Part 8 Administrative restoration to the register

March 2010

38.71  Introduction

The Companies Act 2006 introduced a new administrative restoration procedure which enables, in certain circumstances, an application to be made to the registrar to restore a company without a court order [Note 1]. 

38.72 Who can apply for administrative restoration

An application to the registrar may only be made by a former director or a former member of the company [Note 2].  It is not possible for the official receiver or liquidator to apply for the administrative restoration of a company.

38.73  Circumstances in which an application may be made

An application to restore the company administratively may be made where the company has been struck off the register pursuant to the power of the registrar to strike off non-trading companies [Note 3]. An application can be made whether or not the company has been dissolved [Note 4]. The application must be made within 6 years from the date of dissolution [Note 5].

38.74 Conditions for administrative restoration

The registrar must restore the company if, and only if, the following conditions are met;

• the company was carrying on business or in operation at the time it was struck off [Note 6],
• the Treasury Solicitor (BV), or the Duchies of Lancaster or Cornwall have consented, in writing to the Registrar of Companies,  to the restoration [Note 7],
• the applicant has delivered to the registrar such documents as are necessary to bring the company’s records up to date [Note 8], and
• paid any penalties that were outstanding at the date of dissolution or striking off [Note 9].

38.75 Statement of compliance

The application must be accompanied by a statement of compliance. The statement must include confirmation that the person making the application has standing to apply (see paragraph 38.75). The statement must also include confirmation that the requirements have been met (see paragraph 38.77). The registrar may accept the statement of compliance as providing sufficient evidence to accept the application [Note 10].

38.76 The decision of the registrar

The registrar must give notice to the applicant of his/her decision [Note 11]. If the application is accepted then the restoration takes effect from the date that notice is sent [Note 12]. Where the registrar agrees to the restoration he/she must make an entry in the register showing the date the restoration takes effect. The registrar must publish notice of the restoration in the Gazette [Note 13].

38.77 Effect of administrative restoration

Once the company has been restored to the register it is deemed to have continued in existence as if it had not been dissolved or struck off. However the company is not liable to a penalty imposed by the registrar for any failure to file accounts and reports after the date of dissolution or striking off and before the date of restoration. An application may be made to the court at any time within 3 years after the date of restoration to make such provision as seems just for placing the company and all other persons in the same position (if possible) as if the company had not been dissolved or struck off [Note 14].

[Back to part 7 Bona vacantia] [On to part 9 Restoration to the register, the legislation]