Restoring a Company to the Register

Have you dissolved your company only to realise it still holds assets like money in a bank account or property? Or perhaps you’ve discovered that the company has a right to make a business insurance claim for losses?

If so, our experienced Company Restoration Solicitors can help you restore the company and reclaim assets owed. Whether you wish to continue operations or simply recover what’s rightfully yours, we’re here to guide you through the restoration process with expert advice and support.

Our team will thoroughly assess your case, considering factors like the reason for dissolution, the time since the company was struck off, and the availability of essential documentation. We’ll work closely with you to collect the necessary evidence, prepare paperwork, and provide tailored guidance every step of the way.

If you have any questions or concerns, don’t hesitate to contact our Company Restoration Solicitors. We offer a free initial consultation, during which we can discuss your situation in more detail and provide personalised advice.

What are the Different Types of Company Restoration?

Restoring a company is an important service for businesses that have been dissolved or struck off but need to be reinstated on the Companies House register. There are two main ways to restore a company: Administrative Restoration and Company Restoration by Court Order. Each method is designed for different situations and has its own set of requirements and procedures.

Administrative Restoration

Administrative Restoration is a simple process that directors or company secretaries can use to restore their companies to the register if it was struck off involuntarily by the Registrar of Companies due to non-compliance. This could be due to the failure to submit annual returns or accounts. To qualify for this method, the applicant must demonstrate that the company was trading or operating during the time it was dissolved and that all statutory filings are up to date.

The key steps for administrative restoration include:

• Submitting an application to the Registrar at Companies House
• Providing all outstanding company documents and filings
• Paying any owed penalties and the restoration fee
• Securing a letter of no objection from the Treasury Solicitor or, in the case of property involved, from the Bona Vacantia division

Company Restoration by Court Order

In cases where administrative restoration is not possible, because the company was voluntarily dissolved by its members, a court order may be necessary for restoration. This method involves more complex legal proceedings and is typically required when there are significant reasons to restore the company, such as regaining control of assets, continuing legal actions, or clearing outstanding debts.

The essential steps in this process are:

• Filing a claim form to the court
• Serving the claim to necessary parties, including the Registrar of Companies and the Crown’s representative
• Convincing the court of the legitimacy and necessity of the restoration
• Complying with any court conditions for restoration

Why Companies may need Restoration?

When a company is struck off or dissolved, it ceases to exist legally. However, there may be compelling reasons to restore such a company to the register at Companies House. Our Company Restoration Solicitors specialise in this field, providing expert legal services to navigate the complexities of bringing a company back into legal existence. The main reasons why companies may seek restoration are:

1. Regaining Control of Assets

Upon a company’s dissolution, its bank accounts are frozen, and any remaining balances are transferred to the government treasury. The process of restoration enables the retrieval of these funds.

Additionally, restoration may be essential for reclaiming ownership of property or intellectual property that was not transferred before the dissolution of the company.

2. Legal Claims and Litigation

By restoring a dissolved company, legal claims such as outstanding debts owed to the business but uncollectible during the dissolution period can be pursued.

If there are ongoing legal actions against the dissolved company, restoration may be necessary for an effective defence in those lawsuits.

3. Continuation of Business

A company can be dissolved unintentionally or without the awareness of its directors or shareholders. Restoration grants the opportunity to recommence business operations without the necessity of establishing a new company.

Fulfilling existing contracts that were active prior to the dissolution can be another significant reason for restoring a company, as it enables the continuation of ongoing business commitments.

4. Correcting Administrative Oversights

Failure to comply with administrative obligations, such as neglecting to submit annual returns or accounts, can result in a company’s involuntary dissolution. Restoration reverses the effects of these oversights, allowing the company to regain its legal status.

In certain instances, companies may have been voluntarily dissolved despite having ongoing business opportunities or pending matters. Restoration offers a mechanism to reverse this decision, enabling the company to continue its operations and address unresolved issues.

5. Strategic Business Decisions

In the event of mergers or acquisitions, companies may encounter the need to restore a previously dissolved entity. This strategic move aims to consolidate assets under a unified corporate structure. It can serve as part of a rebranding strategy or a re-entry into the market by leveraging a formerly successful business name and model.

At Mounteney Solicitors, we understand the complexities involved in company restoration. Our team of expert Company Restoration Solicitors offers tailored advice and dedicated support to navigate this intricate legal process. We ensure that our clients can achieve their restoration goals effectively, adhering to legal standards and minimising potential risks.

How can we Help?

Our team of Company Restoration Solicitors at Mounteney is committed to expertly guiding you through the complex process of restoring your company. Whether you need administrative restoration or court-ordered restoration, we provide comprehensive support, including eligibility assessments, meticulous preparation and filing of applications, and robust court representation if necessary.

Our professional and approachable Company Restoration Solicitors prioritises a client-focused approach, ensuring that each step is handled with precision and care. Choose Mounteney Solicitors for responsive, reliable, and knowledgeable legal services that simplify the company restoration process. We are dedicated to achieving the best possible outcome for your business with minimal disruption to your operations.

If you need detailed assistance and want to begin the restoration process, contact our Company Restoration Solicitors today. Let us help restore your company’s legal status so you can continue to thrive in your business endeavours.

What is the Administrative Restoration Process?

If a company has been dissolved by the Registrar of Companies, there are two methods to restore it. One is administrative restoration, which is a simple option available if you were a director or shareholder of a company that was actively trading at the time of its dissolution and was struck off and dissolved within the past six years.

