Article – Administrative Restoration

Posted on by Ceri John

The Companies Act 2006 brought in a new process to administratively restore a company to the register without having to go to court. Anybody looking to restore a limited company to the register should refer to section 1024 of the Companies Act 2006 initially and consider the requirements to qualify for administrative restoration.

As of late Companies House have noticed a number of incorrect applications for administrative restoration and are encouraging people to ensure they submit all documents accurately and within the permitted time period.

TOP SIX REASONS FOR REJECTIONS (provided by Companies House)

1. Treasury solicitors ‘bona vacantia’ waiver letter missing
2. Late filing penalties missing/incorrect
3. £100 filing fee for the Form RT01 missing
4. Filing fees for forms AR01 missing
5. Incorrect fee for forms AR01
6. Insufficient documents filed for intervening years

With this in mind BIRR Legal Services have complied the following Article to assist anybody looking to restore a company to the register via this procedure.

OR

BIRR Legal Services can complete an administrative restoration for your company for only £350 + VAT, including all disbursements.

If you are looking to actively restore the company yourself please note that the disbursements alone will cost above £200, there are a vast number of pages to complete, detailed applications are required and the process can take over 3 months if done incorrectly.

Companies continually highlight that customers are having problems sending the correct information to Companies House in a timely manner so our advice is to use BIRR Legal Services for an administrative restoration but if you want to go it alone please read the information below.

What is Administrative Restoration?

Under certain conditions, where a company was dissolved because it appeared to be no longer carrying on business or in operation, a former director or member may apply to the registrar to have the company restored to the register, this is called ‘administrative restoration’. If the registrar restores the company it is deemed to have continued in existence as if it had not been dissolved and struck off the register.

Who can apply to have a company restored to the register?

Only a former director or former member of the company, who was a director or member at the time the company was dissolved can apply.

Can an application for administrative restoration be made in respect of any company?

No.  To be eligible for administrative restoration, the company must have been:

  • struck off the register under sections 1000 and 1001 of the Companies Act 2006 or section 652 of the Companies Act 1985 
  • dissolved for no more than six years at the date the registrar receives your application for restoration.

If a company meets the above criteria, an application for restoration may be made if it meets the following conditions:

  • it must have been carrying on business or in operation at the time it was struck off.
  • If any property or rights belonging to the company became bona vacantia, the applicant must provide the registrar with a statement in writing from the relevant Crown Representative giving consent to the company’s restoration.

This last statement is called a ‘Bona Vacantia waiver letter’, and must be obtained from the relevant Crown representative. A fee will be applicable.

The list below itemises the documentation that must be filed with the Application for Restoration as a complete package to avoid delays:

  • FORM RT01/LL RT01  
  • ALL OUTSTANDING ANNUAL RETURNS AND ACCOUNTS
  • ALL OUTSTANDING LATE FILING PENALTIES 
  • A BONA VACANTIA WAIVER LETTER
  • ALL FILING FEES

What happens after an application for restoration has been made?

The registrar will give notice to the person who has applied for restoration of his decision. 

If the registrar decides that he will restore the company to the register the
restoration will take effect from the date he sends the notice. The notice will include the company’s registered number and the name of the company.

Categories: Company Secretarial Services, Information

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