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Restoring a company to the register

21 July 2014

Companies can be ‘struck off’ the register’, and therefore cease to exist, for a variety of reasons.

But in certain circumstances they can be restored to the register and this is a useful and necessary commercial tool, which directors, shareholders and creditors alike need to be aware of.

For example, it may be necessary to restore a company to rectify a mistake such as failing to transfer ownership of property or contracts from the company prior to its dissolution; or a creditor may want to have a company restored so that it can make a claim against that company for an outstanding debt or breach of contract.

There are two separate procedures:

Applying directly to the Registrar of Companies

This only applies to circumstances where the company has been struck off by the Registrar in the first place, when the Registrar has reason to believe the company has ceased trading (eg the company has failed to deliver its accounts on time despite repeated reminders).If this option is available, you need to be aware that the Registrar is likely to demand that as a condition of restoring the company, the directors must bring the filing requirements of the company up-to-date as though the company had never been dissolved. This is likely to be a complicated and expensive process where accountants will normally need to be instructed.

Applying to the court

When a company has been voluntarily dissolved, the only other way to restore a company to the register is by application to the court. It should be made by the shareholders of the company, as it is likely that any property owned by the company prior to dissolution will be transferred into their names.

When making the claim to the court, the applicant must clearly state the reasons for wanting to restore the company to the register. If it is proposed that the company will start trading again it is crucial that the applicant says this. Failure to do so will mean that the court will order the company to be dissolved again once the purpose for its restoration has been fulfilled. We recommend that you take legal advice to ensure that the restoration process is carried out correctly.

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Chris Wills LLB (Hons)
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