Company Restorations

 

When a company is dissolved or struck off the Companies Register, it no longer legally exists. This can cause all manner of problems especially if the dissolution was unintended and the company owns valuable assets. A company can be struck off the Companies Register for a number of reasons. It can be struck off voluntarily by the directors or by Companies House if certain statutory documents are not filed correctly or on time. If the dissolution of the company was not planned or expected, this can cause major problems for shareholders. Fortunately, it is possible to restore the company back to the Companies Register.

The quickest and easiest way to get help is to CLICK HERE TO FILL IN OUR COMPANY RESTORATION ENQUIRY INFORMATION FORM. That way we'll have all the information we need to get started straight away and can then contact you to progress your enquiry without delay.

Typically, the need to restore a company to the Companies Register arises where:

  • A company has been struck off for failing to file annual returns and accounts but its business continues to trade.
  • A third party has an unresolved claim against the company and must take some action against the company to obtain compensation or redress.
  • The company had title to an asset, e.g. money or property, when it was dissolved that is of value or importance.

Once a company is struck off, any assets it owned passes to the Crown as “Bona Vacantia” (meaning vacant goods), and the only way to retrieve these assets is to make a successful application to restore the company.

Methods of restoration

Depending on how the company was struck off and the purpose of restoring the company, there are basically two ways to restore a limited company to the Company Register; a court order restoration and an administrative order restoration.

  • Court order restoration: the company must be restored via an application to court with the option, post restoration, to either continue trading with the company, or to recover assets.The Court procedure is used frequently when the directors have struck the company off voluntarily. If the DS01 form (application to strike off) has been filed, it is not possible to restore a company using the Administrative route. If a claim has been issued which involves the dissolved company, then many shareholders prefer the company to be restored via the Courts. Cort order restorations vary in complexity and some can be very complex indeed.
  • Administrative Restoration: the company is restored by application to the Treasury Solicitors and Companies House. The benefits of this method are relative length of time to complete and minimal costs, unlike with the Court order process which can be very lengthy. This method is most often used when a company has been struck off due to non-compliance (non filing of company documents) and is still continuing to trade.The company will need to bring statutory documents up to date such as any Annual Returns and Accounts and pay any fees associated with them.

Our experience

If your company has been removed from the Companies Register at Companies House either through dissolution or being struck off, we at Fortune Law have a qualified and specialist company restorations legal team at hand to assist in restoring your company back to the Companies Register. We offer a high quality and professional service which will ensure that all work is done to the highest standard and without delay.

The quickest and easiest way to get help is to CLICK HERE TO FILL IN OUR COMPANY RESTORATION ENQUIRY INFORMATION FORM. That way we'll have all the information we need to get started straight away and can then contact you to progress your enquiry without delay.

In our experience, almost all restoration matters need to be carried out on an urgent basis. We understand that time is an issue and are accustomed to working to tight deadlines, but the process can be lengthy. We are always at hand throughout the process to ensure that we liaise in a timely nammer with the Courts, the Treasury Solicitors and Companies House and ensure that any potential issues or delays are dealt with as quickly as possible. We believe building relationships with clients is a fundamental part of business and we work hard to understand our client’s needs.

We are based in Central London with easy access to the Courts and also Companies House. We can hand deliver and collect documents where necessary, to speed up the process ensuring you do not have to wait unnecessarily for matters to progress.

We take full responsibility for drafting the necessary legal documentation including reviewing and analysing correspondence received from the Treasury Solicitors. We will keep you regularly updated to minimise stress and hassle providing peace of mind.

We are regulated by the Solicitors Regulation Authority (SRA) and carry professional indemnity insurance of up to £3million.

Our fees

Our fees to restore a company are a fixed fee of £899.00 plus VAT and disbursements for our ‘Administrative Restoration’ legal service. Court Order Restorations are more complex and fees will depend upon the individual case but an indicative fee would be £1299 plus VAT and disbursements.

