Administrative Restoration

17 March 2015

A client had been advised to just let his company be struck off by the Registrar, as he didn’t need it for trading any more and he didn’t want to go to the trouble of applying for it to be struck off.

He ignored the letters from the Registrar, and didn’t file his annual return or his accounts.

Unfortunately, he had not considered the £20,000 or so that was in a company-owned bank account.  He had thought that the money was “his” money and that it wouldn’t matter that the company had been struck off (as far we could tell, nobody had explained that even though he was the sole shareholder in the company, the contents of a company bank account belong to the company, and pass bona vacantia when the company is dissolved).

If a company is struck off by the Registrar of Companies (that is, for non-compliance with the Companies Acts) then there is an option of Administrative Restoration available.

Rather than the complicated and expensive procedure of applying for a court order (where the courts request the Registrar to restore the company), any person who was an officer of or a member/shareholder in the company at the time it was struck off may, within six years of it’s being struck off, apply to the Registrar to have it restored to the register of live companies.  Once so restored, the company is deemed to have continued in existence as if it had never been dissolved.

The application must be accompanied by all of the documents required to bring its record up to date (annual returns and/or company accounts), by a waiver letter from the Treasury Solicitor (which handles the Crown Estates in most of England), and by any late filing penalties which were due to the Registrar at the time the company was dissolved.

In this instance, our client was able to prepare an annual return and a set of accounts, we obtained the appropriate waiver letter from the Treasury Solicitor, and we helped him in making the application to restore his company.  Once the company had been successfully restored to the register of live companies, we understand that he dashed off to the bank!

Finally, you should consider that administrative restoration is only available within six years of dissolution and where the company was ‘simply’ struck off by the Registrar for non-compliance with the Act.  If your client applies to have his company voluntarily struck off, or if the company was wound-up and dissolved (liquidation), then this option is not available and you will need to make an application through the courts.

If you have clients who are in this situation, or if you would like to discuss the options available, or if we can be of any assistance to you in a situation like this or in any other matter, then please do not hesitate to contact us here at Bourse.

““We have used Bourse for all our company formations for many years and have always been very pleased with their prompt and efficient service and with the quality of the documentation they produce for our clients. They are also very helpful and knowledgeable when we ask them for advice and guidance on other Company matters””

Chartered Accountants - Cirencester