Company Restoration
Once a Company has been Dissolved it is no longer able to trade. It is struck off the Register of Companies and no longer legally exists. Any bank accounts belonging to the company become frozen. Assets owned by that Company become Bona Vacantia (i.e. “vacant goods”) and pass to the Crown.
To be able to regain assets, the Company needs to be restored to the Register of Companies. There are specific procedures and processes to follow. The Treasury Solicitor handle all such matters on behalf of the Crown.
A Company may have been struck off under a Voluntary strike off. Much more likely is an Involuntary strike off by the Registrar of Companies due to a failure to follow rules and procedures put in place by Companies House, such as filing of Confirmation Statements or filing Company Accounts.
These occurrences are not uncommon and we are able to deal with Restoration. In the event that a Company is only being restored to recover assets, we can assist with the overall process of Restoration and thereafter Dissolution. The application for restoration must be made within six years of the date of dissolution of the company except in the case of a personal injury claim when an application can be made at any time.
A Company can be restored in two ways: Administrative Restoration or Restoration through a Court Order.
Administrative Restoration
A Company may only be restored to the Register of Companies by this method if it was struck off by the Registrar of Companies whilst it was carrying on Business.
This method does not apply to companies struck off at their own request.
The application can only be made by a member or director of the company and must be made within six years of the date of dissolution.
To fall within this category, the company must have been carrying on business or in operation when it was struck off; obtain the consent of the Crown’s representative; deliver to the Registrar of Companies all outstanding statutory returns in an acceptable form and pay any late filing penalties which may be due in respect of accounts.
Legal Costs involved:
- Treasury Solicitor’s fee for consent (Waiver Letter) – £64
- Registrar of Companies fee (Form RT01) – £100
- Additional fee if the Registered Office of the Company is in the Duchy of Lancaster or Cornwall
- Fees due for Annual Returns and late filing penalties – details are obtained from Companies House
- Any Accountant’s fees for preparation of up to date accounts, Confirmation Statements and Annual Returns
- Our Legal costs from rates starting at £180 per hour plus vat – £350 per hour plus vat (an estimate will be provided upon review of the matter at the outset and number of hours that are likely to be expended)
Administrative Restoration Process
We would:
- Liaise on your behalf with Companies House to obtain reasons why Company was struck off and details of any late penalties
- Assist you with details of accountants (in the event that you may not have one appointed) so that all your Annual Returns and Accounts can be updated in accordance with Companies House requirements. You will have to liaise with the Accountants directly and enter into a separate retainer for their fees
- Prepare and Complete Form RT01
- Apply for a Waiver Letter from the Treasury Solicitor showing consent of the Crown
- Submit all documents to include the signed Form RT01, Waiver Letter and accompanying Accounts/late filing penalties to the Registrar of Companies on your behalf
- Liaise with you on a regular basis to ensure that the restoration process is proceeding smoothly and advise on any matters that require further attention
- Advise you once the Company is fully restored and next steps in light of any specific instructions received from you at this stage
Restoration by Court Order
This method is only applicable:
- To those seeking to restore a Company following a voluntary dissolution that would have taken place by a Director or member of the Company filing a DS01 form
- To those seeking to make a personal injury claim against a struck off or dissolved company
- To those seeking to recover frozen monies/assets (held with the Crown) and not wishing to continue trading
Legal Costs Involved
- Court fee payable upon filing a Claim Form – £280
- Fee payable to the Registrar of Companies for processing the request – £300 (extra fees payable if based in the Duchy of Lancaster or Cornwall)
- Any Companies House penalties (which would be rare given that the strike off would be as a result of a voluntary dissolution application)
- Our Legal costs from rates starting at £180 per hour plus vat – £350 per hour plus vat (an estimate will be provided upon review of the matter at the outset and number of hours that are likely to be expended)
Restoration by Court Order Process
- We would draft the required documents i.e. Claim Form and your Witness Statement and draft Consent Order to be filed with the court once approved and signed by you
- Once approved by the Court, the sealed documents will need to be served upon the Registrar of Companies upon their representatives, the Treasury Solicitor
- We will liaise with Treasury Solicitor on the terms of the consent order and you will be required to provide undertakings in relation to dissolving the company once the action required upon restoration has taken place i.e. recovery of frozen assets
- Upon agreement of terms of the Consent Order, you will be required to sign the same and we will file the same with the court with the fee payable
- Upon receipt of the sealed (approved) Consent Order, we will serve it on the Registrar of Companies and liaise with the Treasury Solicitor and the Bona Vacantia Legal Government Department to obtain the return of your frozen assets held by the Crown
- We will assist you with obtaining such documents by completing the relevant documents required i.e. in the case of recovery of funds in the Company Bank Account, we would fill in the “Repayment of monies” Application form and a relevant Payment Authority form and submit this on your behalf
- Upon finalising the actions for which the Company restoration was required, we will assist you to adhere to the terms of the Consent Order and in most cases, file a Form DS01 for a voluntary dissolution of the Company
FAQs
Why do I need to restore my Company?
If you wish to continue to trade or recover frozen assets. Please see above for which method may apply to your requirements and reasons for restoration.
Which option is best for me?
Depending on how and why your Company was dissolved, we can assist you to decide what way is the best option to proceed with a Company restoration. The reason why you wish to restore you company is also important. We can provide tailored advice depending on your specific circumstances. The Registrar of Companies does have discretion on matters that may fall outside the strict procedures listed above (i.e. Discretionary Trusts – recovery of monies under £3,000, Commercial Leases etc.) and we can assist you with the best possible ways to proceed to achieve your goal. Please call us to discuss the same in further detail.
How long does the process take?
If the process of a Court restoration is followed, we would estimate 4 to 5 months from receipt of instructions, although this timescale can be longer or shorter depending on the circumstances and Court waiting times. An Administrative Restoration will be quicker as there will be no need to go through the courts. It will depend largely on what filing requirements need to be adhered to and how rapidly accountants can complete and file and up to date accounts.
Should you wish to discuss Company Restoration further please contact enquiries@wdavies.com