Restoring your company after voluntary strike off

We are not talking about a company that has been dissolved through non-compliance, having been struck off for not filing statutory documents such as your annual accounts. For these companies, an administrative restoration may be possible instead.

A company that has been struck off by voluntary dissolution can only be restored by court order.

Why apply for restoration?

There are several reasons why a company may be reinstated to the register. These include:

• an application by former directors who may think there’s a trading potential
• an application by anyone who was a creditor of the company at time of dissolution
• anyone with a potential legal claim against the company or to release an asset

See a full list of who can apply for the restoration.

The application for restoration must be made within 6 years of the date of dissolution of the company, except in the case of a personal injury claim.

Where to apply

Depending on where the company was registered, the application needs to be made to the relevant authority.

For a company that was registered in England or Wales, an application should be made to the registrar of the Companies Court in London. If you’re restoring a company that was registered in Scotland you must apply to the Court of Session and in Northern Ireland, the Royal Courts of Justice.

Other options for where to apply may be available depending on the circumstances.

Evidence

With your application you’ll need to supply evidence in the form of a witness statement. This should include:

• the reason for making the application
• a full explanation why the company was struck from the register
• the future of the company if restored

If the purpose of the restoration is for the company to continue trading, you’ll need to send any outstanding documents (accounts and confirmation statements) during the process, and pay any late filing penalties as soon as the company is restored.

If you want to restore the company to recover assets (such as money or property), you do not need to file outstanding documents or pay late filing penalties. Instead, an undertaking will need to be given by the Claimant to the Courts that the company is not going to trade again, and will be dissolved as soon as the assets have been recovered.

The process

1. Prepare claim form.

2. Prepare witness statement.

3. Send claim form and witness statement to court.

4. Court returns the issued claim form.

5. Send a copy of the issued claim form and signed witness statement to the Registrar of Companies and the Treasury Solicitor.

6. Treasury Solicitor replies, setting out the requirements of the Registrar of Companies.

7. Submit required documents to the Registrar of Companies and confirm this in writing to the Treasury Solicitor.

8. Confirm in writing to the Treasury Solicitor that the required undertakings will be given to the court.

9. Send payment of the costs of the Registrar of Companies to the Treasury Solicitor.

10. Prepare witness statement exhibiting the waiver letter.

11. Send witness statement to the court.

12. Treasury Solicitor sends a draft order and form of undertaking (if appropriate).

13. Sign draft order and form of undertaking (if appropriate) and send to the court.

14. Court sends sealed copies of order to you.

15. Send a sealed copy of the order to the Registrar of Companies.

If successful, 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.

The process can be complicated and lengthy. As always, we recommend you seek advice from a legal specialist if you need help.

Gary Townley, senior communications manager, Companies House