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Voluntary striking off and dissolution
LLPs no longer carrying on business or in operation
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Administrative restoration
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Further information

Administrative restoration

1. What is Administrative Restoration?

Under certain conditions, where the registrar dissolved an LLP because it appeared to be no longer carrying on business or in operation, a former member may apply to the registrar to have the LLP restored. This is called ‘administrative restoration’. If the registrar restores the LLP it is deemed to have continued in existence as if it had not been dissolved and struck off the register.

Section 1025 of the Companies Act 2006 as applied to LLPs by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 gives details of the requirements relating to administrative restoration.

2. Who can apply to have a LLP restored to the register?

Only a former member of the LLP can apply.

3. Can an application for administrative restoration be made in respect of any LLP?

No. To be eligible for administrative restoration, the LLP must have been:

struck off the register under sections 1000 to 1002 of the Companies Act 2006, as applied by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009; and
dissolved for no more than six years at the date the registrar receives your application for restoration.
If an LLP meets the above criteria, an application for restoration can be made if it meets the following conditions:

it must have been carrying on business or in operation at the time it was struck off;
if any property or rights belonging to the LLP became bona vacantia, the applicant must provide the registrar with a statement in writing from the relevant Crown Representative giving consent to the LLP’s restoration. Chapter 2 question 4 contains more details on the Crown Representative; and
the applicant must have delivered all documents necessary to bring the LLP’s records up to date to the registrar and paid any outstanding late filing penalties. Question 5 contains further information on the costs and penalties.

4. How do I apply for administrative restoration?

You must send an Application for administrative restoration of an LLP to the Register – Form LL RT01 to the registrar together with a statement of compliance confirming that the applicant is legally entitled to make the application and that the conditions for restoration are met.

The fee for processing this application is £100. Please make cheques payable to ‘Companies House’ and write the LLP number on the reverse.

5. What are the other costs or penalties involved in making an application for administrative restoration?

The applicant must meet the Crown representative’s costs or expenses (if demanded). The LLP must pay any statutory penalties for late filing of accounts delivered to the registrar outside the period allowed for filing. The penalties that may be due are:

unpaid penalties outstanding on accounts delivered late before the LLP was dissolved; and
penalties due for accounts delivered on restoration, if the accounts were overdue at the date the LLP was dissolved.
The level of any late filing penalty depends on how late the accounts are when the registrar receives them. For example, a set of accounts that you should have delivered 2 months before an LLP was dissolved are normally regarded as 2 months late if you deliver them on restoration and you must pay the relevant penalty before the restoration of the LLP.

The LLP is not liable for late filing penalties for accounts received on restoration but which became due while the LLP was dissolved.
Further information on late filing penalties is in our guide Limited Liability Partnerships Late Filing Penalties.

6. What happens next?

The registrar will give notice to the person who has applied for restoration of his decision.

If the registrar restores the LLP to the register, the restoration will take effect from the date he sends the notice. The notice will include the LLP’s registered number and the name of the LLP. If the LLP is restored to the register under a different name or with the LLP number as its name, that name and its former name will appear on the notice.

If the registrar does not restore the LLP to the register, the applicant has 28 days from the date the notice is issued by the registrar in which to apply to the Court for restoration. Further information on restoration by the Court is in chapter 3.

7. Why would an LLP be restored with a different name?

If at the date of restoration the LLP’s former name is the same as another name on the registrar’s index of company names it will need to choose an alternative name. The application for restoration may state another name by which the LLP is to be restored.You can check the registrar’s index of company names by using the WebCHeck service on our website.On restoration, we will issue a change of name certificate as if the LLP had changed its name.

Alternatively, the LLP may be restored to the register as if its registered number is also its name. The members then have 14 days from the date of restoration to deliver the notice of Change of name for an LLP – Form LL NM01 to Companies House, with the appropriate fee. If the document is accepted we will issue a change of name certificate. Further information on how to change the LLP’s name is in our guide on Limited Liability Partnerships Incorporation and Names.

It is an offence if the LLP does not change its name within 14 days of being restored with the LLP number as its name.

Please note: the change of name does not take effect until we have issued the certificate.

8. What happens when the LLP has been restored?

When it has been restored, the general effect is that an LLP is deemed to have continued in existence as if it had not been dissolved or struck off the register. An application can be made to the Court for directions or provision required to put the LLP and all other persons in the same position as they were before the LLP was dissolved or struck off. Any such applications to the Court must be made within 3 years of the LLP being restored.