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What is administrative restoration of a company?

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Written by: Jonathan Munnery

Can a company be restored to the Companies House register after being struck off?

When a company fails to submit its annual accounts and/or confirmation statements to Companies House, directors will receive a reminder in due course. If they ignore communications from Companies House, or don’t file the necessary documents, the company can be forcibly removed from the register.

Administrative restoration is a process by which directors and shareholders can return their company to the register. There are specific requirements before this will be sanctioned, but it can be a relatively fast and inexpensive option if the directors want to trade again, or recover assets that remained in the business.

When directors have voluntarily struck off their own company but wish to restore it – they may have believed their business was no longer required, for example – a different type of restoration is required, and this must be carried out via court order.

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Why would a company be forcibly struck off?

Companies must file their annual accounts and confirmation statements with Companies House. A confirmation statement confirms the details about the company and its directors, which are held there.

If the required documents aren’t submitted, Companies House may issue fines, and ultimately strike off the company name from the register, which essentially means it no longer exists.

How to carry out an administrative restoration

Is the company eligible?

  • The company must have been forcibly struck off the register by Companies House, rather than directors voluntarily dissolving their company
  • Administrative restoration can only take place within six years of the strike off
  • A director or shareholder of the company at the time of dissolution must make the application
  • The business was in operation until the compulsory strike off

Bona vacantia waiver letter

When a company is dissolved, any assets still held by the business become property of the Crown after a period of time has elapsed. This is known as bona vacantia, and a waiver letter is required from the Bona Vacantia Division of the Government Legal Department before administrative restoration can go ahead.

Application form for administrative restoration

Form RT01 is used to apply for administrative restoration, and must be accompanied by any outstanding documents and payments. These might include annual accounts not yet filed, continuation statements, and any financial penalties that were issued by Companies House prior to removal from the register. A fee of £100 also applies for the restoration process.

What happens when administrative restoration is approved?

Companies are typically restored within two or three weeks of Companies House receiving an application. If they agree to restore a company, the name will once again appear in the official Register of Companies.

The business is treated as if dissolution hasn’t taken place, but a note of the compulsory strike off and restoration is included in Companies House information held about the company. A notice is also placed in the local Gazette advertising the fact that the company has been restored.

If another company has been formed during the period between strike off and restoration, with a similar or the same name, however, it may not be possible to use the name. In this case, the company being restored would have to start again with a different name.

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What if an application for administrative restoration is refused?

Company House may refuse an application for administrative restoration if the required documents and/or payments aren’t included with the application form. In this case, any outstanding annual accounts or liabilities must be paid before it will be sanctioned.

Alternatively, directors/shareholders may be able to restore the company to the register by court order. This process is more expensive, but may be useful if the six-month deadline for administrative restoration has passed.

If your company has been forcibly struck off the register at Companies House, and you want to restore it to continue trade or claim assets, Real Business Rescue can help. Please contact our partner-led team of licensed insolvency practitioners for more tailored advice. We offer same-day consultations, and work from local offices throughout the country.

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