Restoring Dissolved Companies to the Register

A dissolved company is one that has been “closed down” and removed from the register of companies held at Companies House. Once dissolved, the company ceases to exist as its own separate legal personality and any remaining assets pass to the Crown.

Companies may be dissolved for various reasons; however, circumstances can change, and a need may arise to revive a dissolved company further down the line.

When is restoration necessary?

A common reason for restoration is simply that the directors and shareholders wish for the company to resume trading and it can be beneficial to do this under the same name and structure.

Alternatively, it may be the case that the company’s assets were not fully distributed when the company was dissolved. If a company holds any assets at the time it is dissolved, those assets pass automatically to the ownership of Crown (bona vacantia). In such cases, restoration becomes a means to retrieve assets before they transfer to the Crown.

Restoration also serves as a valuable tool for third parties, like creditors, who can request the revival of a company dissolved while a debt was outstanding in order to pursue that debt.

How to restore a dissolved company

A company can be restored by administrative restoration or court order. The method used is dependent on why it was dissolved in the first place.

Administrative restoration

While this method is the easier of the two and simply involves filling out the relevant form at Companies House and paying the requisite fee, it can only be used in the following circumstances:

1. The applicant was a director or shareholder of the company;
2. The company was dissolved involuntarily either for late or non-filing of annual accounts and/or the confirmation statement;
3. The company was dissolved less than six years ago;
4. The company was trading at the time of dissolution; and
5. The applicant has obtained the Crown’s consent to.

Administrative restoration takes around one month from the date the application is submitted to be processed. If successful, the company’s restoration will be visible on Companies House.

Court Restoration Order

If the criteria listed above cannot be met, or an application for administrative restoration is unsuccessful, it may be possible to obtain a court order to restore a dissolved company. As with administrative restoration, the company should not have been dissolved more than six years ago.

Importantly, it is not just the directors and shareholders of the dissolved company who can apply to the court. Anyone who has an interest in the company’s restoration can apply for the order and it is up to the court to determine whether their interest is sufficient to grant the order.

The process of obtaining the restoration order is more complex and length than administrative restoration. An application would be filed at the nearest county court along with a witness statement detailing why the application is being made. If successful, the restoration order should be received within four months of making the application however, this is subject to court timetabling.

Restoring a company following dissolution is by no means an easy process especially compared to incorporating a new company; however, it can be necessary for asset or debt recovery.

Should you require any advice or assistance in restoring a dissolved company, please do not hesitate to contact our Corporate team by phone on 0113 207 0000.