Administrative restoration is a straightforward process for restoring a dissolved company to the Companies House register. It is quicker, simpler, and less costly than restoration via court order, but is only available in certain circumstances. Below are the steps and requirements for applying for administrative restoration. Please note that these forms cannot be produced or submitted through the Inform Direct platform.
1. Check Your Eligibility
You can only apply for administrative restoration if all these conditions are met:
- The company was struck off by the Registrar under sections 1000 or 1001 of the Companies Act 2006 (or section 652 of the Companies Act 1985). Usually, this happens when the company is "defunct"—for example, failing to file confirmation statements (annual returns) or accounts.
- The applicant must have been a director or shareholder (member) at the time the company was dissolved.
- The application is made within 6 years from the date of dissolution.
- The company was operating or trading at the time it was dissolved.
Note: If your company was dissolved following a voluntary application by directors, you cannot restore it via administrative restoration. Also, if someone other than a former director or shareholder wishes to restore the company (e.g., creditors), restoration must be sought by court order.
2. Apply for a Bona Vacantia Waiver Letter (If Required)
If the company owned any property at the time it was struck off, that property becomes known as bona vacantia (ownerless property now belonging to the Crown). Before restoration, you must obtain consent from the appropriate Crown representative:
Who to Contact:
- England & Wales: Treasury Solicitor (unless the registered office was in Cornwall or Lancashire, etc., then Duchy Estates via Farrer & Co).
- Scotland: Queen’s and Lord Treasurer’s Remembrancer.
- Northern Ireland: Crown Solicitor’s Office, Northern Ireland.
Application Process:
- For Treasury Solicitor, complete form BVC14 and send it to Bona Vacantia Division, Government Legal Department, PO Box 70165, London WC1A 9HG.
- Pay the required fee via bank transfer, using the dissolved company’s name as the reference.
- If no property was held, or assets were not handled by the Treasury Solicitor, there’s usually no further costs.
You should receive a waiver letter (consent to restoration) within a few weeks. This letter is required for your restoration application.
3. Apply to Companies House for Administrative Restoration
Submit the following together:
- Form RT01 (“Application for administrative restoration to the Register”), or LL RT01 for LLPs. The form requires:
- Company name and registration number.
- Statement of compliance (confirming your legal standing and eligibility).
- Optionally, an alternative company name (if another company now uses your original name).
- Restoration fee: Payable to “Companies House”, with the company number on the reverse of the cheque.
- All outstanding documents: Submit overdue confirmation statements, accounts, and any other documents due before or since the company was struck off.
- Outstanding fees and penalties: Include payment for filings and any late filing penalties—these can be substantial, so calculate carefully. Penalties apply for late accounts, and if multiple periods are outstanding, costs can multiply.
Send all documents, fees, and the waiver letter to Companies House at the address provided on RT01, based on your company’s registered location.
4. Companies House Processes the Application
If all conditions and requirements are met, Companies House should make a decision within about two weeks. You will be notified directly of their decision.
5. Receive the Notice of Restoration
If your application is successful:
- The company is restored and appears as ‘active’ at Companies House.
- A notice of restoration is published in the Gazette.
- Previous striking off and restoration will remain visible in the company’s filing history.
You may then reclaim any assets or monies that were held bona vacantia while the company was dissolved.
Important:
- If another company now uses your original name, you’ll be restored under a new name.
- If no suitable name was provided in RT01, your company may be restored with its company number as its name; you then have 14 days to change it, or risk committing an offence.
What if Your Application is Rejected?
Companies House will explain the reasons for rejection. You might:
- Provide the missing documents or fees.
- Apply for restoration via court order (may be available even after the ordinary deadline, if done within 28 days).
- Consider a discretionary grant for asset recovery.
- Form a new company (if trading is the only aim).
Summary
Administrative restoration is a practical solution for directors or shareholders looking to restore a dissolved company struck off by Companies House for non-compliance. As long as you meet the criteria and follow the document and fee submission process, restoration is generally swift and straightforward. If denied, alternative routes are possible.