If you have signed up to receive regular updates from Companies House, then you would have read our blog post about voluntarily dissolving a company you no longer need. If not, you can sign up for email updates and subscribe to our blog.
This is a follow up to show you the process of restoring a company that has been voluntarily dissolved and removed from the register. There are several reasons why somebody would want to reinstate a company to the Companies House register after voluntary dissolution.
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
- Prepare claim form.
- Prepare witness statement.
- Send claim form and witness statement to court.
- Court returns the issued claim form.
- Send a copy of the issued claim form and signed witness statement to the Registrar of Companies and the Treasury Solicitor.
- Treasury Solicitor replies, setting out the requirements of the Registrar of Companies.
- Submit required documents to the Registrar of Companies and confirm this in writing to the Treasury Solicitor.
- Confirm in writing to the Treasury Solicitor that the required undertakings will be given to the court.
- Send payment of the costs of the Registrar of Companies to the Treasury Solicitor.
- Prepare witness statement exhibiting the waiver letter.
- Send witness statement to the court.
- Treasury Solicitor sends a draft order and form of undertaking (if appropriate).
- Sign draft order and form of undertaking (if appropriate) and send to the court.
- Court sends sealed copies of order to you.
- 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.
5 comments
Comment by Evonne Brown posted on
Where a Company has been restored to the Register after having been struck off, how can I research that Company's previous annual returns to Companies House? (The Company I am researching only lists its post-restoration activities on the Register).
Comment by Ellis Davies - Digital Content Designer posted on
Hi Evonne, thanks for your comment.
This may depend on the date the company was originally dissolved. Previously, records of dissolved companies were removed from our Find and update company information service after 6 years (from the date of dissolution). These dissolved records are currently available for 20 years on other Companies House products for a fee. You can find out more on our Searching the Companies House register guidance page.
I hope this is helpful.
Comment by Evonne posted on
Thank you Ellis Davies for taking the time to reply.
The Company I am querying "disappeared" from the Companies House register in 2017-18 and then showed up again with the identical name, service address, directors and wholly owned subsidiary company as a newly incorporated company in July 2018. Despite there being a period of time between the dissolution of the old company and the incorporation of the new company, the property mortgages held by the old company appear to have continued throughout the term of both the old company and the new company, and are still recorded today at Land Registry - without any alteration to the title documents since 2012. (The property mortgages have completely disappeared from the Companies House records of the new company).
The wholly owned subsidiary company also continues to show the same holding company ownership without any break in that ownership over the last decade according to the Companies House records.
I do not understand how the mortgage records and related property ownership titles registered since 2012 at Land Registry, and the subsidiary company ownership recorded at Companies House can have continued unaltered throughout the period between dissolution of the old company and the incorporation of the new one.
I am involved commercially (pre and post 2018) with the holding and subsidiary company and so would like to determine if this scenario is legitimate ?
(I appreciate that neither Land Registry nor Companies House are regulatory bodies).
Any information or insights much appreciated.
Comment by Jodie John - Digital Content Designer posted on
Hi Evonne, thanks for your comment and explanation. Can you please email enquiries@companieshouse.gov.uk for further advice. We cannot comment on individual cases on our blog.
Comment by Evonne posted on
Thank you Jodie John.
I emailed my enquiry to Companies House - as you have suggested - but then resorted to the blog as there was already a relevant posting relating to the situation I have encountered.
I will do so again (and will include the relevant company details) and mark it for your attention.
Kind regards
Evonne