How to restore a dissolved company

A company restoration is the process of bringing back a limited company that has previously been dissolved (closed down). In this post, we’re going to cover why you may want to restore a company, and look at the two ways to go about doing this – administrative restorations and court orders. Let’s get started.

Why restore a dissolved company?

There are three main reasons why a company is normally restored:

1. To begin trading again

The most clear cut of all the reasons is that the people behind the company wish to start trading with it again.

2. To enable directors and shareholders to retrieve bona vacantia assets

Before a company is dissolved, a company’s directors/shareholders should remove any assets still in the company. Failure to do this will result in property and assets being passed automatically to the Crown. This process of an asset being passed to the Crown is known as bona vacantia.

If this has occurred, it is sometimes possible for the directors/shareholders to complete a company restoration and bring said asset back to the company (if the Crown has not already disposed of the asset).

3. To enable third parties to retrieve a debt

Company restorations are not the sole domain of the directors/shareholders who were involved with the closed company. Creditors can also request for the company to be restored, if it was closed down while debt was still in place. By doing this, they can set the wheels in motion for getting back what they are owed.

Administrative restorations and court orders

There are two ways that a company can be restored – by administrative restoration or court order. How a company is restored depends on how and why it was dissolved in the first place.

Administrative restoration

This process is exclusively for when directors and/or shareholders wish to restore the dissolved company. An administrative restoration is only possible if:

• The person completing the application was a director or shareholder
• The company was dissolved involuntarily (for late filing or non-filing of annual accounts and/or the confirmation statement)
• The company was dissolved no longer than six years ago
• The company was involved in trading activity at the time of its dissolution

To complete an administrative restoration you (the director or shareholder) will need to follow the below steps.

• Fill out the RT01: Application for administrative restoration to the Register form (this must be completed offline, there is no online equivalent) – including a cheque for £468 made payable to ‘Companies House’
• If the purpose of the restoration is to retrieve assets, you will also need to send Companies House a waiver letter. The location of the company’s registered office and where any property was owned defines who you should apply to in order to get this letter. See UK’s instructions on applying for a waiver letter.
• You need to prepare all annual accounts, confirmation statements and any other statutory forms that would need to have been submitted, had the company enjoyed an unbroken existence. Additionally, don’t forget you need to pay any filing fees – e.g. if the dissolution is contingent on two years’ worth of confirmation statements (whose filing fee is £34 each), a payment of £68 would also need to be included.

How long does an administrative restoration take?

It takes approximately one month, taking into account the time it takes to retrieve the Bona Vacantia waiver letter and the Companies House RT01 processing time. If successful, the company’s restoration will be visible on the Companies House register (notice of its previous dissolution will remain visible). If rejected, you will need to look into the reasons that have been given and potentially explore the possibility of a court order to restore the company.

Court order

If the criteria for an administrative restoration cannot be met (for example, the company was dissolved voluntarily or you are not a director or shareholder), it may be possible to restore a dissolved company via a court order.

In most cases, for a court order to go through, the company should not have been dissolved more than six years ago (like an administrative restoration).

This avenue is typically taken by third parties wishing to retrieve a debt, although it is also open to the directors and shareholders of the dissolved company.

How you apply for a court order restoration depends on where the company was located. However, you will generally have to complete the necessary claim form, provide a witness statement that details why the application is being made, and include the necessary payments for the court fees (£280 for companies based in England and Wales).

As you would expect, the process of applying for a court order is more complicated than applying for an administrative restoration. We therefore recommend looking at gov.uk’s advanced instructions on applying for a court order.

How long does a court order restoration take?

It depends on the particular case. However, you can expect a restoration via a court order to take around four months from beginning to end.

Discretionary grant… an alternative to restoring a dissolved company

If you’re looking to restore a company for the purpose of recovering your assets, you may wish to look into a discretionary grant.

Managed by the Bona Vacantia Division (BDV), these enable former shareholders, liquidators, administrators, and company voluntary arrangement supervisors (not directors) to recover up to £3,000 without the need to restore the company. To qualify, the claimant must have no intention of eventually restoring the company. Find out more about discretionary grants.

Let us help you apply for an administrative restoration

Are you a former director or shareholder of a limited company looking to apply for an administrative restoration? Our company experts can take all the hassle out of the process.

Get in touch with our team for more information about company restorations via the below channels:

• [email protected], or
• 020 3984 5387

Thanks for reading ‘How to restore a dissolved company: Administrative restoration and court orders’.

Restoring a limited company is by no means a simple process, especially when compared to how easily a company can be started. However, we hope you now have a good understanding of the basics of restoring a limited company.

Please leave a comment if you have any questions about restorations, or indeed, company formations – and we’ll be happy to help. And be sure to take a look at our central blog page for more posts like this.