Following the introduction of the new administrative restoration procedure by the Companies Act 2006, it is now possible, in certain circumstances, for a company to be restored to the register of companies without having to apply to the court.
A former director or member of a company may now apply to the Registrar of Companies to have the company restored to the register.
There are various reasons why a company may need to be restored, the most common one being where a company that is carrying on a trade is struck off for failure to file accounts or annual returns.
Restoring the company to the register can enable it to continue trading and to own all of its assets and property as if it had never been struck off or dissolved.
There are certain restrictions on making an application for administrative restoration – see our Administrative Restorations FAQs for more details.
What does our Administrative Restoration Service include?
- Telephone consultation to discuss the proposed administrative restoration.
- Filings at Companies House.
- Seeking the written consent to the restoration of the relevant Crown representative.
ADMINISTRATIVE RESTORATION SERVICE
From £550 + VAT
If the requirements for administrative restoration cannot be met, it may be possible to apply to the court for restoration – please contact us for further details.
ADMINISTRATIVE RESTORATION - FREQUENTLY ASKED QUESTIONS
Below are some of the most frequently asked questions we get asked about administrative restoration. If you do not find the answer to your question below then please do not hesitate to contact us.
- When can an administrative restoration application be made?
An application for administrative restoration can only be made:
- where a company has been struck off because; i) Companies House believed the company was not carrying on business or otherwise operating; or ii) the company was being wound up and Companies House believed that there was no liquidator acting or that the affairs of the company were fully wound up, and the returns required to be made by the liquidator were not made for a period of six consecutive months;
- by a former director or former member of the company; and
- in the period of 6 years from the date of the company’s dissolution.
- What are the conditions for administrative restoration?
- The company must have been carrying on business or otherwise operating at the time of its striking off.
- If the company owned any property on striking off, this now belongs to the Crown and so the Crown representative must give its consent in writing to the company’s restoration to the register.
- The applicant must pay the Crown representative’s costs in dealing with the consent to the application and for dealing with any property of the company that vested in the Crown during the period of the company’s dissolution.
- The applicant must deliver to the registrar such documents as are necessary to bring the company’s records up to date (for example, outstanding accounts and annual returns) and pay any penalties for failure to deliver accounts (see below).
- What is the procedure for administrative restoration?
- Form RT01 must be filed at Companies House to apply for the administrative restoration.
- The applicant must make a statement of compliance that he has standing to apply for the restoration (ie he is a former director or member) and that the requirements for administrative restoration (as set out above) are met.
- A Companies House fee of £100 is payable, together with the costs of the Crown representative.
- Who are the Crown representatives?
These vary depending on where the company had its registered office:
- if in Cornwall, Lancashire, Greater Manchester, Merseyside, Stockport, Cheshire or Cumbria, the Solicitor to the Duchy of Lancaster or to the Duchy of Cornwall;
- if in Northern Ireland, the Crown Solicitors Office, Northern Ireland;
- if in Scotland, the Queen’s and Lord Treasurer’s Remembrancer; and
- anywhere else (within in England and Wales), the Treasury Solicitor.
The consent is provided in the form of a waiver letter and the applicant must pay the Crown representative’s costs of dealing with the application and any property of the company.
- Does a restored company differ from the original company?
No, the restored company is treated as if it had never been struck off the register. However, a new name may have to be chosen if a new company has been formed with the same or a sufficiently similar name to the old company whilst it was struck off. Please refer to our company name guidance for further details.
- How much are the late filing penalties?
The level of the penalty depends on how late the accounts were at the time of the company’s dissolution, as set out in the following table:
Length of period* Penalty
Not more than 1 month £150 £750 More than 1 month but not more than 3 months £375 £1500 More than 3 months but not more than 6 months £750 £3000 More than 6 months £1,500 £7,500
*measured from the date the accounts are due.