What is administrative restoration of a UK company?

Published: 1st July 2021

Restoring a Dissolved Company to the Register

Administrative restoration is an official process by which companies can be reinstated to the Register of Companies at Companies House, and continue to trade. They may have been forcibly struck off at some point, but it is possible for the directors to restore their business via this procedure.

Businesses are typically struck off by Companies House for failing to submit their annual accounts and confirmation statements - being struck off means the business ceases to exist. Initially, Companies House will issue warning letters and apply financial penalties, but if communications are ignored they may forcibly strike off the company concerned.

When a business is forcibly struck from the register at Companies House, shareholders may have been owed money by the company, and seek to have the business reinstated so they can access these funds.

Begbies Traynor Group can provide information on administrative restoration tailored to your situation, and offer free, same-day consultations.

What are the eligibility requirements for restoring a limited company to the register?

If all the following criteria are met, a company may be reinstated to the register at Companies House via the administrative restoration process:

  • The company was trading at the time it was struck off
  • The strike off was enforced by Companies House by way of the ‘Registrar’s power to strike off a defunct company,’ rather than the directors voluntarily striking off their company
  • A company director or shareholder at the time of the dissolution makes the application
  • The strike off and dissolution occurred within the last six years

It is worth noting that when directors voluntarily strike off their company via Form DS01, the administrative restoration process cannot be used. In these cases restoration must be applied for via court order.

So how do former directors or shareholders apply for administrative restoration in the UK?

How to apply for the administrative restoration of a UK company

Form RT01

Form RT01 is used to restore a business that has been forcibly struck off the Register of Companies - the form can be downloaded from the gov.uk website and printed off. There is also a filing fee of £100, which must be remitted with the form.

The form and fee should be sent to the most appropriate Companies House address - this is dependent on where the business was originally registered.

Bona Vacantia waiver letter (if the company owned assets)

Bona Vacantia is the term used to describe assets that remained in a business that was forcibly struck off – such assets would subsequently be transferred to the Crown if they were not claimed by directors or shareholders.

A Bona Vacantia waiver letter provides the required written confirmation that the Crown representative does not object to the company’s restoration, and that any assets previously owned by the company will be returned. It currently costs £64 to obtain a Bona Vacantia waiver letter.

Any previously unsubmitted documents and fees

These might include outstanding annual accounts and/or confirmation statements, which confirm general information about the company and its directors. A fee of £40 is required for each confirmation statement, in addition to any financial penalties due.

What happens following administrative restoration?

When a company is restored to the register, it is deemed to have been in existence during the strike off period, as if dissolution had not taken place. Companies House typically makes an application decision within two weeks, and informs the applicant in writing.

The company name is restored to the register as ‘active,’ although a note is also placed in the company’s details to say that it was forcibly struck off. If an application for administrative restoration is rejected by Companies House, restoration by court order may be an option.

Sometimes applications are made with the sole intention of recommencing trade rather than recovering assets, in which case forming a new company may be a more suitable course of action.

If your company has been forcibly struck off the register at Companies House and you would like more information and guidance on administrative restoration, Begbies Traynor Group can help. We offer free, same-day consultations, and work from a broad network of offices around the country.

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