There are a number of reasons why companies are struck off the Companies House Register, but there are also ways to restore a company back.
Companies are frequently struck off the register for various reasons including:
- Non-compliance in filing proper company accounts and annual returns each year;
- The company no longer operates as a business;
- Insufficient directors to properly operate the company under law;
- Wrongful trading or fraudulent trading;
- Voluntarily by the company.
If struck off in any of the above circumstances, the company will be legally considered as no longer being in existence, which could therefore potentially create multiple issues for the shareholders of the company.
However, it is possible to restore a company that has been struck off for the purposes of retrieving assets vested in the company, recovering debts, regaining shares within the company, transferring title held by the company or settling unresolved third party disputes.
There are two procedures to restore a company;
- A direct application to Companies (Administrative Restoration) or
- An application to the court (Restore by court order).
This method is intended for companies that were not voluntarily struck off and wish to continue trading. However, the application must not exceed six years from the date of dissolution of the company and all outstanding accounts and annual returns must be filed at Companies House.
The eligible applicants for this type of restoration include either a former director or shareholder of the company. To apply for an Administrative Restoration, the applicant must:
- Send a completed application form RT01 to the Registrar.
- Submit a statement of compliance (stating that the applicant has standing to apply).
- A cheque for £100 made to ‘Companies House’.
There are certain other conditions which must also be met before the Registrar of companies can decide if the company can be restored. These conditions include the following:
- The company was operating when it was struck off.
- Written consent from the Crown’s representative (Treasury Solicitor’s office) to the Registrar for restoration of the company to the register.
- Delivery of all the documents necessary to keep company records up to date to the Registrar.
- Payment of all outstanding filing fees or penalties.
Restoration by Court Order
An application to the court must be submitted within six years of the company’s dissolution. However, an application to the court following a rejected application by the Companies House (under the Administrative Restoration procedure above) must be submitted within 28 days of the Registrars decision. To apply for restoration by Court order, the applicant must: Issue a claim form (N208) with the relevant court fee.
- Evidence to support the claim (including a witness statement)
- A £300 fee payable to Companies House
All parties with an interest in the company can apply to the court for restoration of the company. These parties include: a former director, former shareholder of the company (or personal representative), any person with an interest in land owned by the company, any person who was a creditor of the company, any manager (or trustee) of a pension fund, any person with a potential legal claim against the company, any former liquidator of the company and finally the Secretary of State.
In conclusion, the effect of restoring the company is that the company will be deemed as having continued in existence as if it had never been struck off.
For a free initial consultation on restoring your company, or for further information, please contact Nath Solicitors on 0207 681 6073 or email firstname.lastname@example.org.
The above is the general position of the law and does not constitute legal advice.