FAQs for Company Restoration
General questions
Administrative Company
Restoration
Company Restoration by Court
Order
General questions
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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How is restoring the company different from setting up another
company with exactly the same name?
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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Which type of company
restoration is best for me?
Please read the guidance notes given on company restoration page.
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Will the company be
restored under the same name as before?
No, not necessarily. If the original name of your company has been
taken up or if the name contravenes the recent legislations about the "same
as" names which follow stricter rules about name similarities, then the
Registrar will ask you to choose an alternative company name. In the event
that you do not supply an alternative name, the Registrar will temporarily
change the company name to the company number, for example, "6574819 Limited"
and ask you to change the company name to a name of your choice at a later
date.
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Administrative Company
Restoration
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Who can
Apply?
Only a director or former member of the Company may
apply.
For company restorations through the High Court:
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Is there a time limit?
You must make the application within 6 years of the date
of dissolution.
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Where is
the application made?
An application is made to Companies House, having first
obtained a "Waiver letter" from the Bona Vacantia department of the Treasury
Solicitor.
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Can I strike off a company after it is restored?
Administrative company restorations are usually accepted
on the basis that the company wishes to continue business or maintain itself
on the Register as a non trading / dormant company.
However, there is nothing in company law that will stop you from applying for
a voluntary strike off action.
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Will I have to submit accounts and annual
returns?
In order to qualify for administrative company restoration you have to
file the outstanding accounts and annual returns in order to bring the
Company's records up to date at Companies House.
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Will
I have to pay any penalties?
Each annual return filed, will be subject to the
Companies House filing fee of £30, but will not have any penalties attached
to them. Late filing penalties will apply on outstanding accounts 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.
Length of delay |
Private company |
Public company |
1 month or less |
£150 |
£750 |
1 month one day to 3 months |
£375 |
£1500 |
3 months one day to 6 months |
£750 |
£3000 |
More than 6 months |
£1500 |
£7500 |
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When do I pay the late filing penalties?
The late filing penalties and annual return filing fees
have to be made at the time of application, made payable to Companies House.
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What is the cost?
Visit our main company restoration information
page for details of the cost.
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Can I trade with the company after it is
restored?
Absolutely. There are no conditions attached.
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Company Restoration by Court
Order
Who
can apply?
An application pursuant to Section 1029 of the
Companies Act 2006 may be made by;
- The Secretary of State,
- any former director or member of the company,
- any person having an interest in land or asset in
which the company had a superior or derivative interest,
- any person who but for the company's dissolution would
have been in a contractual relationship with it,
- any person with a potential legal claim against the
company,
- any manager or trustee of an employee pension fund
- any former member, or their personal
representative(s), of the company,
- any person who was a creditor of the company at the
time of its striking off or dissolution,
- any former liquidator of the company,
- where the company was voluntarily struck off the
register, any person entitled to the notice of application or
- any other person appearing to the court to have an
interest in the matter.
Is there a time limit?
Except in cases of personal injury you must make the
application within 6 years of the date of dissolution.
ii) For companies that were dissolved before 1 October 2007
cannot be restored under Companies Act 2006.
iii) Companies that were struck off under the Old sections
652 or 652A of Companies Act 1985, may be restored
under Companies Act 2006 within 20 years of their dissolution, provided that
this is before 1 October 2015.
If you are in doubt as to whether you are
eligible to apply for a company restoration, please call us on 020 8 568 6785 for advice.
Where is the application made?
We make the application to the High Court in
London
which is authorised to cover all areas in
England
and
Wales
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Can I strike off a company after it is restored?
Yes. Usually, the reason for restoring the company is to
release assets or carry out some other legal claim. After you have released the
asset or achieved any other objective you mentioned in the Witness Statement
you can apply for a voluntary dissolution of the company by filing form DS01
with the registrar of companies.
Will I have to
submit accounts?
As a general rule accounts and annual returns will not need
to be submitted unless the Company is to continue trading and does not meet the
criteria for administrative restoration.
Will I have to pay
any penalties?
However if applicable each annual return filed, will be
subject to the Companies House filing fee of £30, but will not have any
penalties attached to them. Late filing penalties will apply on outstanding
accounts 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.
Length of delay |
Private company |
Public company |
1 month or less |
£150 |
£750 |
1 month one day to 3 months |
£375 |
£1500 |
3 months one day to 6 months |
£750 |
£3000 |
More than 6 months |
£1500 |
£7500 |
What is the cost?
Visit our main company restoration information page
for details of the cost.
Can I trade with the company after it is restored?
It depends upon the circumstances. The activity that the
company is allowed to carry out after restoration is strictly determined by the
Witness Statement drafted at the time of application to the Court.
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