Restoring a company to the register

Sometimes, after a group company has been removed (whether by liquidation or strike off), it is necessary to restore it to the register. This may be because there is some kind of windfall profit, or simply because a pre-existing asset has been overlooked.

This article looks at how the procedure works for companies incorporated in England and Wales.

Time limits

The first thing to do in this situation is to check the time limits involved, in case urgent action is required.

The time limit for applications to restore a company is 6 years from the date of the dissolution. (No time limit applies where the application is for the purpose of bring a personal injury claim against the company, but that is not the kind of scenario we are talking about here.)

Administrative procedure and court procedure

There are two types of procedure to restore a company to the register: the administrative procedure and the court procedure.

The administrative procedure is simpler and cheaper, but is only available where:

• the company was been struck off the register under sections 1000 or 1001 of the Companies Act 2006 - this is effectively where Companies House struck off the company because the returns have not been filed; and
• the company was “carrying on business or in operation” at the time of striking off.

This means that the administrative procedure is not available if the company was struck off following an application by its own directors, or where it was dissolved following the completion of a liquidation process. In those situations, an application to court will be needed in order to restore the company.

More information on the administrative procedure can be found here.

Court procedure – what’s involved

In order to restore a company to the register using the court procedure, the following steps are required:

1. Preparation of documents – the main documents consist of a claim form for filing at court, supported by a witness statement. The witness statement is often made by a director of the parent company and includes an explanation of why the company was struck off the register, and why an application is being made to restore it.

2. Application - the claim form and supporting documents are filed at Court (together with the relevant fee), and copies are served on Companies House and the Treasury Solicitor. If the company’s statutory office was in Cornwall or Lancashire, Merseyside or parts of Greater Manchester, Cheshire and Cumbria, another copy of the claim form and supporting documents must be served on the solicitors to the Duchy of Lancaster or Duke of Cornwall.

3. Consent - the Treasury Solicitor (or the solicitor for the Duchy of Lancaster/Duke of Cornwall if applicable) will write to confirm whether any objection will be raised to the restoration of the company – usually, there is none. When received, the relevant letter must be filed at court together with a witness statement of service.

4. Court order – in most cases, the court can deal with the application without a formal hearing. Once the order is made, an office copy of the order (with an original Court seal), must be delivered to Companies House. The company is regarded as being restored when the order is delivered, and the company is then regarded as having continued in existence as if it had not been struck off and dissolved.

5. Recovery of assets from the Crown – if the company held any funds or assets on dissolution, then they will belong to the Crown as ‘bona vacantia’ (abandoned property). In that case, an application will need to be made to the Bona Vacantia Division (BVD) of the Treasury Solicitor’s Department. The BVD will pay to the restored company:

• all cash which belonged to the dissolved company which BVD collected, and
• the net proceeds of sale of any other property and rights which belonged to the dissolved company and which BVD sold while the company was dissolved.

For this, an application for this must be made to the BVD, including a copy of the court order. In some cases, proof of identity may be required (e.g. if the amount to be repaid is more than £10,000).