South Bank Legal’s company restoration solicitors specialise in restoring struck off companies to the register.
Companies can be struck from the register for a variety of reasons. A common reason for striking off a company is its failure to file annual accounts or a confirmation statement. Whatever the reason, the unintended striking off of a company can be seriously inconvenient; companies struck from the register cease to exist as legal entities and any property they hold – be it real property, intellectual property or even funds held in a bank account – is deemed bona vacantiabona vacantia: from the Latin meaning vacant or empty goods.... and becomes the property of the Crown. The company’s business can also quickly grind to a halt if bank accounts are inaccessible and customers and suppliers become aware of the striking off.
Thankfully there is now a procedure for administrative restoration to the register that is quicker and cheaper than obtaining a court order for restoration which, historically, was the only route available.
The procedure for administrative restoration to the register was introduced by the Companies Act 2006. Administrative restoration is only possible in certain circumstances and sections 1024 to 1028A of the Companies Act set out the requirements and procedures for administrative restoration.
Requirements for administrative restoration
A successful application for administrative restoration must be made no more than six years after the dissolution of the company. Only directors or members can make an application for administrative restoration and former directors and members can only make an application if they were members or directors when the company was dissolved.
In addition, the following conditions must also be met:
- The company must have been active at the time it was struck-off, meaning companies that were dormant at the time of their striking off are unlikely to be able to able to apply for administrative restoration.
- Where the company had assets vested in the Crown upon its dissolution (which is the default position given that, upon dissolution the company ceases to exist as a legal entity and therefore cannot own property), the consent of the Crown must be obtained and payment must be made for any costs incurred by the Crown.
- The delivery to the Registrar of Companies of all outstanding statutory documentation.
- The payment or agreement to pay any statutory penalties for failing to file the statutory documents which were due when the company was dissolved or struck-off.
Procedure
An application for administrative restoration is made by sending to the Registrar of Companies a duly signed and completed Form RT01 along with the requisite fee of £100. The form requires the applicant to make a statement of compliance, confirming that he or she is entitled to make the application and has complied with all the aforementioned conditions.
If the Registrar of Companies agrees to restore the company to the register, restoration will be effective from the date the Registrar of Companies sends notice of the decision. The Registrar of Companies will note the date of restoration to the register and will publish a notice of restoration in the London Gazette. The effect of restoration is that, once a company has successfully been restored to the register, it will be as though it was never dissolved or struck-off.
If you are a directordirector: person appointed as an officer of a company, whose... or shareholder seeking to restore your struck off company, please get in touch with our company lawyers for a confidential discussion.