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Voluntary striking off and dissolution
LLPs no longer carrying on business or in operation
Restoration by court order
Administrative restoration
Quality of documents
Further information


Restoration by court order


Unless an LLP is administratively restored to the register, see chapter 4, the registrar can only restore an LLP to the register if he receives a court order. Anyone who intends to make an application to the court to restore an LLP is advised to obtain independent legal advice.

Any LLP which is restored to the register is deemed to have continued in existence as if it had not been struck off and dissolved.

1. Who can apply to the Court to restore an LLP to the register?

Generally, any of the following may make an application for restoration:

any former member, creditor or liquidator;
any person who had a contractual relationship with the LLP or who had a potential legal claim against the LLP;
any person who had an interest in land or other property in which the LLP also had an interest, right or obligation;
any manager or trustee of the LLP’s former employees’ pension fund;
the Secretary of State; or
any other person who appears to the Court to have an interest in the matter.


2. How long have I got to make an application to the Court?

Except in cases of personal injury, you must make the application within 6 years of the date of dissolution. For the purposes of bringing a claim for damages for personal injury, you may make an application for restoration at any time, but the Court may not make an order for restoration where it appears that the claim would fail due to legal time limits placed on it.

3. Where do I apply for a Court Order for restoration?

Restoration in England and Wales

If you are restoring an LLP that was registered in England or Wales, you must apply to the Court by completing a Part 8 claim form, this is the standard form that starts proceedings. You can download it from the Court’s web site.

The Registrar of the Companies Court in London usually hears restoration cases in chambers once a week on Friday afternoons. Cases are also heard at the District Registries. Alternatively, you can make an application to a County Court that has the authority to wind up the LLP.

More detailed guidance on the restoration process in England and Wales is covered in the "TSols Guide to Company Restoration and Dissolution Void Applications" available on the Treasury Solicitors web site. If you require further information about restoration in Northern Ireland or in Scotland please contact your solicitor.

You must give the registrar at least 10 days notice of the hearing to allow him time to deal with the matter and instruct the Solicitor representing him.

Restoration in Scotland

If you are restoring an LLP that was registered in Scotland, you must apply to the Court of Session or to the Sheriff Court in the Sheriffdom in which the LLP has its registered office.

You can find information and locations of Sheriff Courts at the Scottish Courts website.

You must serve the petition to restore on the registrar of companies in Scotland and any other bodies directed by the court. There is no witness statement required and the period required for responses is set by the Court and only commences when the petition is served on the registrar.

Restoration in Northern Ireland

If you are restoring an LLP that was registered in Northern Ireland, you should serve the originating summons on both of the following:

The Registrar of Companies
Waterfront Plaza
8 Laganbank Road
Belfast
BT1 3BS Royal Courts of Justice
Chichester Street
Belfast
BT1 3JY
The registrar will also require a copy of the witness statement in support of the application.

4. How do I serve documents?

You should serve the claim form and supporting evidence see question 6 on the appropriate registrar of companies and the solicitor dealing with any bona vacantia assets, namely:

For LLPs registered in England and Wales:
The Treasury Solicitor, unless the LLP’s registered office is in Lancaster or Cornwall when it should be served on the solicitor to the Duchy of Lancaster or Cornwall.
For LLPs registered in Scotland:
The Lords Advocate.
For LLPs registered in Northern Ireland:
The Crown Solicitor in Northern Ireland.
The details of the relevant registrars are:

Registrar of Companies for
England and Wales Registrar of Companies for
Scotland Registrar of Companies for
Northern Ireland
Registration Customer Support
Companies House
Crown Way
Cardiff CF14 3UZ

DX33050 Cardiff Companies House
4th Floor
Edinburgh Quay 2
139 Fountainbridge
Edinburgh EH3 9FF
LP - 4 Edinburgh 2 (Legal Post) or
DX ED235 Edinburgh 1

Tel: +44 (0)303 1234 500 (national call rate)
Fax: 029 20380900

Companies House
First Floor
Waterfront Plaza
8 Laganbank Road
Belfast
BT1 3BS

DX 481 N.R. Belfast 1
Documents can be delivered by post and we suggest recorded delivery for safe delivery. The registrars will also accept delivery by hand during normal office hours at Companies House, Cardiff (at any time); Companies House, Bloomsbury Street, London; Companies House, Belfast; and Companies House, Edinburgh.

5. What evidence must I give?

The Court will require;

evidence the originating document was served;
written confirmation that the solicitor dealing with the bona vacantia assets has no objection to the restoration of the LLP (you should attach a copy of his or her letter to the affidavit or witness statement). This does not apply in Scotland;
when the LLP was incorporated and the nature of its objects (you should attach a copy of the certificate of incorporation and incorporation document);
its membership
its trading activity and, if applicable, when it stopped trading;
an explanation of any failure to deliver accounts, annual returns or notices to the registrar;
details of the striking-off and dissolution;
comments on the LLP's solvency; and
any other information that explains the reason for the application.
In England and Wales and in Northern Ireland the above information must be provided in an affidavit or witness statement. In Scotland this information can be provided in the petition to restore.

More detailed guidance on the restoration process in England and Wales is covered in the"TSols Guide to Company Restoration and Dissolution Void Applications" available on the Treasury Solicitors web site. If you require further information about restoration in Northern Ireland or Scotland please contact your solicitor.

The registrar will provide information to assist in an application to the Court. Before the Court hearing, the registrar will normally require delivery of any statutory documents to bring the LLP’s public file up to date. You should send these to the registrar at least 5 working days before the hearing, to allow him time to process or return them for amendment.

6. Why might an LLP be restored with a different name?

The registrar will normally restore an LLP to the register with the name it had before it was struck off and dissolved. However, 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, he cannot restore the LLP to the register with its former name. You can check the registrar’s index of company names by using the WebCHeck service on our website.

If the name is no longer available, the Court Order may state another name by which the LLP is to be restored. 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 an LLP’s name is in our guide Limited Liability Partnerships Incorporation and Names.

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

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.

7. Are there costs or penalties?

Yes. Where property has become bona vacantia, the Court may direct that the claimant meets costs of the Crown representative in dealing with the property during the period of dissolution or in connection with the proceedings. The Court may also direct that the claimant meets the registrar’s costs in connection with the proceedings for the restoration.

The LLP must normally 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;
penalties due for accounts delivered on restoration, if the accounts were overdue at the date the LLP was dissolved.
The appropriate filing fee must also be paid on submission of outstanding documents.

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.

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.

8. What happens when the court makes an order for restoration?

The applicant must deliver a copy of the court order to the registrar to restore the LLP. An LLP is restored when you deliver the order. When restoring an LLP that was registered in Scotland, the registrar in Scotland will require a copy of the order certified by the court.

9. 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. The Court may give directions or make provisions to put the LLP and all other persons in the same position as they were before the LLP was dissolved or struck off. The registrar will also place a notice of the restoration in the relevant Gazette.