How to restore a company to the register

If your company, or a company you have an interest in, has been struck off the register and dissolved by the Registrar of Companies at Companies House, and you want to have the company restored to the register, there are generally two options to choose from. 

You need to make sure that you choose the right option to restore your company, which will depend upon the reasons for your decision. Our guide will help you decide which is the right approach for you. 

What is Administrative Restoration of a Company?

If your company was struck off the register at Companies House, for example because you failed to submit your tax returns, but you want your company to carry on trading, you can use the Administrative Restoration procedure.

In order to use the Administrative Restoration for a company, you need to meet the following criteria:

• You must have been either a director or shareholder of the company;
• The company must have been trading at the time it was dissolved; and 
• The company must have been dissolved by the Registrar at Companies House within the last 6 years. 

If you do not meet any of these criteria, you may still be able to get the company restored using the Court Order procedure, which is set out below.

If you meet these criteria for an Administrative Restoration of your company, it is a relatively straightforward administrative process. You will need to produce any outstanding documents required by Companies House, and a pay a restoration fee, along with any other outstanding filing fees or penalties that your company incurred before it was struck off. 

If you meet the criteria and follow the procedure for an Administrative Restoration, your company should be restored and carry on trading.

Getting a Company Restored to the Register by Court Order

Restoration of a company to the Register at Companies House by way of Court Order is the correct procedure to use, where there is no requirement to carry on business once the company is restored, but there is a specific reason for getting the company restored, for example to retrieve a debt owed to the business, or for a third party to sue the business if it owes them a debt. 

This procedure to get a company restored to the register at Companies House can be used by anyone mentioned in Section 1029 (2) of the Companies Act 2006 which sets out who can make an application, and includes:

• any former director or shareholder of the company;
• anyone with interest in land in which the company also had an interest;
• anyone who had entered into a contract with the company; 
• anyone with a potential legal claim against the company; or
• anyone who the company owes money to.

The application using this procedure must also be made within six years of the dissolution of the company, except in the case of a personal injury claim (which can be made at any time) or if the Company was struck off under Section 652 or 652A of the Companies Act 1985.

This application is a more complex procedure than the administrative process, as it requires court proceedings to be issued, and a court fee to be paid. However, once that is done, most cases are dealt with on paper without the need for a hearing, providing that all of the requirements for this type of application have been met.

Get legal help to restore a company to the register

The legal experts at Samuels Solicitors LLP, can help you get a company restored to the register, or advise you which is the correct procedure to use, whether it is a company you used to own and you simply want to run the business again, or if the company closed down owing you money and you want to bring a claim. 

Contact us today to speak to someone who can help you restore a company to the register.