What is Administrative Restoration?

Administrative Restoration is the process whereby a dissolved company is restored to the Register of Companies. Once restored, the company is generally deemed to have continued in existence as if it had never been struck off the Companies Register. This process tends to be quicker and less expensive than the pre-existing method of restoring a company by court order, therefore it is usually more appealing. It is important to note that Administrative Restoration is not available in cases where the company was voluntarily struck off the register by the directors.

This article explains the basics of administrative restoration including who can and cannot apply, and what is involved in restoring a company using this method.

Are you eligible to apply for Administrative Restoration?

Applications can only be made to restore a company or LLP at Companies House:

  • By a former director or shareholder of the dissolved company.
  • If the company was struck off the Companies Register and dissolved within the previous 6 years.
  • If the company was trading at the time it was dissolved.
  • If the company was struck off the register under sections 1000 or 1001 of the Companies Act 2006. These sections allow Companies House to dissolve a company where it appears obsolete, usually as a result of failure to file accounts or annual returns.

If the above conditions are not met, a different method can be used to restore a company or LLP – company restoration by court order.

What does the process involve?

In order to administratively restore a company to the register, any outstanding documents will need to be submitted to Companies House along with the application form and filing fee of £100. Outstanding documents typically include Confirmation Statements or accounts which were not previously filed by their due date and any penalty payments or filing fees owed to Companies House. The purpose of sending these documents along with the application is to bring the records held by Companies House up to date.

Additionally, if the company had assets e.g. property at the time of dissolution, a Waiver letter from Bona Vacantia must be prepared and sent to Companies House. As a brief explanation, when the company is dissolved, its assets become ‘Bona Vacantia’ and belong to the Crown. Therefore, a Crown representative must give written consent to the company’s restoration. This is obtained from the Treasury Solicitor by application, at a cost of £64. If the administrative restoration application is successful, the assets which were held ‘Bona Vacantia’ can be obtained.

When will the company be restored?

If all required fees and documentation have been submitted to Companies House and all conditions are met, the Registrar of Companies should come to a decision on whether the company should be restored within two weeks of obtaining the application and supporting documents. A notice is issued to the applicant to confirm the application was successful and has been accepted.

The information in this article is believed to be factually correct at the time of writing and publication, but is not intended to constitute advice.  No liability is accepted for any loss howsoever arising as a result of the contents of this article. Specific advice should be sought before entering into, or refraining from entering into any transaction.