Restoring a dissolved company

A company struck off the register can usually be restored, and the restoration works backwards: in law the company is treated as though it had never been dissolved. The limit is six years.

People arrive here at one of two moments. Either a notice has appeared in the Gazette and the company is still on the register, or it has already gone and the bank has frozen the account. The first is far easier to deal with than the second, so start with the section below.

Which route is open depends on three things: why the company was struck off, how long ago that was, and what your position in the company was. We look all three up at no charge before anything costs you money.

• Initial check at no charge
• We deal with the registrar for you
• Overdue filings prepared and filed
• England, Scotland, Northern Ireland and Ireland

If your company is still on the register and it is only the paperwork that has slipped, the answer is taking over the service instead. That is quicker and cheaper than letting a strike off happen and undoing it afterwards.

If the company has not been dissolved yet

A strike off does not happen overnight. The registrar writes first, then publishes a first notice in the Gazette, and only after that does a second notice dissolve the company. Between the two notices there is a window, and in that window one letter is enough.

An objection stops the process. Anyone may object, and a director or member has the strongest grounds. What the registrar wants to see is that the company is still carrying on business, or that there is a reason it should stay on the register, such as an outstanding debt or a live court case. In practice, filing the overdue accounts or confirmation statement usually settles it on its own.

The difference in cost is the point. An objection with the outstanding filings behind it is ordinary compliance work. A restoration after dissolution means an application, a registrar's fee, late filing penalties and, on the court route, a solicitor.

Check the company on the public register before you do anything else. If it still reads active or active - proposal to strike off, you are in the window. If it reads dissolved, the section below applies. Either way, send us the number and we will look it up the same day.

What happens to a dissolved company

• The company ceases to existIt loses its legal personality. It cannot enter into contracts, it cannot sue and it cannot be sued. Anyone who carries on trading in its name is acting for a company that is not there, with the consequences that has for them personally.
• The assets pass to the CrownEverything the company owned at the moment of dissolution becomes bona vacantia: bank balances, book debts, vehicles, property, intellectual property. It is dealt with by the Government Legal Department, or by the Duchy of Lancaster or the Duchy of Cornwall depending on where the registered office was.
• The bank account is frozenThe bank blocks it as soon as it learns of the dissolution. The money is not lost, but it is out of reach until the company is back on the register. This is how most people find out that anything has happened at all.
• Contracts and proceedings are left hangingLeases, supply agreements and employment contracts of a company that no longer exists are a problem for everyone involved. Litigation stops where it stands, because one of the parties is not there to continue it.
• Directors keep their obligationsDissolution does not discharge anyone from what was left undone beforehand. Breaches from that period remain, and a pattern of them can lead to disqualification proceedings.

The good news is in the next section but one. Restoration works backwards, and the account, the assets and the contracts come back with it.

The two routes back onto the register

There are two procedures. Which one is open is not a matter of preference: it depends on why the company was struck off and what your position in it was.

Our work is the administrative route. It is faster, it costs a fraction of the other one, and it covers the great majority of cases, because missed filings are by far the most common reason for a strike off. If that route is closed we tell you so after the initial check and put you in touch with a solicitor for the court application.

The limit is six years from dissolution, for both routes, under s. 1030 Companies Act 2006. After that a restoration is possible only in narrow circumstances, personal injury claims among them. So do not sit on it: the closer the deadline, the less room there is if something in the application needs putting right.

What restoration does, and what it does not

• It works backwardsOnce restored, the company is treated as having continued in existence throughout. Contracts made in the meantime are validated, proceedings can be picked up again, and the legal personality resumes without a gap.
• The assets come backWhat passed to the Crown as bona vacantia returns to the company as soon as it is back on the register. The bank releases the account once it has the new certificate, which in practice takes a few days. Where an asset has been disposed of in the meantime, the proceeds take its place.
• The outstanding filings still have to be madeOn the administrative route they are a precondition: without the missing accounts and confirmation statements the registrar will not accept the application. We prepare and file them, and for that we need the figures for the years in question.
• Penalties and fees are payableThe registrar charges late filing penalties, and there is a fee for the restoration application itself. Both appear in the estimate you receive after the initial check, so there is nothing to discover later.
• What it does not cureClaims that arose against the directors personally survive it. So does insolvency: a company is not solvent again because it is back on the register. If the strike off was part of an insolvency process the situation is a different one and belongs with a solicitor.

Irish companies work to shorter deadlines

The pattern is the same. The time limits are not, and they are considerably tighter.

In Ireland the register is kept by the Companies Registration Office. Within twelve months of being struck off, a company can be restored administratively, provided the outstanding annual returns are filed and the late filing fees paid. After that the application goes to the High Court, where the limit is twenty years.

The assets of a dissolved Irish company do not pass to the Crown but to the Minister for Public Expenditure. The practical effect is the same: they are tied up until the company is back on the register.

Twelve months against six years is a real difference. With an Irish company the register is worth checking straight away rather than at the end of the quarter.

How we work

• 1. Initial check, at no chargeWe look the company up: when it was struck off, on what ground, which documents are missing and which route is open. The details in the form below are enough for that. You normally have our assessment within one working day, together with a price.
• 2. Instructions and papersNothing further happens until you have accepted the estimate. We then tell you which figures and evidence we need for the outstanding filings, and who has to sign the application.
• 3. The outstanding filingsWe prepare the missing accounts and confirmation statements and file them. Without them the registrar will not accept an application for restoration.
• 4. The application and the correspondenceWe make the application and deal with the registrar, and where assets are involved with the body holding them. When the restoration goes through you get the new certificate for your bank.
• 5. So that it does not happen twiceIf you want it, we look after the company from then on: registered office, deadlines, confirmation statement and accounts. Service takeover. Most strike offs come down to post going to an address nobody reads any more.

Common questions