FAQs for Company Restoration

Why was my company struck off in the first instant?

If the accounts or annual returns have not been received by Companies House, the Registrar may take the view that the company is neither in business nor in operation and will strike the company off the register. The Registrar may also strike a company off the register if the mail sent to the company’s registered office is returned undelivered. Before striking a company off the register, the Registrar will send three notices to the company’s registered office.

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When you incorporate a new company you will be setting up a new entity with a different company number to the one that was dissolved, though the company name of both companies may be the same. You will not be able to transfer assets of the old company into the new company because they are two different entities or ‘persons’ in law. Nor will you be able to trade with the new company and pretend it is the old company as this is a criminal offence. Company restoration on the other hand brings back the ‘dead’ company as if it had never been dissolved.

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Who can Apply? And is there a time limit?

For companies struck off at the instigation of the Registrar: the company, or a member or creditor of it, can apply to the Court for restoration within 20 years of the dissolution.

For companies struck off following a form 652a application: any of the parties who must be notified of the application can apply within 20 years of the dissolution, i.e. members, creditors, employees, managers or trustees of any employee pension fund; and any directors who have not signed the form.

Where a company is dissolved through a liquidation: the liquidator or any other interested party such as a creditor can apply to the Court for the dissolution to be declared void. In most cases an application must be made within 2 years of dissolution, but it can be made at any time if its purpose is to bring proceedings against a company for any damages.

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Where is the application made?

An application can be made to the High Court, District Registry, or a County Court that has authority to wind up the company.

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Can I strike off a company after it is restored?

Yes. If the purpose of company restoration is simply to release the assets you can strike off the company after releasing the assets by filing a form 652a. In this scenario you do not have to bring the company’s annual returns and accounts up-to-date and no late filing penalties will be payable.

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Will I have to pay late filing penalties?

If you want to carry on trading after the company is restored you will have to file the accounts and annual returns to bring the company’s records up-to-date at Companies House. Late filing penalties will apply depending on the length of delay as shown in the table below. For accounts delivered on company restoration, the period during which the company was dissolved is normally disregarded.

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