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Voluntary strike off and dissolution
Companies 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 a company was dissolved because it appeared to be no longer carrying on business or in operation, a former director or member may apply to the registrar to have the company restored. This is called ‘administrative restoration’. If the registrar restores the company 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 gives details of the requirements relating to administrative restoration.

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

Only a former director or former member of the company, who was a director or member at the time the company was dissolved can apply.

3. Can an application for administrative restoration by made in respect of any company?

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

struck off the register under sections 1000 to 1002 of the Companies Act 2006;
dissolved for no more than six years at the date the registrar receives your application for restoration.
If a company meets the above criteria, an application for restoration may 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 company became bona vacanti, the applicant must provide the registrar with a statement in writing from the relevant Crown Representative giving consent to the company’s restoration. (see chapter 2 question 4).
it has delivered all documents necessary to bring the company up to date and paid any outstanding late filing penalties. See question 5.

4. How do I apply for administrative restoration?

You must send an ‘Application for administrative restoration’ (Form RT01) to the registrar together with a statement of compliance confirming that the applicant is legally entitled to make the application (see question 1) and that the conditions for restoration are met (see question 2).

The registrar’s fee for processing the application is £100. Please make cheques payable to ‘Companies House’ and write the company 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 company 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 company was dissolved; and
penalties due for accounts delivered on restoration, if the accounts were overdue at the date the company was dissolved.
You must also pay the appropriate filing fee on submission of any outstanding documents.

The level of any late filing penalty depends on how late the accounts are when we receive them. In the case of accounts delivered on restoration, the registrar will normally disregard the period during which the company was dissolved. For example, a set of accounts that you should have delivered 2 months before a private company 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 company.

The company is not liable for late filing penalties for accounts received on restoration but which became due while the company was dissolved. For further information about penalties, please see our 'Late Filing Penalties' guide.

6. What happens next?

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

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

If the registrar decides not to restore the company to the register, the applicant may apply to the Court for restoration within 28 days even if the period for restoration has expired. (see question 1 of this chapter).

7. Why would a company be restored with a different company name?

If at the date of restoration the company’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 company is to be restored. You can check whether the company’s name is the same as another on the register by using the WebCheck service. On restoration, we will issue a change of name certificate as if the company had changed its name.

Alternatively, we may restore the company to the register as if its registered number is also its name. The company then has 14 days from the date of restoration in which to change the name of the company. Alternatively, the directors can pass a resolution to change the company name. You must deliver a copy of the resolution and notice (Form NM05) of the change of name to Companies House including the appropriate fee. If the documents are accepted we will issue a change of name certificate. For further information on change of name please see our ‘Life of a company part 2 Event driven filings’ guide.

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

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

8. What happens when the company has been restored?

When it has been restored, the general effect is that a company 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 company and all other persons in the same position as they were before the company was dissolved and struck off. Any such application to the Court must be made within 3 years of the company being restored.