Once a company has been struck off, there is a set procedure to follow before a company can be restored and this can be time consuming and stressful. Restoration cannot be done without a court order and the paperwork requested is very specific. Use this article as a straightforward guide and checklist, but also consider getting professional help and advice.
The decision on who can make the application really depends on why the company was struck off in the first place and who was involved. If the company has been struck off at its own request (this is a form 652a application) any of the parties who must be notified of the application can apply to the Court within 20 years of dissolution for the name of the dissolved company to be restored to the register.
If the company was struck off at the instigation of the Registrar, then the company or a member or creditor of it can apply for restoration. When it is the company that applies for its own restoration a member of the company must also be an applicant to give any necessary undertakings to the court.
When a company is actually dissolved, then the liquidator or any other interested party such as a creditor can apply for restoration, normally within two years of dissolution. However this application can be made at any time it its purpose is to bring proceedings against a company for damages for personal injuries or fatal accidents.
Applications to the High Court can be downloaded from www.courtservice.gov.uk and cases are also heard at district registries. Alternatively an application can be made to a County Court that has the authority to wind up the company. See more detailed guidance on www.tsol.gov.uk
Evidence needed by the Court includes an affidavit (statement of truth) or a witness statement confirming that:
- the original document was served and
- the solicitor dealing with the bona vacantia assets has no objection to the restoration of the company (a copy of his or her letter should be attached to the affidavit or witness statement)
The affidavit or witness statement should also cover:
- when the company was incorporated and the nature of its objects ( a copy of the certificate of incorporation and the memorandum and articles of association should be attached
- its membership and officers
- its trading activity and, if applicable, when it stopped trading
- an explanation of any failure to deliver accounts, annual returns or notices to the Registrar of Companies
- details of the striking-off and dissolution
- comments on the company’s solvency
- any other information that explains the reason for the application
The Registrar will provide information to assist in an application to the Court and will normally ask for certain information before the Court hearing. These include:
- delivery of any statutory documents to bring the company’s public file up to date (sent at least 5 working days before the hearing)
- the correction of any irregularities in the company’s structure
There are costs and penalties which, for late penalty filing for instance can vary from £100 to £5,000.
When the order for restoration is made an office copy of the order with the court seal must be delivered to the Registrar by the applicant wishing to restore the company. Once this is done the company is regarded as restored and is regarded as having continued in existence as if it had not been struck off and dissolved.
Restoration takes time and money. In most cases it is completely avoidable anyone who has been forced through the restoration process simply because they have filed returns too late or failed to inform Companies House of a change of registered address will testify that it is stressful and the business suffers in the meantime. Far better to regard Companies House paperwork as an absolute priority and keep in control.