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Legal 500 | 2020 Edition

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Company Restoration

Our team of insolvency lawyers is experienced in Company Restorations following the dissolution of a company.

We are able to advise you on the most efficient and cost-effective way to achieve a successful company restoration.

We have particular experience in advising clients where complications have arisen and there appears to be an insurmountable obstacle preventing company restoration.

We take pride in guiding our clients through such tricky technical problems and working with them to deliver the desired outcome.

If you are looking to restore a dissolved company, please feel free to call our expert team who will be happy to provide you with an initial no obligation consultation:

What does it mean when a Company is Dissolved?

A company is a separate and distinct legal entity from its shareholders and directors.

When a company is dissolved it means:

  • it is struck off the Register of Companies
  • it no longer legally exists
  • it is no longer able to trade
  • its bank accounts are frozen
  • any assets of the company become Bona Vacantia (meaning ‘vacant goods’) and will be passed to the Crown
  • any outstanding debt will be written off.

What are the reasons to Restore a Company?

There are many reasons to restore a company including:

  • the company may wish to continue trading – this is often the case where a company has been struck off by the Registrar of Companies for failing to comply with its statutory obligations such as filing company accounts with Companies House
  • to recover assets belonging to the company
  • to enable the company to be served with and face new legal proceedings.

How can Company Restoration be achieved?

The route available for company restoration will vary according to whether it was struck off by voluntary application or by the Registrar of Companies.

In general, an application for restoration must be made within six years of the date of dissolution.

There are two routes available:

  • Administrative Restoration
  • Restoration by Court Order

Administrative Restoration

This is the simpler process of the methods of company restoration. It is the quicker and cheaper method but is only available in limited circumstances. If the criteria are not met, then an application for restoration by court order will be necessary.   

When does Administrative Restoration apply?

This procedure:

  • only applies to a company struck off by the Registrar of Companies whilst it was carrying on business.
  • does not apply to a dormant company. The company must have been conducting business at the time of the striking off.
  • cannot be used by a company dissolved at its own request.

Who can apply for Administrative Restoration?

An application can be made by a director, member or shareholder of the company.

When can an application for Administrative Restoration be made?

An application must be made within six years of the date of dissolution of the company.

What is the process for an application for Administrative Restoration?

  • Ascertaining from Companies House the reasons for the strike off e.g. failing to file accounts or annual returns.
  • Preparation of a formal application to Companies House.
  • Securing the consent of the Crown (Treasury Solicitor) to the application.
  • Submitting any outstanding or overdue statutory returns to Companies House.
  • Payment of fees due for statutory returns as well as any penalties for late filing.

Restoration by Court Order

Restoration by Court Oder is a more complicated procedure, usually takes longer and can be more expensive than Administrative Restoration.

When does Restoration by Court Order apply?

It applies where a company was dissolved on a voluntary basis by the company directors or shareholders.

Who can apply for Restoration by Court?

The list of persons eligible to make such an application includes:

  • the Secretary of State
  • any former director of the company
  • any person having an interest in land in which the company had a superior or derivative interest
  • any person having an interest in land or other property that was:
  1. subject to rights vested in the company
  2. benefited by obligations owed by the company
  • any person who, but for the company’s dissolution, would have been in a contractual relationship with it
  • any person with a potential legal claim against the company
  • any manager or trustee of a pension fund established for the benefit of employees of the company
  • any former member of the company (or the personal representatives of such a person)
  • any person who was a creditor of the company at the time of its striking off or dissolution
  • any former liquidator of the company.

When can an application for Restoration by Court Order be made?

  • within six years of the date of dissolution of the company
  • for the purposes of bringing a claim for damages for personal injury, at any time.

What is the process for an application for Restoration by Court Order?

In outline:                                      

  • a claim form and supporting witness statement are lodged with the court
  • the court will issue and return the claim form
  • the claim form and signed witness statement will be served on the Registrar of Companies and the Treasury Solicitor
  • the Treasury Solicitor will reply setting out the requirements of the Registrar of Companies, which may include the submission of documents to Companies House and the provision of Undertakings
  • a Bona Vacantia letter will be obtained from the Treasury Solicitor confirming that the Crown has no interest in the property of the company
  • the Consent Order and any Undertakings will be agreed
  • the sealed Consent Order will be issued by the court
  • the sealed Court Order is served on the Registrar of Companies.

What are the potential complications?

When the correct procedure is followed, the application usually proceeds relatively smoothly. However, certain complicating factors can arise such as:

  • The form of the undertaking will need to be agreed with the Treasury Solicitor and provided to the Court. The nature of the undertaking will vary dependent upon the reason for the application to restore the company.

For example, if the company is being restored to commence trading again, the form of undertaking may include the requirement to file accounts and annual returns.

In addition, there may be a requirement to provide an undertaking to dissolve the company once the purpose of restoration has been fulfilled (e.g. the recovery of frozen assets).

  • Either the Registrar of Companies or HMRC do not consent to the restoration being sought.

How Can We Help You?

Our team of insolvency lawyers is experienced in dealing with all issues regarding Administrative Restoration and Restoration by Court Order.

We have particular experience in assisting clients in company restorations where complications have arisen and there appears to be an insurmountable obstacle preventing restoration.

We take pride in guiding clients through such tricky technical situations and delivering the desired outcome in a cost-effective way.

Who Can I Contact For Help? 

We welcome new enquiries by telephone or email.

Our team of expert lawyers is here to guide you in relation to any issues arising from company restorations.

We are happy to provide an initial no obligation confidential consultation at our offices in London, Birmingham or Manchester or via video conferencing facilities.

Contact

Mr Stuart Southall | Head of Insolvency Team
ssouthall@kangssolicitors.co.uk
0121 449 9888 | 020 7936 6396

Mr Tim Thompson
tthompson@kangssolicitors.co.uk
020 7936 6396 | 0121 449 9888

Mr Naz Maqsoom
nmaqsoom@kangssolicitors.co.uk
0161 817 5020 | 0121 449 9888

 

    The team is intelligent, hardworking and determined to do a professional job

    Legal 500 | 2020 edition

    An acute attention to detail and a tenacity that clients really rate are features of this firm

    Legal 500 | 2020 edition

    The lawyers are ‘knowledgeable and approachable’

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    Birmingham

    2 Wake Green Road, Moseley
    Birmingham, B13 9EZ

    0121 449 9888

    London

    9 Carmelite Street,
    London, EC4Y 0DR

    020 7936 6396

    Manchester

    76 King Street
    Manchester, M2 4NH

    0161 817 5020