If your company has been removed from the Companies House Register of Companies, you may need it to be restored to give you authority to deal with your company assets.
Without restoration, any assets that the company owned at the time of its removal from the Register become ‘bona vacantia’, or ownerless. This means that they pass to the Crown. To take back ownership of the assets, it will be necessary to have the company entered into the Register again.
Why Might a Company be Struck Off of the Companies House Register?
There are numerous reasons why the Registrar of Companies might strike a company off of the Register, including:
- Accounts were not filed on time
- The annual confirmation statement was not filed
- Legal requirements were not adhered to
- The company ceased trading
- The company did not have any appointed directors
Is a Company Warned Before Being Struck Off?
A company will be sent a minimum of two formal warnings before being struck off. These letters will give details of the issues that need to be addressed.
You are strongly advised to seek expert help to try and avoid being struck off. If you can comply with the requirements and provide Companies House with evidence that this has been done, they should not proceed with the striking-off process. They must have reasonable grounds to go ahead.
If their requirements are not met, Companies House will publish a notice in the Gazette warning that the company will be struck off in two months. You can apply to suspend the striking-off, but you will need to deal with the outstanding issues at the same time.
Where Companies House are not satisfied that there has been compliance, they can publish a notice that the company has been struck off two months after the first notice.
What Happens After a Company is Struck Off?
If a company is struck off, it will cease to exist and any assets it owns will no longer have an owner. Ownerless goods, or goods that are bona vacantia, will pass to the Crown. The treasury solicitor can decide what to do with them, which could include selling them. To avoid this, you would need to restore the company to the Register.
Other consequences of a company being struck off include a potential investigation into directors’ actions and loss of the right to dispute the strike off.
How Can I Restore My Company to the Companies House Register?
If your company has been struck off, you may want to take prompt action to restore it to the Register so that you can recover company assets. There are two options for doing this:
- Administrative restoration
- Restoration following a court order
Administrative Restoration
An application can be made to Companies House to restore the company to the Register if:
- You were a company director at the time that the company was dissolved
- The company was struck off within the last six years
- The company was trading when it was struck off
There is a form to fill in and a fee of £100 to be paid.
You will also need to comply with any requirements raised by Companies House at the time of the striking-off. This includes paying any penalties that may have been charged, for example, late filing fees.
If the company had assets that you want to recover, you would need a letter from the Bona Vacantia division of the Government Legal Department waiving their right to the assets.
You will also need to make a statement confirming that you have standing to apply for restoration of the company and that you have met the legal requirements of the Companies Act 2006.
If it is not possible to apply for an administrative restoration or the restoration is denied, then you can consider making an application to the court. There is a time limit of 28 days to apply to the court if administrative restoration is denied.
Court Order for Company Restoration to the Register
Unlike the administrative process, which requires the applicant to have been a company director when the company was struck off, a range of individuals can ask the court to restore a company to the Register, including:
- A former company director
- Anyone with an interest in land in which the company had a superior interest
- Anyone who was in a contractual relationship with the company, including employees
- Anyone with a potential legal claim against the company
- Former members of the company or their personal representatives
- Creditors of the company at the time of its dissolution
An application needs to be sent to the court together with the court fee and a statement setting out why the company should be restored.
If the court grants the restoration, any company assets held by the Treasury Solicitor will be owned by the company again. If an asset has been sold, then the money received in the sale will be transferred to the company.
Restoration will allow creditors and other claimants to pursue legal action against the company in the hope of securing payment.
Contact Our Corporate Solicitors
If your company has been struck off or you wish to pursue a claim against a company that has been struck off, contact us today.To speak to one of our expert company solicitors, ring us on 0330 173 3980, email us at info@witansolicitors.co.uk or fill in our contact form and we will talk through your situation with you and discuss how we can help.
