Has it ever occurred that your company has been struck off the register, leaving you confused about what to do next?
A dissolved limited company may sound like the end, but in most of the cases, it can be restored and be functional.
Companies can be dissolved for various reasons, sometimes voluntarily, other times because of missed filings or compliance issues with Companies House. The best part is that, depending on the circumstances, there are clear processes in place to help you get your business reinstated.
This article will help guide you about the whole restoration process of a dissolved limited company. The main reasons to restore it, its types, and step-by-step process.
So, let’s get started!
What Is a Dissolved Limited Company?
A dissolved limited company is a company that “no longer exists” or has been closed down. This has also been removed from the Companies House register.
You can apply for an administrative restoration with Companies House, if the company was dissolved by them within the last six years and was still trading.
Why Restore a Dissolved Company?
You have to restore your limited dissolved company in order to:
- Continue trading – Resuming operations and conducting businesses.
- Recover assets – Gaining access to company’s bank accounts, property, or other assets.
- Pursue a claim – Making a legal claim for personal injury or a debt against the company.
- Settle liabilities – Paying debts that were not properly handled before dissolution.
- Pay debts – Settling outstanding debts owed to creditors or others.
- Fulfill obligations – Dealing with ongoing responsibilities, such as managing pension funds, that relate to the dissolved company.
Types Of Restoration of a Dissolved Company
There are two main types of restoration of a dissolved company, Administrative restoration and court-ordered restoration. They are explained in detail below:
Administrative Restoration
It is the simpler process, applicable if your company was struck off or dissolved by the Registrar within the last six years, and you were either a shareholder or a director. You will be required:
- Submit a completed Form RT01 (Application for Administrative Restoration) and a fee of £468 to Companies House according to the GOV.UK website.
- You will be required to provide all outstanding company documents, like accounts and confirmation statements, and any associated filing fees or penalties.
Restoration By Court Order
This process is necessary if the company was voluntarily struck off, or it doesn’t meet the criteria for administrative restoration. It is also used for more complex situations, like when the assets were transferred out of the company or any specific legal claims involved.
- You must make a court application by filing Form N208 and pay a court fee.
- You are required to submit documents, involving preparing a witness statement, providing supporting information to the court, and submitting the application to the Treasury Solicitor.
Steps To Restore Your Dissolved Company
You’ve got a dissolved company and now you want to bring it back. Maybe you found a surprise asset, realized there were some loose ends, or want to restart operations. Whatever the reason, you have two main options, as we’ve discussed above. The path you take depends on how the company was dissolved in the first place.
Option 1: Administrative restoration (The easier route)
Think of this as a quick fix but it only works if your company was forcibly removed from the register by Companies House. This usually happens because someone forgot to file the annual accounts or confirmation statements.
Here’s step-by-step process to do so:
- Check if you qualify. First, confirm that:
- The company was struck off by Companies House, not by your own choice.
- It was dissolved within the last six years.
- You were a director or shareholder at the time.
- Get your papers in order. Gather all the missing documents, like late accounts and confirmation statements, and be ready to pay any fines and penalties that build up.
- Find any forgotten treasures. If the company had any assets when it was dissolved—like money in the bank or property—that now belongs to the Crown (a legal term called “bona vacantia”). You’ll need to contact the government to get a waiver letter confirming they’re okay with the company being restored.
- Fill out the form. Complete the application for administrative restoration (Form RT01) and send it off to Companies House with the fee.
- Wait for the green light. Companies House will review your application. If everything looks good, they’ll send you a confirmation letter and the company will be back on the register, officially as if it had never been dissolved.
Option 2: Restoration by court order (For more complex cases)
This is the way to go if your company was voluntarily dissolved (using a DS01 form), doesn’t meet the rules for an administrative restoration, or if you’re a third party, like a creditor trying to recover a debt. This path is more involved and usually requires a solicitor.
Here’s the process in plain terms:
- Gather your evidence. You’ll need to make a formal application to the court. This includes preparing a witness statement—a detailed account of why the company needs restoring. Be ready to explain why the company was dissolved and what your intentions are for it.
- Get a waiver (if needed). Just like with administrative restoration, if the company had any assets, you’ll need to contact the government’s legal department (like the Treasury Solicitor) to get their consent for the restoration.
- File with the court. Submit your claim form (Form N208 in England and Wales) and the court fee.
- Serve the relevant parties. You’ll need to send copies of your application to Companies House and the Treasury Solicitor. This ensures they’re aware of the case.
- Attend the hearing (or not). If all parties consent, you might not even need a formal hearing. A judge will review the application and, if they agree, issue a court order for restoration.
- Update Companies House. After getting the court order, you must send a copy to Companies House. Once they receive it, they’ll update their records and your company will be restored.
Which Option Is Right For You?
Choose administrative restoration if:
- The company was struck off by Companies House for not filing documents, not voluntarily dissolved by directors.
- You are a former director or shareholder.
- It has been less than six years since the company was dissolved.
- The company was still trading or operating at the time it was struck off.
Choose court-ordered restoration if:
- The company was voluntarily dissolved.
- More than six years have passed since the dissolution.
- A creditor or another third party is applying.
- You need to restore the company for specific legal reasons that don’t fit the administrative route.
How Long Does It Take To Restore a Dissolved Company?
The time taken to restore a dissolved company is based on the type of restoration used, like:
- Administrative Restoration is quicker, with the Companies House making a decision and restoring the company within a matter of weeks.
- Court Order Restoration is more involved and can take approximately four to five months to complete, assuming all documentation is in order.
Common Challenges When Restoring a Dissolved Company?
Restoring a limited dissolved company can help arise some common challenges. They are explained in detail below:
Time Limitations
There is a strict six-year limit to apply for restoration, though different time limits apply for specific situations.
Outstanding Debts And Penalties
You must pay all of your overdue filing fees, penalties, and outstanding taxes before the company can be restored.
Bona Vacantia Assets
If the company possessed assets when it was dissolved, these become ownerless property (bona vacantia) and to the Crown. You will be required to gain the consent of the Treasury Solicitor to handle these assets.
Providing Trading Activity
You may need to provide evidence that the company was still trading at the time of dissolution to meet the eligibility criteria for restoration.
Complex Property Or Trademark Issues
Restoring a company with land, trademarks, or other intellectual property may require additional involvement from HM Land Registry or the Intellectual Property Office.
Costs Involved in Restoring a Dissolved Company
- The Companies House restoration fees is £468, that is to be paid with the application.
- Fees and late filing penalties for any accounts and confirmation statements that were due at the time of dissolution and thereafter.
- If the company had any assets, the Bona Vacantia Division may require payment for dealing with the property or associated proceedings.
- If you are applying for a court order instead of administrative restoration, there will be a separate court fee.
- You can incur costs for professional advice if you are requiring assistance with the application process.
Bottom Line
By concluding this topic, we can say that a dissolved limited company doesn’t mean it is gone forever. Whether your business was struck off by mistake, or dissolved due to non-compliance, there are options available to restore it.
Understanding these restoration methods is necessary to regain control of your company, its assets, and legal standings. Restoring a company may sound overwhelming, but with the right guidance and support, your dissolved business can be given a fresh start.
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Disclaimer: All the information provided in this article on How to Restore your Dissolved Limited Company
including all the texts and graphics, is general in nature. It does not intend to disregard any of the professional advice.