Under certain conditions, where a company was dissolved because it appeared to be no longer carrying on business or in operation, a former director or member may apply to the registrar to have the company restored. This is called ‘administrative restoration’. If the registrar restores the company it is deemed to have continued in existence as if it had not been dissolved and struck off the register. Section 1025 of the Companies Act 2006 gives details of the requirements relating to administrative restoration.
You cannot apply for administrative restoration if the directors voluntarily applied to strike the company off the register.
Administrative Restoration is available where the company was struck off under either section 652 of the Companies Act 1985, the Companies (Northern Ireland) Order 1986 (SI 1986/1032 (NI 6) or section 1000 and section 1001 of the Companies Act 2006.
13.1 Persons who can apply for administrative restoration
Only a former director or former member of the company, who was a director or member at the time the company was dissolved can apply.
13.2 Companies who can apply for administrative restoration
To be eligible for administrative restoration, the company must have been:
struck off the register under
section 1000 and section 1001 of the Companies Act 2006
the Companies (Northern Ireland) Order 1986 (SI 1986/1032 (NI 6)
section 652 of the Companies Act 1985
dissolved for no more than six years at the date the registrar receives your application for restoration
If a company meets the above criteria, an application for restoration may be made if it meets the following conditions:
it must have been carrying on business or in operation at the time it was struck off
it has delivered all documents necessary to bring the company up to date and paid any outstanding late filing penalties
if any property or rights belonging to the company became ‘bona vacantia’, the applicant needs a statement in writing (called a ‘bona vacantia waiver letter’) from the relevant Crown Representative giving consent to the company’s restoration
The ‘bona vacantia waiver letter’ must be obtained from the relevant Crown representative. A fee will be applicable.
The assets of a dissolved company pass to the Crown and are regarded as ‘bona vacantia’ (‘meaning ‘vacant goods’).
13.3 How to apply for administrative restoration
You must send an application for administrative restoration form RT01 to the registrar which includes a statement of compliance confirming that the applicant is legally entitled to make the application and that the conditions for administrative restoration are met.
The registrar’s fee for processing the application is £100. Please make cheques payable to ‘Companies House’ and write the company number on the reverse.
13.4 Costs or penalties associated with an application for administrative restoration
The applicant must meet the Crown representative’s costs or expenses (if demanded). The company must 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 struck off
You must also pay the appropriate filing fee on submission of any outstanding documents.
The level of any late filing penalty depends on how late the accounts are when we receive them. In the case of accounts delivered on restoration, the registrar will normally disregard the period during which the company was dissolved. 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. You must pay the relevant penalty before the restoration of the company.
The company is not liable for late filing penalties for accounts received on restoration but which became due while the company was dissolved. Find out more about penalties in the Late Filing Penalties guide.
13.5 Next steps following the application for administrative restoration
The registrar will give notice to the person who has applied for restoration of his decision. If the registrar decides that he will restore the company to the register the restoration will take effect from the date he sends the notice. The notice will include the company’s registered number and the name of the company. If the company is restored to the register under a different name or with the company number as its name, that name and its former name will appear on the notice.
If the registrar decides not to restore the company to the register, the applicant may apply to the Court for restoration within 28 days even if the period for restoration has expired.
13.6 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.
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.
13.7 Once a company has been restored to the register
When it has been restored, 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.
An application can be made to the Court for directions or provision required to put the company and all other persons in the same position as they were before the company was dissolved and struck off. Any such application to the Court must be made within 3 years of the company being restored.
13.8 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.