Company Restoration – Restoring a Dissolved Company to the Register at Companies House
Why restore a company?
Following the dissolution of a company, it may be desirable to restore it to the Register at Companies House for a number of reasons. For example, it may be that there are assets in the company name which can be distributed or otherwise dealt with upon its restoration, or it may be necessary for the company to be restored in order to partake in a court claim or redress process. In this regard, Ellis Jones are acting on a number of company restorations for the purposes of pursuing complaints against The Royal Bank of Scotland plc (RBS) under the Bank’s Redress Scheme in relation to the conduct of its Global Restructuring Group. Alternatively, you may wish to restore the company for trading purposes. It is important to note that, once restored, the company will put back into the position it was in immediately prior to dissolution (e.g. any pre-existing debts or late filing fees will still apply).
Who can apply for restoration?
Applications for restoration are most commonly made by a former director or shareholder of the dissolved company. However, a variety of stakeholders may also apply for restoration, including any person with a potential legal claim against the company or a creditor of the company who had an outstanding debt at the time of dissolution.
When must you apply by?
Pursuant to section 1024(4) of the Companies Act 2006, restoration of a company is only possible provided the application for restoration is made within six years of the company’s dissolution.
How do you restore a company?
Restoration of a company can be achieved through either an administrative restoration process or by obtaining a court order which restores the company to the Register at Companies House. Whilst the former avoids the paperwork and costs associated with court proceedings, it is only available in instances in which the company was struck off by Companies House due to non-compliance, such as when accounts have not been filed. In the case of voluntary dissolution by the directors, a court order will have to be obtained in order to restore the company, which involves the preparation and filing of a Claim Form and Witness Statement.
How long does it take to restore a company?
Typically, it may take approximately 3 to 4 months to restore a company via court proceedings, although this timescale can be longer or shorter depending upon the circumstances. In many cases, this can be achieved with the consent of the Registrar at Companies House, and without the need for a court hearing. If not, then a hearing may be required in order for the court to consider the application.
Where will the hearing be?
Applications for company restoration can be made either at the High Court or at the County Court which was most local to the Company’s registered office address. Not all County Courts will deal with such applications however. The location of a hearing will therefore be dependent upon which court is dealing with the application.
How we can help
There may be a number of different options for company restoration and it is important to assess the position of the company as at the time of its dissolution before any application is made. We have extensive experience of restoring companies to the Register at Companies House and are able to do so in a cost-effective and timely manner. If you wish to restore a company which has been struck off the Register, please get in touch with Paul Kanolik (firstname.lastname@example.org), Senior Associate Solicitor, for a free initial consultation.