries (UK)
0303 1234 500
Gwasanaeth Cymraeg
+44 303 1234 500
The Cardiff office is open 24 hours a day for the receipt of documents.
Contact Centre lines are open between 8.30am to 6pm (Monday to Friday).

Registrar of Companies (Scotland)
Companies House
4th Floor
Edinburgh Quay 2
139 Fountainbridge
DX ED235 Edinburgh 1
Enquiries (UK)
0303 1234 500
+44 303 1234 500
Opening hours between 9am to 5pm (Monday to Friday)
The Edinburgh office has a letterbox for out of hours deliveries.
* The Scottish Legal Post service is no longer available from 1 January 2018.

Registrar of Companies (Northern Ireland)
Companies House
2nd Floor
The Linenhall
32-38 Linenhall Street


DX481 N.R. Belfast 1


Enquiries (UK)

0303 1234 500

+44 303 1234 500
Opening hours between 9am to 5pm (Monday to Friday)
The Belfast office does not have a letterbox for out of hours deliveries.

Documents can be delivered by post and we suggest you use recorded delivery for safer delivery.

Companies House will also accept delivery by hand during normal office hours at:

Companies House in Cardiff (at any time)

Companies House in London (4 Abbey Orchard Street, Westminster)

Companies House in Belfast

Companies House in Edinburgh

12.4 What evidence to give

Other than in Scotland, the Court will require:

evidence that the originating document was served

written confirmation that the solicitor dealing with the bona vacantia assets has no objection to the restoration of the company (you should attach a copy of the solicitor’s letter to the affidavit or witness statement. This does not apply in Scotland)

information about when the company was incorporated and the nature of its objects (you should attach a copy of the certificate of incorporation and the memorandum of association and, if appropriate, the articles of association)

its membership and officers, director(s) and secretary of the company

its trading activity and, if applicable, when it stopped trading

an explanation of any failure to deliver accounts, annual returns or notices to the registrar

details of the striking-off and dissolution

any other information that explains the reason for the application

full particulars of the interest of the person signing the witness statement

the address of the registered office of the company

if the application is by a member: that the company is solvent and carrying on business, if that is the case

alternatively that the sole reason for seeking restoration is to recover funds in a company bank account, transfer a property registered in the name of the company etc

the share capital of the company, both authorised and issued, and, if a member makes the application, the number of shares held by that member

In England and Wales and in Northern Ireland the above information must be provided in an affidavit or witness statement. In Scotland this information can be provided in the petition to restore.

Further information about the requirements for England and Wales can be found in the ‘Government Legal Department Guide to Company Restoration’. If you require further information about restoration in Northern Ireland or Scotland please contact your solicitor.

12.5 When a company is restored to the register with a different company name

The registrar will normally restore a company with the name it had before it was struck off and dissolved. If at the date of restoration the company’s former name is the same as another name on the registrar’s index of company names, he cannot restore the company with its former name. You can check company names online to see if a company’s name is the same as another on the register.

If the name is no longer available, the court order may state another name by which the company is to be restored. On restoration, we will issue a change of name certificate as if the company had changed its name.

Alternatively, the company may be restored to the register as if its registered company number is also its name. The company then has 14 days from the date of restoration to pass a resolution to change the name of the company. You must deliver a copy of the resolution and a notice of change of name by resolution of directors form NM05 to Companies House with the appropriate fee. Companies House will then issue a change of name certificate.

It is an offence if the company does not change its name within 14 days of being restored with the number as its name.

The change of name does not take effect until we have issued the certificate.

12.6 Costs or penalties that may apply when restoring a company

Where property has become bona vacantia, the Court may direct that the claimant meets costs of the Crown representative in dealing with the property during the period of dissolution or in connection with the proceedings. The Court may also direct that the claimant meets the registrar’s costs in connection with the proceedings for the restoration.

The company, once restored, must normally pay any statutory penalties for late filing of accounts delivered to the registrar outside the period allowed for filing. The penalties that may be due are:

unpaid penalties outstanding on accounts delivered late before the company was dissolved

penalties due for accounts delivered on restoration, if the accounts were overdue at the date the company was dissolved

The appropriate filing fee must also be paid on submission of outstanding documents (eg annual return fee).

The level of any late filing penalty depends on how late the accounts are when we receive them. For example, a set of accounts that you should have delivered 2 months before a private company was dissolved are normally regarded as 2 months late if you deliver them on restoration and you must pay the relevant penalty. You will not be required to pay late filing penalties of accounts which became due during the period the company was dissolved. Find out more about penalties in the late filing penalties guide.

12.7 When the court makes an order for restoration

The applicant must deliver a copy of the court order with the court seal to the registrar to restore the company. A company is restored when you deliver the order to the registrar. When restoring a company that was registered in Scotland, the registrar in Scotland will require a copy of the order certified by the court.

12.8 Once a company has been restored by the court

When a company has been restored to the register, the general effect is that a company is deemed to have continued in existence as if it had not been dissolved or struck off the register.

The Court may give directions or make provision to put the company and all other persons in the same position as they were before the company was dissolved and struck off. A notice will also be placed in the relevant Gazette.

12.9 Where a company had bearer shares in issue when it was dissolved

The act of restoring the company cancels bearer shares. If this means that the restored company’s share capital will be nil on restoration and the company is being restored by a former member or officer, that person will have to file an allotment of shares (using form SH01) within one month of the company being restored. Failure to do so is an offence.

The requirement to file the SH01 does not apply if the restoration is being undertaken by a third party.

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