Company restoration by court order: what business owners need to know

When a company is dissolved (or “struck off”) and removed from the Companies House register, it ceases to exist as a legal entity. However, in some circumstances it may be possible – and necessary – to restore the company to the register.

Restoration effectively treats the company as though it had never been dissolved, allowing it to recover assets, resolve outstanding liabilities or pursue legal claims.

Why might a dissolved company need to be restored?

There are several reasons why restoration may be required, such as:

Recovering company assets

When a company is dissolved, any assets still owned by it generally pass to the Crown as bona vacantia (ownerless property). This can include cash held in company bank account, property, investments and intellectual property rights.

Restoration may enable those assets to be recovered or compensation to be claimed if they have already been disposed of.

Administrative mistakes

Companies are sometimes struck off unintentionally because filing obligations have been overlooked. If a company was still trading or intended to continue operating, restoration may be necessary.

Outstanding claims or liabilities

A dissolved company may need to be restored to pursue a legal claim, defend proceedings, collect money owed to it, obtain tax repayments or resolve outstanding liabilities.

Two routes to company restoration

The Companies Act 2006 provides two methods of restoring a company, namely administrative restoration and restoration by court order.

Administrative restoration is usually the quicker and simpler option but is only available where Companies House has forcibly struck off the company for failing to meet filing requirements, and only former directors or members can use this process.

Restoration by court order must be used if a company was struck off by its directors voluntarily, and in such instances an application to the court is made to restore a company to the register.

This route is broader and can be used by a wider range of applicants, including creditors, former liquidators and individuals with legal claims against the company.

Who can apply?

The court can permit company restoration where the applicant has a sufficient interest in the company. This may include former directors, former shareholders, creditors, former liquidators, individuals with contractual rights against the company, potential claimants and government bodies.

What does the process involve?

Restoration by court order requires a formal application to the court, supported by evidence explaining why the company was dissolved, why restoration is required together with an explanation of the applicant’s interest in the company.

The application is typically served on both Companies House and the Treasury Solicitor, who may require certain steps to be taken before consenting to the restoration.

If the court grants the application, the company is restored once the order is filed with the Registrar of Companies and notice is published in The Gazette.

Key considerations for company restoration

Time limits

In most cases, an application must be made within six years of the company’s dissolution, although some exceptions apply.

Company name availability

A dissolved company’s name becomes available for use by others. If another business has adopted the name before restoration, the restored company may need to trade under a different name.

Cost and complexity

Court applications can be time-consuming and costly. In addition to legal fees and court costs, there may be outstanding Companies House filings, penalties and other compliance requirements to address.

Taking advice early

Company restoration can be a valuable remedy, particularly where significant assets or claims are involved. However, the process is technical and mistakes can result in unnecessary delay and expense.

Seeking legal advice at an early stage can help ensure that the correct restoration route is used and that the application proceeds as efficiently as possible.

If you are considering restoring a dissolved company, please get in touch with our corporate and commercial team who can advise on the available options and guide you through the process. 

Our corporate & commercial team is rated by national legal guides The Legal 500 and Chambers UK. The department’s expert lawyers can help businesses big or small on a variety of challenges that may arise.