There are many circumstances in which a party may wish for a private limited company to be restored to the Register of Companies (“the Register”). One such example could be where the title to a property is held in the name of a dissolved company and that title requires to be transferred. In that circumstance, the company would require to be restored to the Register before the title could be transferred. Other examples could include where there are other assets which are held by the company (for example, bank accounts), where the company wishes to continue or re-commence trading, or where there are debts which are owed by the company to creditors.
Why might a company be struck off or dissolved?
There are various reasons why a company may be struck off or dissolved. This can include, for example, where members of the company have failed to lodge accounts or confirmation statements timeously with Companies House. It can also include where the company itself has chosen to dissolve (for example, because it had ceased trading). There are circumstances in which the company may also be dissolved as a result of action taken by a third party (for example, where liquidation has been brought by creditors).
What happens when a company is struck off or dissolved?
When a company is struck off or dissolved, this means that it no longer exists as its own separate legal entity. The company no longer exists and cannot therefore, for example, continue to trade, enter into any contracts, or purchase or sell any assets. Where a company holds assets after it has been dissolved or stuck off, those assets vest in the Crown (the King’s and Lord’s Treasures Remembrancer (KLTR)).
How can a company be restored to the Register of Companies?
In circumstances where a party wishes to restore a company, there are two means by which it may do so:- (1) by administrative restoration, or (2) by court restoration. Which process the party requires to undertake to restore the company will depend upon the circumstances.
Administrative Restoration
Under administrative restoration, a party may apply to Companies House for the company to be restored administratively. Administrative restoration is only available where:-
• The applicant is a former director or shareholder.
• The company has been struck off or dissolved within the previous six years.
• The company was trading at the time it was dissolved.
• Where the company had assets, the Crown has consented to the restoration.
In those circumstances, the applicant should submit a Form RT01 to Companies House, together with a cheque for £100, and any documentation which is outstanding (for example, any outstanding accounts or confirmation statements). The applicant should also make payment at that time of any applicable filing fees or penalty payments.
Court Restoration
Where the company cannot be restored administratively, it must be restored by court order. In those circumstances, an application (“petition”) requires to be lodged at the Sheriff Court or Court of Session. This can be done by persons having an interest in the restoration of the company and, again, subject to certain exceptions, must be brought within six years.
Once the petition has been warranted by the court, it requires to be served upon parties having an interest. This will include the Register of Companies and the KLTR. The petition should also be intimated on the Walls of Court and advertised in the Edinburgh Gazette. In the event that no party opposes restoration of the company following service and advertisement, the applicant may move the court to grant the order. Once granted, the Interlocutor confirming the order should be sent to Companies House. Once restored, the company will be deemed to have continued in existence as if it had not dissolved or been struck off.
TC Young have experience in assisting clients to have private limited companies restored by court order. If any advice in this area is required, please contact one of our team here.
