A dissolved business has been disbanded and removed from the company's house registry. The business ceases to exist when this happens and is no longer able to trade. Nevertheless, in certain cases, a dissolved company can be brought back to life by filing for administrative restoration to Companies House. The alternative course of action in situations where this is not a viable option is to seek a court order to restore a dissolved corporation.
Request for the institutional reconstruction of a dissolved company
A dissolved corporation may be revived by way of administrative restoration under section 1024 of the companies act 2006 if all the following conditions are fulfilled.
- The company was struck from the register under section 1000 or 1001 of the companies act 2006 (Registrar power to strike off the defunct company) e.g. the company had failed to deliver registration documents or reports to companies house and /or had failed to respond to further correspondence from the registrar.
- The request for administrative restoration is made by a former director of the dissolved company or its shareholder.
- The firm was taken off the registry and dissolved in the last 6 years by Companies House.
By submitting the following to Companies House, you may apply for the administrative reconstruction of a dissolved firm.
- Completed application to register administrative restoration (form RT01) (or form LL RT01 if you apply to restore an LLP).
- A review or order by post for £100.
- Any unpaid paperwork and fines the company would have had to pay had it not been dissolved e.g. annual report with any late filing penalties and certificates of confirmation.
- A letter of waiver from bona vacantia(if the company had assets) confirming that the government legal department (formerly treasury solicitors department) has no objection to the restoration of the business. If the company has been registered in Lancaster or Cornwall, then the letter from the duchy of Cornwall or duchy of Lancaster must be obtained from bona vacantia.
The application should be sent to the respective registrar by post i.e. house Cardiff companies for English and Welsh businesses: House Edinburg companies for Scottish businesses: house Belfast companies for northern Irish businesses.
Restoration of a corporation dissolved by court order
It is not possible to apply for administrative restoration to a company's house if the 6 years restoration period has expired or a company has been voluntarily dissolved (i.e. a company director filed DS01 to have the company struck off).
In such cases, the only alternative is to apply by court order to restore a corporation. It is more complex and time-consuming to rebuild a business in this manner and it is recommended that you obtain independent legal advice before taking this course of action.
The process begins by sending to the court a completed claim form and a witness statement (this may be the companies list, formerly called the companies court or some county courts that may handle such applications) along with the £280 remittance fee.
Former directors or shareholders are not the only ones who can apply for a court order to restore a company. Any of the following will also be able to make a request.
- Worked for enterprise
- Has done business with the firm
- Are the company owed money
- Is liable for the employee pension fund in the business
- Have a mutual or conflicting interest in land or property
When the name of a dissolved corporation is no longer available?
When a company is dissolved and the register is struck off its name becomes available. This means that another company may have been incorporated using the dissolved company name or one that is considered too similar during the time your company was not in existence. If this happens you will need to select a new name before applying for restoring your service.
If Companies House refuses the alternative names and is unable to file the company will be reinstated under its original company registration number(CRN) which will act as a temporary name. You will then have to choose a new company name and contact Companies House 14 days after the restore date.