Striking-Off, Dissolution and Restoration
How do I apply for a company to be struck off the Register?
Complete and send us Form 652A with a £10 filing fee: The Registrar will provide the form on request. However, striking-off is only applicable to a private company if, in the past three months, it has not:
- Traded or otherwise carried on business.
- Changed its name.
- Disposed for value of property or rights that, immediately before ceasing to be in business or trade, it held for disposal or gain in the normal course of that business or trade.
- Engaged in any other activity except one necessary or expedient for making a striking-off application, settling the company’s affairs or meeting a statutory requirement. A company can, however, apply if it has settled trading or business debts in the previous three months.
How do I apply to restore a company to the Register?
A company may only be restored by a court order, so legal advice should be sought.
Who can apply?
A member or a creditor of the company, within 20 years of dissolution. If the company was dissolved following an application under section 652a, any of the parties who must be notified of the application may also apply.
The Company or any person who was a member or creditor of the Company when it was dissolved can make the application. An application can be made within 20 years after the date of publication in the London Gazette of a notice that the Company's name has been struck off the Register of Companies. How long does it take? Provided we can secure the agreement of the Treasury Solicitor to the application (which we can do in the vast majority of cases) it usually takes 6/8 weeks commencing from the day the application is filed in the court.
Who can apply to have a company restored to the register?
This will depend on the provision under which the company was dissolved. There are normally two possibilities:
Section 652 of the Companies Act 1985 - for companies struck off following a Form 652a application (at the company's own request) any of the parties who must be notified of the application can apply to the Court within 20 years of the date of dissolution for the name of the company to be restored to the Register. The Court may order restoration if it is satisfied that:
- The person was not given a copy of the company's application.
- The company's application involved a breach of the conditions of the application.
Companies struck off at the instigation of the Registrar - the company, or a member or creditor of it can apply to the Court for restoration within 20 years of the date of dissolution. When a company applies for its own restoration, a member of the company must also be joined in the proceedings so as to be responsible for the costs of the Registrar of Companies.
Where a company is dissolved the liquidator or any other interested party, such as a creditor, can apply to the Court for the dissolution to be declared void. In most cases the application must be made within 2 years of the date of dissolution, but it can be made at any time if the purpose is to bring proceedings against a company for:
- Damages for personal injuries including any sum under Section 1(2)(c) of the Law Reform (Miscellaneous Provisions) Act 1934 (funeral expenses)
- Damages under the Fatal Accidents Act 1976 or the Damages (Scotland) Act 1976.
In which Court can a Restoration Application be issued?
To find out which court has jurisdiction to deal with the application we need to check the Registered Office of the company at the time it was dissolved.
The Companies Court in London has jurisdiction to deal with the application regardless of where the Registered Office was situated.
Certain, but not all, District Registries have Chancery jurisdiction and so can deal with restoration applications. The District Registries that have this jurisdiction are Birmingham, Bristol, Cardiff, Leeds, Liverpool, Manchester, Newcastle Upon Tyne and Preston. Like the High Court these District Registries have jurisdiction to deal with the application regardless of the situation of the registered office.
Certain County Courts can deal with restoration applications provided that:
- The registered office of the company is within its jurisdiction.
- The issued share capital of the company does not exceed £120,000.
- The Court has not been excluded from having winding up jurisdiction.
If a County Court has been excluded from having winding up jurisdiction it will be attached to another County Court in the area, which does have the necessary jurisdiction.
How do I make the Application?
The application is made by completing a Claim Form under Part 8 of the Civil Procedure Rules 1998. This is the standard form that starts the proceedings.
What evidence will I need?
We will need to file with the Court:
- An Affidavit or Witness Statement in support of the Claim Form. This must also be served on the Registrar of Companies and on the Company if it is a Defendant.
- The Affidavit or Witness Statement should normally contain the following information:
- Full particulars of the interest of the person swearing the Affidavit/ signing the Witness Statement
- The date of incorporation of the Company and under which Act, the Certificate of Incorporation should be exhibited
- The address of the registered office of the company
- The objects of the Company, the Memorandum and Articles of Association should be exhibited
- The share capital of the Company, both authorised and issued, and, if a member makes the application, the number of shares held by that member. The names of the officers, (director(s) and secretary) of the company
- A full explanation of the reasons why the name of the Company was struck off the Register of Companies
- The date on which the Registrar of Companies struck the name of the Company off the Register and the date on which notice thereof was published by him in the "London Gazette"
- If the application is by a member, that the Company is solvent and carrying on business, if that is the case
- Any other information that explains the reason for the application
- The Treasury Solicitor or the Solicitor for the Duchy of Lancaster/Duke of Cornwall will write to you stating that no objection will be raised by the Crown to the order being made, see How do I serve the documents below. On receipt of this letter it should be exhibited to an Affidavit/Witness Statement of Service.
- Where the Company is the Defendant an Affidavit/Witness Statement proving service on the Company should be filed.
Where the application is made by the company/member and it is intended that the company will continue trading the Registrar will normally ask for delivery before the Court hearing of any statutory documents required to bring the company's public file up to date and correct any irregularities in its structure. These documents should be delivered to the Registrar at least 5 working days before the hearing to allow her time to process and examine them, as they may have to be returned for amendment.
How do I serve the Claim Form and supporting evidence?
The Claim Form and supporting evidence must be served on:
- The Registrar of Companies Restoration Section.
- The Treasury Solicitor.
If the registered office of the company was in Lancashire or Cornwall the Claim Form and supporting evidence must also be served on the Solicitor to the Duchy of Lancaster/Duke of Cornwall:
- The company where it is not a Claimant by leaving it at or posting it to the registered office of the company.
The Registrar must be given at least 10 days notice of the hearing to allow her sufficient time to deal with the matter and instruct the Treasury Solicitor.
Who can attend at the hearing?
You may attend in person or be represented by an advocate. The Company can be represented by an advocate or a duly authorised employee of the Company if the Court gives permission.
Courts have indicated that accountants do not have a right of audience in matters of this nature.
The Companies Court in London has adopted a practice of attempting where possible to deal with these cases by consent without a formal hearing, It may be that District Registries and County Courts will also adopt this practice.
What happens when the order for restoration is made?
An office copy of the order, with an original Court seal, must be delivered to the Registrar by the Claimant. A company is regarded as being restored when the order is delivered to the Registrar.
In the case of a restoration Order the company is then regarded as having continued in existence as if it had not been struck off and dissolved.
What does it cost?
The Treasury Solicitor will usually agree to an application subject to undertakings being given to remedy the default e.g. by filing updated accounts. The Registrar’s costs would normally be between £250 to £300, which have to be met by the applicant.
In addition there are our own fees. Please contact us to discuss and obtain more details about restoration to company register.
Where do I apply?
To the High Court, District Registry, or a County Court that has jurisdiction to wind up the company.
What is needed?
Before the court hearing the Registrar would normally ask for:
- The delivery of any statutory documents necessary to bring the company’s public file up to date.
- The correction of any irregularities in the company’s structure.