The Registrar of Companies has the power to strike off a company from the Register of Companies, normally when a company has failed to file their Confirmation Statement (previously known as the annual return). A company which has been struck off the Register is in effect dissolved and no longer exists. All the assets of such a company become bona vacantia, i.e. have no owner and therefore become vested in the Crown. This is a particularly acute problem with flat management companies holding the freehold title of a building split into flats. If you wish to recover assets from the company or wish to continue trading, you will need to have the company restored on the Register of Companies.
Company restoration (in effect company reinstatement or company resurrection) can be made via two routes: one is by application to the High Court (and this is very costly), and the other is known as administrative restoration. This is available to restore a company (or an LLP) to the Register of Companies if certain conditions are met. Administrative restoration is not available in cases where a company has been voluntarily struck off. In those cases, in common with applications to restore by third parties, a company restoration by court order will be required.
There are five requirements for making an application for administrative restoration:
- the company must deliver all outstanding Companies House documents needed to bring the record up to date and pay in full any late filing penalties that are outstanding at the time of strike off;
- the company must have been carrying on business or have been in operation at the time it was struck off;
- the Crown Representative (the Treasury Solicitor) must have given his consent to the administrative restoration by issuing a bona vacantia waiver letter;
- the application must be made within 6 years of the strike off; and
- the application must be made by a former director or shareholder.
Any attempt to deal with the assets of a struck-off company, such as its stock, insurance policies, loans, premises and goodwill, may constitute an offence. Incorporating a new company will therefore not provide a legitimate means of carrying on the business of the company or accessing its assets.
London Registrars has a wealth of experience in obtaining administrative restoration of companies together with the necessary Crown waivers and we aim to provide our clients with a professional and cost effective service.
Our price for this service is £399 plus VAT which includes the application to the Treasury Solicitor for the waiver letter, the application to Companies House and the preparation of the Annual Returns or Confirmation Statements outstanding since the striking off, but it does not include the fees to either the Crown Representative or to Companies House, any penalties in respect of accounts that would have been overdue at the of striking off that may become payable on restoration.
In order for the company to be reinstated, any outstanding accounts or financial statements also have to be prepared and filed with Companies House at the time of the application, and we will be pleased to give you a quote on these once we are able to scope the extent of the work involved.
If you would like to discuss your requirements in more detail please contact us.