In some circumstances it may be advantageous to reinstate a previously dissolved company, with debtors of the company, or directors and shareholders often among those especially keen to reinstate a company’s trading potential.
Here, commercial law specialist and WHN director, Sara Beaumont, explores the options for those looking to restore a dissolved business.
The options available
There are two ways of re-instating a company, either by application for administrative restoration made to Companies House or by an application to the court, with the appropriate method depending on how the company came to be dissolved in the first instance.
If the company was dissolved through non-compliance – for example having been struck off the register due to the late filing or non-filing of documents – then administrative restoration may be applicable.
If the company was dissolved voluntarily though, it can’t apply to be administratively restored and can only be restored by court order.
Administrative restoration
An application to restore a company must be made within six years of the company’s dissolved date by either a former director or member of a limited company, or by a former member of a limited liability partnership (LLP).
If the registrar restores the company, keep in mind that it’s deemed to have continued in existence as if it hadn’t been dissolved and struck off the Companies Register.
Reinstating a dissolved company can often prove time consuming and costly, therefore it’s vital to seek specialist legal advice from the outset. The process involves filing form RT01 with Companies House, along with the filing fee, as well as all outstanding documents and fees required to bring the company’s filing record up to date.
These documents will include the confirmation statement and any overdue annual accounts. A Bona vacantia waiver letter must also be obtained for any company with assets including a company bank account or property belonging to the company.
Once the administrative restoration process is complete, you may be able to get a discretionary grant if you were a shareholder of the firm and wish to claim back some money.
Court restoration
If you were a creditor or had a contractual relationship with the company and it owed you money, then a court order may be a way for you to restore a company and extract financial assets owed.
A successful court restoration order means the company will be restored temporarily so assets can be recovered or a claim pursued, so this is a viable option if you did business with the company, you worked for it, it owed you money when it was dissolved, or you were a shareholder or director when it was dissolved.
Unlike with administrative restoration, it isn’t necessary to file overdue accounts and annual returns with a court restoration order, and there’ll also be no late filing penalties for overdue accounts, meaning this is often the least time and cost intensive process.
Court restoration involves preparing a supporting witness statement for the court, as well as paying a £280 fee. The court will issue the claim, which must then be served upon the Registrar of Companies and The Treasury Solicitor. A Bona vacantia waiver letter must also be obtained.
The court will then determine whether or not the company should be restored and will make an order accordingly, which must be served on the Registrar of Companies. Once in the hands of the Registrar of Companies, it will be restored.
Sara Beaumont is a director based at WHN’s Bury office. She specialises in resolving commercial disputes at all levels and deals with a variety of contractual disputes concerning issues with suppliers, customers and professional advisers, as well as insolvency matters. Her clients range from sole traders and SMEs through to PLCs.
If you need help on a company restoration matter, our specialist solicitors are here to help. Please contact Sara on 0161 761 4611 or by email sara.beaumont@whnsolicitors.co.uk
