Company Restoration and Administrative Restoration

From £199 plus VAT plus disbursements

The Registrars Powers

The Registrar can strike a company off the register if it is neither carrying on business nor in operation. The registrar may take this view if, for example:

• He has not received documents from a company that should have sent them to him; or
• Mail that the registrar has sent to a company's registered office is returned undelivered; or
• The company has no directors.

For further information see the BTC Guidance for Company Strike Off and Restoration.

What happens to struck off or dissolved companies?

If a limited company has been removed from the Register at Companies House (struck off or dissolved under section 1000 of Companies Act 2006, it forfeits its assets and they pass bona vacantia to either The Crown, The Duchy of Lancaster or Duchy of Cornwall, depending on the situation of the registered office of the struck off or dissolved company.

If you trade with a struck off or dissolved company prior to that struck off or dissolved company being restored to the Register at Companies House there can be serious legal repercussions, including personal liability for company debts and a host of contractual and other legal issues.

The only way a struck off or dissolved company can release any assets (held as bona vacantia) is by way of an application to the Treasury solicitor and the Registrar of Companies within sections 1024 - 1029 Companies Act 2006, for a company restoration, either through court or by means of administrative restoration.

What is Administrative Restoration?

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. This is done under Section 1025 of the Companies Act 2006

Who can apply to have a company restored to the register?

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.

To be eligible for administrative restoration, the company must have been:

• Struck off the register under sections 1000 to 1002 of the Companies Act 2006, that is by the Registrar when fulfilling the criteria set out previously;
• 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.
• If any property or rights belonging to the company became bona vacantia, the applicant must provide the registrar with a statement in writing from the relevant Crown Representative giving consent to the company’s restoration.
• It has delivered all documents necessary to bring the company up to date and paid any outstanding late filing penalties.

The administrative restoration Process and Costs: £199 and disbursements

BTC staff will prepare and send, on behalf of the applicant, an ‘Application for administrative restoration’ to the registrar together with a statement of compliance confirming that the applicant is legally entitled to make the application and that the conditions for restoration are met.

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; and
• Penalties due for accounts delivered on restoration, if the accounts were overdue at the date the company was dissolved.

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 Companies House receives 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 should have been delivered 2 months before a private company was dissolved are normally regarded as 2 months late if they are delivered upon restoration. The applicant 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.

The vast majority of company restoration cases are straightforward. In the unlikely event that the company restoration encounters difficulties (if say a 3rd party were to oppose it) it is not possible to predict the delay but you will be informed of any adverse developments.

The cost of restoring a struck off or dissolved company to the register is usually fixed but in the unlikely event of a complication or objection arising, it may be higher.

Above prices exclude any late filing penalties. The vast majority of cases are straightforward but if any extra costs are incurred in excess of £40 we will seek your permission to proceed first. All prices are subject to VAT, except where stated.

Simply click the link below to place your order, we request payment of our fees and the disbursement of the Comapnies House and Crown Treasury Fees before commencement.

Order your company adminitsrative restoration

Once your order has been received we will contact you to clarify the details and for the details of any furter relevant information and any additional costs involved.

What if the company is not eligible for administrative restoration?

For those companies that are not eligible for the administrative route, they will need the formal restoration procedures using the court systems. This can apply when a company was voluntarily stuck off or subject to formal insolvency procedures or winding up. Please email or ring us to discuss your requirements. We will be pleased to quote you upon request and if necessary talk to one of our solicitors who would take on the case.