How To Restore A Dissolved Company

emily gordon brown
Emily Gordon BrownLegal Assessment Specialist @ Lawhive
Updated on 12th February 2024

If your company has been recently dissolved and removed from the register at Company’s House, you may be left wondering what’s next. 

The good news is that there’s still hope for bringing your company back from the dead, so to speak. However, it may require a court order. This avenue can be a bit of a journey and sometimes expensive. Before you commit either way, let’s look at why this might be the right move. 

In this article, we’ll explore: 

As a company is its own legal entity, with its own rights and responsibilities, when it is dissolved and removed from the Companies House register, all its assets become the property of The Crown. This is a process called ‘bona vacantia,’ which means ‘vacant goods’ or ‘ownerless goods.’

This includes everything the company owned, like property, land, shares, intellectual property, and cash. However, any debts or obligations the company had are usually wiped out.  These assets are managed by the Treasury Solicitor and often sold.

To reclaim these assets, you can either go through restorative administration or have to apply for a court order to restore the company to the Register.

If issued, this order brings the company back as if it had never been dissolved. Alternatively, it is also possible to buy back assets at market value.

Do you have to get a court order to restore a company? 

Directors or shareholders of companies that were struck off by the Registrar of Companies within the last 6 years may be able to revive a dissolved company through the administrative restoration of the company that was actively trading when it was dissolved. 

To do this, the appropriate person can apply directly to Companies House by submitting a completed form RT01, a fee of £100, any outstanding documents, filing fees or penalty payments that may be true, and (if the company possessed assets) a waiver letter from Bona Vacantia.
If the application is successful, the company will be restored. If the application is refused, it may be possible to still apply for a court order to restore the company within 28 days of the decision.  

How long does administrative restoration take? 

Typically, administrative restoration takes about one month depending on processing times and admin processes.

If approved, the company’s restoration will be shown on the Companies House register, although notice of its previous dissolution will be visible.

Potential reasons for restoring a company 

In the context of business, several circumstances may require the restoration of a company, such as:

  • The company hasn’t followed important rules set out in the Companies Act 2006, like filing necessary paperwork; 

  • Someone wants to take legal action against the company to resolve a claim (such as a personal injury claim); 

  • The company wants to regain ownership of assets it had before it was dissolved. 

If you’re facing any of these situations and need help restoring a company, we’re here to help. Get a free case evaluation to find out more.

Who can apply for a court order to restore a company? 

Only certain people have grounds to apply for a court order to restore a company. You may be able to if: 

  • You did business with the company; 

  • You were employed by them; 

  • They owed you money at the time of dissolution; 

  • You are responsible for their employee pension scheme; 

  • You have a shared or competing interest in property; 

  • You were a shareholder or director when the company was dissolved. 

How to apply for a court order to restore a company? 

Fill in and return the relevant forms 

To apply for a court order to restore a company in England and Wales, you should complete form N208.

A corporate solicitor can help with this if needed. Once completed, three copies of the form form should be sent to the nearest county court that handles bankruptcy cases, as well as supporting evidence, with an original signature. 

Along with this you should also include:  

  • The required court fee; 

  • A witness statement containing supporting information as outlined in section 4 of the Treasury Solicitor’s guide to company restoration.

You should also keep a copy of all of these documents for your records. 

Pay the Court Fee 

There’s a fee of £308 to issue the Claim Form. Details of how to pay this to His Majesty’s Courts and Tribunal Service can be found on the form. Usually, you can pay in a variety of ways, including by cheque. 

What evidence is required to get a court order to restore a company? 

Along with the claim form, you’ll need to submit a witness statement (also known as an affidavit) to the court that explains why you’re applying and provides details about the company’s situation. A copy of this should also be sent to the Registrar of Companies once your application has been processed by the courts. 

What should I include in my witness statement? 

