Company Restoration: Restoring a Company to the Register.

It can take up to 16 weeks to restore a dissolved company in the UK.

The process starts with registering as an Active Company at Companies House, which will cost you £33. Thereafter, all the necessary documents must be submitted. You’ll also need to appoint one or more people who are “responsible persons” for the company before applying for restoration through HMRC Online Services.

Where a company or LLP has been dissolved we will be pleased to advise on the restoration process, eligibility and the making of the necessary applications. The type of restoration application that will need to be made will depend upon the circumstances in which the company or LLP was removed from the Register and on the identity of the party wishing to apply for the restoration.

The need to restore a company or LLP can arise in a variety of circumstances. Typically where:

• A company/LLP has been struck off for failing to comply with filing requirements but continues to trade or is required to remain registered in order to protect branding, business information and other intellectual property rights.
• A third party with an unresolved claim against the company or LLP wishes it to be restored in order to take action against it to obtain compensation or redress. This may include an action by a Liquidator.
• The company held title to or had obligations in respect of assets or property. The directors or members may wish to recover property or another interested party may wish to reinstate the company in order to enforce its obligations. Sometimes assets and property owned by one business are of value or importance to the operation of another connected party.

Where a company or LLP has been dissolved we will be pleased to advise on the restoration process, eligibility and the making of the necessary applications.

The type of restoration application that will need to be made will depend upon the circumstances in which the company or LLP was removed from the Register and on the identity of the party wishing to apply for the restoration.

Please note:

• If the company or LLP was struck off voluntarily then our dispute resolution team will be able to assist you with applying to the court to restore the company. Generally, we would suggest that you need to be recovering assets with a value greater than £5,000 for this process to be cost effective (please see ‘Restoration by Court Order’ below).
• If you require assistance with restoring a company which was struck off involuntarily (for example, for failing to file accounts), then our corporate and commercial department will be able to assist you with this process (please see ‘Administrative Restoration’ below).

The effect of successful restoration is that the company will be deemed to have continued in existence as if it had not been dissolved or struck off from the register. This will have the consequence, that any proceedings brought against the company whilst it was dissolved, will be retrospectively validated.

Where the circumstances dictate that an administrative restoration is unavailable, a court order will need to be obtained before the Registrar is able to proceed with restoration.

An application for restoration by court order will need to be made within six years of dissolution (except in the circumstance where restoration arises due to the making of a personal injury claim by a third party).

Restoration by court order will involve the payment of additional costs, above those of administrative restoration as there will be a requirement to pay the fees of the court hearing the application.

Former directors and members may apply for administrative restoration of a company or LLP which has been dissolved because of the Registrar reaching the conclusion that the company or LLP is no longer trading or in operation.

Such an application must be made within six years of dissolution. Various requirements will have to be met as part of the application process and consent to restoration will need to be formally obtained from the Treasury Solicitor. Companies House fees, including any late filing penalties and the fees of the Treasury Solicitor in dealing with the application and assets, will need to be paid.