In case the company does not meet the above criteria, it must be restored through a court order. This is especially necessary if the primary goal is to reclaim assets that have reverted to the Crown under “bona vacantia.”

For those eligible for administrative restoration, the process involves submitting several key documents to Companies House:

• Application Form: A completed RT01 form specifically for administrative restoration.
• Restoration Fee: A cheque for £100, made payable to ‘Companies House’.
• Outstanding Documents: Any overdue filings, such as annual accounts or confirmation statements, which were previously known as annual returns.
• Additional Fees: Any penalties that need to be cleared alongside the filing fees.
• Waiver Letter: If the dissolved company had assets, a waiver letter from the Bona Vacantia division is necessary.

Mounteney Solicitors can provide you with support throughout the administrative restoration process. Our expert Company Restoration Solicitors will ensure that all documentation is meticulously prepared and submitted, thereby increasing the likelihood of a swift and favourable outcome. We are committed to guiding you through every step of the process, making it seamless and stress-free for you.

What is the Restoration by Court Order Process?

If an application for administrative restoration is rejected by Companies House, seeking a restoration through a court order can be a suitable alternative. This option is particularly helpful if the main objective is to recover finances for shareholders without the need to resume business operations. With this approach, the company may be relieved of the obligation to file outstanding accounts and pay penalties, ultimately reducing costs.

To initiate an application for a court order, it is best to do so within 28 days of the Registrar’s decision, even if the statutory period for appealing to the court for restoration has passed. This option is also suitable for cases where the company was undergoing insolvency proceedings before being struck off or if Companies House restoration is not allowed.

Situations that may require a court-ordered restoration:

• You did business with them
• You worked for them
• They owed you money when they were dissolved
• You’re responsible for their employee pension fund
• You have a shared or competing interest in land
• You were a shareholder or director when it was dissolved

The process to obtain a court order involves several crucial steps:

Filing a Claim: Complete a claim form and submit it to the court handling bankruptcy closest to the company’s last registered office.

Supporting Documentation: Accompany your claim with a witness statement that includes details as required under section 4 of the Treasury Solicitor’s guide to company restoration.

Court Fee: A fee of £280 must accompany the submission of the claim form.

Upon a successful claim, you will receive a court order for the restoration of the company. This court order must be formally processed by Companies House to restore your company. If there are any assets that have not been disposed of by the Treasury Solicitor, they will be returned to your company. However, if any assets have been sold, the Bona Vacantia Division will compensate for the proceeds after deducting costs associated with the sales.

At Mounteney Solicitors, we have over a decade of experience in corporate law and can provide you with expert guidance and support throughout the restoration by court order process. We take great care to ensure your application is meticulously prepared and managed, increasing the chances of a favourable resolution.

The company restoration process may be expected to take around 60 days, provided that there aren’t unusual circumstances. However, we are able to process some cases at a faster rate for a small additional charge.

Mounteney Solicitors promise to:

• Take your instructions
• Contact Companies House and make arrangements including late filings and application as necessary
• Liaise with solicitors for Crown or Duchy as required
• Support in the preparation and issuing of Court proceedings and evidence
• Liaise with banks and other parties as necessary following restoration
• For Court restoration, provide Court and Companies House notices once the purpose of the restoration is completed, to have the company re-removed afterwards
• Offer a guidance service.

Company Restoration Service Pricing

Committed to price transparency and cost effectiveness, Mounteney Solicitors offer competitive fees and fixed fee options for our company restoration services.

Being SRA-regulated, we charge VAT which can be reclaimed in some instances.

Our standard services are charged at a fixed fee of £1100 + VAT = £1320.

This rate may be increased in the event of out-of-pocket costs, which might include:

• Filing fees – these vary, often a few tens of pounds
• Late Filing Penalties – these vary, often a few hundred pounds
• Direct Restoration
• Companies House fee – £100
• Court Restoration
• Companies House Legal Costs – £250
• Crown or Duchy Legal Costs – £125-£300
• Court Fee – £160.

It will be your responsibility to pay such expenses in relation to any restoration case. A guide to civil court fees can be found here.

We also have a special cost-effective procedure which can be followed in cases involving the intended recovery of bank balances totalling less than £3000.

You are encouraged to contact us for further information about this and our other company restoration services.

If your company has stopped operating and you want to bring it back to life, it’s crucial to seek legal help. At Mounteney, our team of expert Company Restoration Solicitors is committed to providing cost-effective and efficient services to help you achieve your desired outcome.

Our Company Restoration Solicitors has extensive experience in handling company restoration cases and is well-versed in the legal complexities involved. Our Corporate Solicitors & Business Solicitors in Manchester offer tailored solutions that address the specific circumstances of your company, ensuring a smooth and effective restoration process.

We understand that cost is a significant concern for businesses, especially during a restoration process. Our fees are transparent and competitive, and we strive to provide value for your investment. Our Solicitors in Stockport will work closely with you to develop a cost-effective strategy that aligns with your budget.

Reach us by phone or visit one of our offices in Bramhall, Cheadle, Hazel Grove and Heald Green. We serve clients throughout the Stockport and Manchester area including Altrincham, Poynton, Wilmslow and Sale. Recognising your busy schedule, we offer virtual consultations for your convenience.

If you require legal assistance for company restoration, do not hesitate to contact us. Our team is ready to provide you with the support and guidance you need to restore your company and achieve your desired outcome.