In the witness statement, you should include: 

  • Why you’re entitled to apply for the court order; 

  • The circumstances that led to the company being struck off the Register of Companies; 

  • Dates related to the company’s dissolution and publication in the London Gazette; 

  • Financial information about the company at the time of dissolution and, if different, at the time of restoration; 

  • Your intentions for the company and its assets and liabilities once restored; 

  • Any other relevant information. 

In Scotland, there’s no requirement for an affidavit to get a court order to restore a company. Instead, this information is included in the petition to restore. 

What happens after applying for the court order? 

When you make your application for the court order, you will be informed if there are no objections from the Crown regarding the order and a date may be set for a hearing. However, the Central London County Court and some other courts may try to resolve these cases without a formal hearing whenever possible.

Most hearings are conducted remotely, if possible. You can either attend the hearing in person or choose to be represented by a legal advocate.

Is there a time limit on applying for a court order to restore a company? 

If a company has been dissolved, you have up to six years from the date of its dissolution to apply for its restoration to the Register of Companies.

However, if your reason for restoring the reason is related to a personal injury claim, there’s no time limit. Instead, you can apply for restoration at any time, regardless of how long ago the company was dissolved. 

If the company was struck off under specific sections of the Companies Act 1985, you can apply within 20 years from the date the notice was published in the London Gazette. 

How long does it take to get a court order to restore a company? 

It can take up to 15 weeks to get a court order to restore a company. Although this can vary with court backlogs and processing times.

Which court will handle my restoration application? 

To find out which court handles your restoration application, check where the company’s registered office was located when it was dissolved. Usually, your application will be handled by the Country Court with bankruptcy jurisdiction over that address. 

Alternatively, regardless of the registered office’s location, you may also apply for restoration at the Central London County Court or other District Registries and County Courts depending on the circumstances.

For clarity on this, you can use the Court and Tribunal Finder to locate the County Court for your area. Just be sure to check if it has winding up jurisdiction. If not, it will likely be attached to another County Court nearby with the necessary jurisdiction. 

How much does it cost to get a court order to restore a company? 

The cost for a court order to restore a company, at the very least, is £608. This is for the court fee (which is £308) and the fee to the Registrar of Companies (£300). However, this does not include solicitors fees or any other potential costs which may be incurred in the course of the application. 

A company might also have to pay penalties for late filing of accounts under the Companies Act. If this is the case, the Registrar will send a penalty notice to the company’s registered officer after the company is restored to the Register. 

What happens after a court order is made to restore a company? 

After the court issues the order to restore a company, the claimant needs to send a copy with the court’s seal to the Registrar. Ideally, you should use recorded delivery or deliver it by hand. 

Once the order reaches the Registrar, the company is considered restored. If the order isn’t acceptable to the Registrar, they might ask the Government Legal Department to challenge the order or suggest changes for a new acceptable order. 

How are company funds and assets recovered after a court order is issued? 

If you need to recover any funds to your company that went to the Crown after resolution you should contact either the Treasury Solicitor Bona Vacantia Division or Messrs Farrer & Co if your company’s registered office was in Lancashire or Cornwall. 

However, it’s important to note that if the Crown has already sold an asset while the company was dissolved, it’s not possible to get that asset back. Instead, you’ll receive the money from the sale less any costs incurred in handling the sale. 

What are the alternatives to restoring a dissolved company?

If you want to get back assets from a company without fully bringing it back, an alternative is discretionary grants.

These grants, managed by the Bona Vacantia Division, let former shareholders, liquidators, administrators, and company voluntary arrangement supervisors (but not directors) reclaim up to £3,000 without fully restoring the company. However, to qualify for a discretionary grant you can’t plan to restore the company eventually.

How can Lawhive help? 

At Lawhive, our network of corporate solicitors specialise in offering fast, comprehensive, and professional legal assistance and guidance to companies or individuals seeking to restore a company through a court order.

Whether you’re a small business or a large corporation, our network of solicitors provides high-quality legal services and expertise tailored to your specific needs. 

If you’re looking to restore your company and want to learn more about how Lawhive can assist you, get in touch with our legal assessment team today. 

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