UK Limited Company Restoration
If a limited company has been removed (struck off or
dissolved under the Companies Act) from the Register
at Companies House it forfeits its assets and they pass (deemed to be
bon vacantia) to the either The Crown, The Duchy of Lancaster or
Cornwall. The only way a struck off or dissolved UK limited company can
release these frozen assets is by way of an application to the Treasury
solicitor and the Registrar of Companies under the Companies Act, for a company restoration.
To take this route to restore a company and continue
trading you need to bring all of the company's affairs up to date. It is
sometimes possible to make an application to release frozen cash or
assets and immediately strike the company off again, which is less
onerous and often more economically viable, as it avoids a full company
restoration. Other reasons to restore a company could be to pursue an
injury claim, pay debts, realise pension funds, realisation of assets
for members (shareholders), complete a lease or property transaction.
It is worthwhile noting that prior to being struck
off or dissolved a notice is placed by the Registrar of Companies in the
London Gazette. It can pay to be vigilant if you have interests in one
or more companies and one can subscribe to notification services to be
on the lookout for such important events.
Contrary to popular myth the formation of a new UK
limited company with the same name as the struck off or dissolved
company is not an alternative to restoration of a company to the
Register. It will be a different company - a new company formation is
exactly that - a new company registration - and the assets of the
previously dissolved company will remain beyond your reach unless the
proper procedures are followed for restoration to the Register at
Companies House. If you trade prior to being restored to the Register
there can be serious legal repercussions, including personal liability
for "company" debts and a host of contractual and other legal issues.
As online company restoration advisers and specialists
we can assist you with the procedure for application to the Treasury
solicitor and Registrar of Companies. We will deal with all of the legal
matters and appoint experienced solicitors to submit your application to
Court and the Registrar of Companies on your behalf.
In order to process the application forms you need to complete
a simple questionnaire in as much
detail as possible.
Company restoration is subject to a 20-year limit from when the
company was struck off. Please be advised that until a court order has
been obtained, the company will not be restored. This is not guaranteed
and in any event is not automatic.
A court date to restore the company is normally set between 4-6 weeks
after the forms have been lodged with the courts. This interim period is
necessary to make sure all the statutory forms for the company have been
brought up to date for Companies House (for example Accounts and Annual
If the purpose for restoration is purely to release funds amounting
to less than £3,000 in cash it is not always necessary to issue
proceedings to restore the Company. This is because the Company does not
intend to trade. Each case will be decided on merit and is at the
discretion of the Treasury Solicitor.
The vast majority of cases are straightforward and the fees below
will apply. In the event that the restoration encounters difficulties
(if say a 3rd party were to oppose it) it is not possible to predict the
professional costs, but no costs will be incurred without prior
The fees are as follows :
|Companies House legal fee
||see below *
* If no court appearance is required the fee will be £50
. If a court appearance is necessary the fee can be expected to be
approximately £200- £250 depending on the urgency of the case.
If the registered office of the Company is situated in Lancashire or
Cornwall there will be an extra charge of £100 payable to the Duchy
of Lancaster or Cornwall as appropriate.
Please note that the above costs do not include any Companies House
late filing penalties the company may incur.
We require an initial fee of £1,200 in order to process your
Should you have any queries please do not hesitate to