Company Administration Restoration
The process whereby a company struck off the Register at Companies House can be restored without a Court Order being required is called administrative restoration. An individual who was either a director or shareholder at the time the company was dissolved has the opportunity to have their company restored.
This restoration process is of particular importance for dissolved companies who owned property at the time of dissolution. Any such property the dissolved company held will have reverted back to the Crown and is effectively deemed as ownerless (or ‘bona vacantia’). Until the company is restored any sale or transfer of such property will be unable to take place.
Attwells Solicitors’ experience is that many management companies and other companies holding small property holdings have been subject to strike off and may need help to be restored. In particular, this may be an issue where either valuable land was held in the company or the company undertook a function for other valuable property such as a landlord. Until the company is resurrected, the valuable property is lost to its original owner.
Initial Requirements for Administrative Restoration
It is important to note that before an administrative restoration application can be contemplated the company in question must satisfy the following requirements:
The application will need to be made by a former director or shareholder within 6 years of the date the company was dissolved.
The company must have been struck off involuntarily by the Registrar of companies (e.g. for failure to comply with certain filing requirements such as submission of the annual accounts or confirmation statements on time) and NOT by the directors voluntarily making such a request.
The company was trading at the time of the dissolution.
Should all the initial requirements above be met then the application process may commence.
Application Requirements and Fees
The application to the Registrar of Companies needs to be accompanied by all the documentation that would bring the company up to date in terms of legal filing requirements, as well as a suitable ‘bona vacantia’ waiver letter is obtained from the relevant representative for the Crown providing their consent to the restoration application being made.
In addition to an application fee of £100 being made to the Registrar, the following fees will also be applicable to this process:
Waiver Letter Fee: This fee will vary dependent on the location of your company’s registered office.
Filing Fees: Applicable to each document being submitted as part of your application.
Late Filing Penalties Fee: This will vary depending on how overdue each outstanding document was at the time of dissolution.
Once the application has been made the Registrar shall decide whether to restore the company or not. If the application is successful then a letter shall be provided from the Registrar confirming that the company restoration has now taken place.
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