Company Restorations
Our litigators can help you to restore a company through administrative or court proceedings, as well as a variety of different issues that can arise under the Companies Act 2006 and Trustee Act 1925.
If a company has been dissolved or struck off the register, it may be necessary to restore it. That’s where our expert litigators can assist.
Whether a ‘live’ company has been inadvertently struck off due to a failure to file accounts, a claim needs to be brought by or against a struck off company or company assets recovered, we’re here to help you successfully restore a company to the register.
Since more than half a million companies are removed from the UK’s Companies House Register each year, this situation is more common than you may think.
When a company is dissolved or struck off the register, its assets — including any property and money — will become ‘bona vacantia’ and transfer to the Crown. Depending on where the registered office of the Company was located, its assets may vest in the Duchy of Lancaster or the Duchy of Cornwall. Typically, the Crown or Duchy will take steps to realise for themselves the value of assets that become vested in them.
Company restoration is the process of reinstating a company that has been removed from the register of companies. This can be necessary for various reasons such as recovering assets, pursuing legal claims or correcting administrative errors. Once a company has been restored to the register, it’s treated as though it was never struck off in the first place. All its rights and obligations are reinstated too, including contracts and legal proceedings.
There are two main ways to restore a company — administrative restoration and court order restoration. With experts in both avenues, we have you covered — simply get in touch with our team today and we’ll guide you through the process.
Administrative restoration applications
The administrative restoration process involves an application to the Registrar of Companies, rather than the court. As such, it tends to be quicker and cheaper. However, this route is only available in limited circumstances — if the company has been struck off or dissolved voluntarily, you’ll have to commence court proceedings to get a company restored.
To qualify to apply for an administrative restoration application:
- the company must have been trading when it was dissolved
- the dissolution must relate to a failure to comply with requirements to file documentation (as per Section 1000 or 1001 of the Companies Act 2006).
The filing discrepancy that led to the strike-off must be rectified as part of the application, with any fees and penalties paid. A letter waiving entitlement to Company assets (if any) will also be required from the Crown, Duchy of Lancaster or Duchy of Cornwall.
Company restoration claims
Court claims to restore companies to the register are issued against the Registrar of Companies using the County Courts’ simplified Part 8 procedure. Claims must be supported by evidence of the reason why the company was struck off or dissolved and what the future of the company will be on restoration.
In the same way as for administrative restoration applications, if the purpose of the application is to restore a company that was struck off for filing discrepancies, those discrepancies must be rectified as part of the claim.
If the purpose of the application is to recover company assets, the court will ordinarily require undertakings to strike off the company again once this has been achieved.
Applications under the Companies Act 2006
Oversights related to Companies House filings are relatively common. However, once a mistake has been made, it’s essential that steps are taken to rectify it quickly and efficiently.
We’re highly experienced at dealing with a variety of different issues that can arise under the Companies Act 2006 (find out more below).
While these applications should be simple to deal with, they have particular evidential requirements which — if not complied with — can cause delay and additional cost. In the case of re-use of the name of an insolvent company without obtaining court permission, this may give rise to personal liability for the companies’ liabilities. We can deal with these applications on your behalf, alleviating the stress involved in dealing with quite a complex process.
Often, where an error or omission has been caused by your professional advisors, the costs of any proceedings can be funded or indemnified by those advisors or their professional indemnity insurers. In such circumstances, it’s important to notify the advisors in question of the claim to the costs of any proceedings by way of a damages claim as soon as possible. We can assist with that too.
Companies Act application specialists
Our expertise in this area is led by our Partner Helen Otty. Recognised as a Next Generation Partner by The Legal 500, Helen is an astute commercial litigator with over 20 years’ experience who frequently advises on claims relating to company restorations.
Legal Director Simon Morris has a wealth of experience in dealing with court applications to rectify failures to comply with Companies Act 2006 requirements. He also handles and advises on trust cases, including those related to applications under the Trustee Act 1925.
Applications under the Trustee Act 1925
We also work with our specialist probate litigation lawyers to make applications to the court under the Trustee Act 1925.
We can deal with applications made under the Trustee Act 1925, including:
- Appointments of new and substitute trustees or the removal of trustees.
- Seeking that property be vested in beneficiaries of a trust.
- Sale of a jointly owned property where a trustee has become incapacitated or died.
Company restoration FAQs
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