Company Restoration: How to Restore a Dissolved Company to the Companies House Register

Why a Company Might Be Dissolved 

Running a business comes with its challenges and sometimes a company may close due to a number of reasons. At times its owners may choose to retire or move on which means they choose to strike off or voluntarily dissolve their company. In other cases, a business may be struck off due to non-compliance. Some companies may be liquidated due to their unpayable debt.

However, dissolution doesn’t always mean the end of the road. In some situations, a company can be restored and continue trading as before. If you’re wondering can i reopen a dissolved company? The answer depends on a number of factors such as why it was dissolved and how much time has passed. We’ll get into that next.

Types of Company Restoration

There are two main routes on how to reinstate a dissolved company and these are: administrative restoration or restoration by court order. Both depend on how your company closes.

How to Restore a Dissolved Company: A Step-by-Step Guide

Administrative Restoration

In order to qualify for administrative restoration you must meet these criteria:

• You were a director or shareholder
• It was struck off (dissolved) by Companies House within the last 6 years
• It was trading at the time of the dissolution

The process for administrative restoration is pretty straightforward, however it can be costly. At the time of writing it costs £468 to restore a company which must be paid to Companies House. To restore your company you must:

• Prepare and file a RT01 Form
• Sign a waiver letter from Bona Vacantia 
• Prepare outstanding documents such as old company accounts and confirmation statements 
• Send these documents, alongside your cheque, to Companies House.

If your application is successful, your company will be restored as soon as you receive a confirmatory letter from Companies House.

If your application is rejected you can apply for a court order. 

Restoration by Court Order 

This process is typically necessary if the company was dissolved involuntarily, such as for non-compliance. Before you start you need to:

• Determine whether you are eligible: A court order is required if the company was struck off by Companies House rather than voluntarily dissolved by its directors. Usually, former directors, shareholders, or creditors can apply.
• Determine if you are within the time limit: You typically have up to six years from the date of dissolution to apply for restoration. However, if the company held assets when dissolved, there may be no time limit.

A court order is more complex than an administrative restoration, here’s how it works: 

• Submit a Claim Form (N208) and a Witness Statement to the relevant court. 
• Notify relevant parties by sending copies of the application to Companies House, the Treasury Solicitor (if the company had assets), and any other relevant authorities.
• Pay all outstanding fees and penalties. Any overdue filings, penalties, or unpaid taxes must be settled. 
• Attend a court hearing. A judge reviews the application and decides whether to grant the restoration.
• Receive and file the court order. 
• Send your court order to Companies House along with any outstanding documents.

Once Companies House processes the order, the company is officially restored to the register and can resume trading as if it had never been dissolved.

Restoring a company by court order can be complex, so seeking legal or professional advice is often recommended.

Common Challenges and How to Overcome Them

Restoring a company isn’t always straightforward. A few challenges can arise during the process, but there is a way to manage it all effectively.

Missing Documentation 

One of the most common issues is the lack of necessary records, such as past accounts or confirmation statements. To resolve this you can check whether Companies House or your accountant holds copies of the missing documents. If records are lost, there are existing professional services which can often help recreate them.

Outstanding Debts or Penalties 

If the company owed taxes or had unpaid penalties before dissolution, these must be settled before restoration. You’ll need to contact HMRC as early as possible to clarify what is due and arrange payment plans if needed.

Objections from Interested Parties

In some cases, shareholders, creditors, or even regulatory bodies may oppose the restoration. To prevent any delays, try to inform all interested parties in advance and be prepared to provide justifications for the company’s return.

Court Delays and Legal Complexity 

The court process can take time, and legal complexities may arise, especially if assets were transferred after dissolution. Using a solicitor or company restoration specialist can help navigate the legal aspects efficiently.

While restoring a company by court order can present challenges, thorough preparation and professional guidance can make the process smoother. Ensuring compliance with all requirements will help avoid unnecessary delays and get your business back on track.

Bringing Your Business Back to Life 

Restoring a dissolved company may seem daunting but with the right approach, it doesn’t need to be! The key to successful restoration is to be prepared. Make sure you meet the criteria, prepare all your documents and settle all outstanding fees.

While the process is complex, professional guidance can make it much easier. Experts can handle any paperwork and just give you peace of mind. If you’re ready to bring your business back to life, taking the right steps is crucial to set you on a smooth path to restoration.