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What Is A Restoration By Court Order? And Why Are Companies Reinstated To The Register?

If a company has been voluntarily dissolved and removed from the register at Companies House, then it can be restored, but only by a court order. The restoration by court order process can be lengthy, and in some circumstances costly. However, there are a number of reasons why it may be advantageous for a certain interested parties to go down this route.

What Is A Restoration By Court Order?

Once a company has been dissolved and removed from the Companies House register, all of its assets are transferred to the Crown in a state known as ‘bona vacantia’. This literally translates as ‘vacant goods’ and can refer to all company assets including property and cash. However any liabilities that the company holds do not transfer to the crown and are usually extinguished.

The only way to recover these assets is by applying for a court order to restore the company to the register, in effect reinstating it as if it had never been dissolved.

The restoration by court order process can take up to 15 weeks to complete and involves paying numerous fees. These include court fees of £308, a fee of £300 to the Registrar of Companies, and fees to enlist the services of a professional to handle the application.

Why Are Companies Reinstated To The Register?

There are a number of reasons why a company may be reinstated to the register. Parties who may be keen to restore a previously dissolved company to the register include:

  • Former directors or members of the company who may wish to reinstate the company’s trading potential.
  • Creditors of the company at the time of dissolution who wish to recover the monies owed.
  • Any person who would have had a contractual relationship with the company had it not been dissolved, to either reinstate this relationship or claim reimbursement for any breach of contract.
  • Any other person who may have a potential legal claim against the company
  • The manager or trustee of the company employee’s pension fund.
  • Anyone who has an interest in the property or land in which the company owns or has an interest in.
  • Any other person who the court agrees has a reasonable interest in the matter.

Unless the restoration is being made in regards to a personal injury claim, applications for the restoration of a company via court order must be made within 6 years of the original dissolution of the company.

What Information Does The Court Require To Grant A Restoration Order?

In England, Wales and Northern Ireland you must provide the courts with an affidavit or witness statement containing the following information:

  • Details of when the company was originally incorporated and the nature of its objects (copies of original documentation must also be provided to support this), and also its membership and officers.
  • Information regarding its trading activity and, if appropriate, when it stopped trading. Also include comments on the company’s solvency status.
  • Evidence that the original documentation was served.
  • Details of the dissolution and the reasons for doing so.
  • Confirmation (either included in the statement or a copy of the letter attached) that the solicitor dealing with the bona vacantia assets doesn’t have an objection to the restoration of the company.
  • Any further information that can be used to support the case for the restoration of the company.

In Scotland this information (apart from confirmation that the solicitor dealing with the bona vacantia doesn’t have any objections to the restoration, which isn’t required) doesn’t have to be provided in an affidavit, but can be included in the petition to restore.

Begbies Traynor is experienced in providing expert advice and guidance to companies in need of rescue and recovery services. Whether we are working with SME’s or huge multinationals our levels of dedication and service remain consistent. To find out more about how we can help to restore your company, contact our knowledgeable team today.

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