Ch 38: Dissolved Companies (July 1997)


March 2010

38.1 Introduction

Dissolution marks the end of a company’s life. This chapter deals with the circumstances in which the Registrar of Companies may dissolve a company, both before and after the making of a winding-up order; the circumstances in which the official receiver would apply for the dissolution of a company to be deferred once he/she has completed the administration of the liquidation; the legal position regarding any company assets after the date of dissolution, i.e.  bona vacantia; when a company may be restored to the register and the action needed by the official receiver to cause a company to be restored to the register.


The chapter is divided into parts as follows:

Part 1   Dissolution prior to winding-up (paragraphs 38.2 – 38.26)

Part 2   Dissolution after winding-up (paragraphs 38.27 – 38.32)

Part 3   Early dissolution (paragraphs 38.33 – 38.43) 

Part 4   Dissolution after completion of winding-up (paragraphs 38.44 – 38.46)

Part 5   Deferred Dissolution (paragraphs 38.47 – 38.54)

Part 6   Disqualification proceedings subsequent to dissolution (paragraph 38.55)

Part 7   Bona vacantia (paragraphs 38.56 – 38.70)

Part 8   Administrative restoration to the register (paragraphs 38.71 – 38.77)

Part 9   Restoration to the register, the legislation (paragraphs 38.78 – 38.88)

Part 10  Official receiver’s application for restoration (paragraphs 38.89 – 38.92)

Annex 1 PSCD 1st Letter

Annex 2 PSCD Follow Up Letter

Annex 3 Bona vacantia addresses

Annex 4 Sections 652 and 652A Companies Act 1985

Annex 5 Letter to Companies House objecting to dissolution

Abbreviations used

registrar – registrar of companies

Further information

Case Help Manual, Restoration of companies.


[On to Part 1 - Dissolution Prior to Winding-up]