Part 14 Dissolution and restoration

June 2011

75.276 Dissolution    

If incorporation is seen as the beginning of a company’s life, dissolution marks  the end of its life.  A company may be dissolved for three reasons:

• the registrar believes the company has ceased trading and is not in operation, see Chapter 38 part 1;
• the company is dissolved on its own application, see Chapter 38 part 1; and
• the company is dissolved after liquidation proceedings, see Chapter 38, part 3, part 4 and part 5.

75.277 Restoration

If a company has been inadvertently dissolved or needs to be restored to the register for a specific purpose then there are two methods to achieve this.

75.278 Administrative restoration

This method is only available to a former director or former member and is called administrative restoration. The registrar of companies can restore the company administratively to the register on the application of a former director or former member. A detailed description of how a company can be administratively restored to the register is set out in part 8 of Chapter 38.

75.279 Restoration by the court

A company can also be restored to the register by court order on the application of, for example, the Secretary of State, a former director or a former liquidator. A full list is shown in paragraph 38.80. Detailed information regarding how a company can be restored to the register by order of the court is contained in part 9 of Chapter 38 and Case Help Manual part, Restoration of companies.

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