Disbursements on your matter will vary depending on the restoration method, and on the individual circumstances. Please call to discuss and we can advise you of what the total fee will be. The disbursements range from the following:

Court Order Restoration

Royal Courts of Justice fee £308

Registrar of Companies fee £300

Claim issued in person.  In our experience a Court Order Restoration can take 10-12 weeks for the company to be restored to the Register at Companies House but this depends on the specific circumstances. Being based in central London in close proximity to the Companies Court, we are able to attend the Court in person to have the claim issued on the same day with a hearing date given at the same time for an additional fee of £199 +VAT.

Administrative Restoration

Treasury Solicitors fee £64

Registrar of Companies fee £100

If the registered office of the dissolved company was situated in Lancashire or Cornwall at the date of strike off then there will be an extra charge of £125+VAT payable to the Duchy of Lancashire or Duke of Cornwall as appropriate. In the case of an administrative restoration, this fee replaces the Treasury Solicitors costs of £69.

The Registrar may issue late filing penalties relating to accounts that were overdue for filing at the date the company was struck off. For each annual return that is overdue the filing fee is either £15, £30 or £40 depending on the date that the annual return was due.

With a strong expertise in commercial, contract and property law, our in-house team are available to assist you throughout the restoration process, and post restoration if required. Whether the company is being restored to recover money, property, or to pursue a legal claim, we are at hand to help.

For a free no obligation discussion about restoring your company, the method and process involved and whether or not it is right for you, please contact us by emailing us on enquiries@fortunelaw.com or do give us a call on 020 3102 6372.

 

CASE STUDIES

We have detailed below four case studies of real life scenarios where our clients have needed their company restored and the underlying purpose. These are limited examples however and client objectives and circumstances do vary. Please note for reasons of confidentiality we have used different names.

Case 1

John the Accountant came to us for help as he had advised his client to strike his company off using the DS01 form, but forgot to mention that the funds in the company bank account would be frozen once this happened. John called us up and explained the situation and we instantly confirmed that this was something we could assist with. This was of great reassurance to him and his client, as they thought the funds may have been irretrievable.

Case 2

Sarah came to us with the dilemma of having her company struck off as she had forgotten that she needed to file the Company Annual Return. She was extremely worried that this had incurred high penalties and she still needed the business to remain open as she had ongoing business with customers and suppliers. Fortunately, it was only the Annual Return that was overdue on the day the company was struck off, so there were no late filing penalties. We were able to restore the Company back to the register using the Administrative Restoration route, which was a relatively quick process, leaving Sarah to continue trading with her business without any disruption.

Case 3

Stephen was the majority shareholder of a company that owned the leasehold property which was also his family home. He now wanted the sell that property, but found out he was unable to as it was in fact owned by the company, and not himself as an individual. The Company however had been struck off using the DS01 form procedure. We were able to advise him that as the majority shareholder, and as a resident in the property, he could restore the company for the purposes of a sale to an interested buyer. This was possible without the need for all the documentation to be updated, as an undertaking was given to the Treasury Solicitor to restore the company solely for the purpose of selling the property.

Case 4

A recent company we restored had ceased to trade and the directors applied for the company to be voluntarily struck off. They followed all the correct procedures to strike it off the Companies Register. However 4 weeks post dissolution they attempted to take money out of the business bank account, but as the company now legally did not exist, the bank account was frozen. Given the sums involved, the directors had to take immediate action and called us in to assist believing that the funds would never be recovered. We reassured the client that this situation was not unique to them and that we could help rectify the matter and recover their funds. Given that this was a situation where money was involved, an application to the Court was necessary. We prepared the necessary documents, made the application to the Court for restoration, we liaised with the Treasury Solicitors and Companies House and within 8 weeks the company was back on the register as an active company. Given that the sole reason for restoration was to recover money, we provided an undertaking to the Courts that the company would not trade and once the money was recovered, the company would be dissolved again. The normal time frame given by the Court is approximately 3 months to recover any assets owed to the Company, before the directors have to strike the company off again. However, only 2 weeks after applying to the Treasury Solicitors for the outstanding balance, our client received a cheque for the total amount of money in the company’s bank account.

 

For a free no obligation discussion about restoring your company, the method and process involved and whether or not it is right for you, please contact us by emailing us on enquiries@fortunelaw.com or do give us a call on 0203 102 6372.