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Introduction

If after reading this booklet you are unsure how to proceed, you should either:

• consult a solicitor The Law Society has a find a solicitor facility on its website
• contact the Citizens Advice Bureau
• contact Community Legal Advice on 0845 0345 4345

This booklet does not deal in any great detail with administrative restoration under

Sections 1024 1028 of the Companies Act 2006

Details of this procedure are set out in Companies House guidance booklet GP4 Strike-off, Dissolution and Restoration, which can be found at:

http://www.companieshouse.gov.uk/about/gbhtml/gp4.shtml

The Treasury Solicitor is unable to offer any advice or guidance over and above what is set out in this booklet.

Process to restore a company name to the Register of Companies

Flowchart diagram: process to restore a company name to the Register of Companies

PDF, 121 KB, 1 page

1. Who makes the application

See Section 1029 of the Companies Act 2006

An application to the court to restore the name of a company to the Register of Companies can be made by one of:

• the Secretary of State
• any former director of the company
• any person having an interest in land in which the company had a superior or derivative interest
• any person having an interest in land or other property:
  • that was subject to rights vested in the company
  • that was benefited by obligations owed by the company
• any person who but for the companys dissolution would have been in a contractual relationship with it
• any person with a potential legal claim against the company
• any manager or trustee of a pension fund established for the benefit of employees of the company
• any former member of the company (or the personal representatives of such a person)
• any person who was a creditor of the company at the time of its striking off or dissolution
• any former liquidator of the company
• where the company was struck off the register under section 1003 (voluntary striking off), any person of a description specified by regulations under section 1006(1)(f) or 1007(2)(f) (persons entitled to notice of application for voluntary striking off), or by any other person appearing to the court to have an interest in the matter

Except in the case of a personal injury claim the application for restoration must be made within six years of the date of dissolution of the company.

For the purposes of bringing a claim for damages for personal injury an application for restoration can be made at any time.

If a company was struck off under section 652 or 652A of the Companies Act 1985 an application may be made at any time before:

• 1 October 2015 (six years after commencement of these provisions of the Companies Act 2006)
• the expiration of the period of 20 years from publication in the London Gazette of notice under the relevant sectionwhichever occurs first.

The repeal of Sections 651 and 653 of the companies Act 1985 does not affect any application made under those sections before 1 October 2009.

2. In which court can the application be issued?

To find out which court has jurisdiction to deal with the application you need to check the registered office of the company at the time it was dissolved and the County Court which has bankruptcy jurisdiction over that address.

The Central London County Court in London has jurisdiction to deal with the application regardless of where the registered office was situated.

Certain, but not all District Registries have Chancery jurisdiction and so can deal with all restoration applications. The District Registries that have this jurisdiction are Birmingham, Bristol, Caernarfon, Cardiff, Leeds, Liverpool, Manchester, Mold, Newcastle-upon-Tyne and Preston. Like the High Court these District Registries have jurisdiction to deal with the application regardless of the situation of the registered office.

Certain County Courts can deal with restoration applications provided that:

• the registered office of the company is within its jurisdiction;
• the issued share capital of the company does not exceed 120,000; and
• the Court has not been excluded from having winding up jurisdiction.

The index, which shows the County Court for a particular area, can be found at:

https://www.find-court-tribunal.service.gov.uk/

The index also shows whether a County Court has winding up jurisdiction by using the work type Bankruptcy in the about your issue box.

If your local County Court does not have winding up (Bankruptcy) jurisdiction it will be attached to another County Court in the area which has the necessary jurisdiction. This will be shown in the Court search results.

3. How do I make the application?

The application is made by completing a Claim Form, a draft of the text of which can be found at Appendix A, under Part 8 of the Civil Procedure Rules 1998. A draft can be found at http://www.justice.gov.uk/forms where you would search for the Form/leaflet number N208. This is the standard form that begins the proceedings and should be sent to the relevant Court (see 2 above) for issue. The Court fee for issuing the Claim Form is currently 280 and the remittance should be made payable to HMCTS (Her Majestys Courts and Tribunals Service).

4. What evidence will I need?

You will need to file a Witness Statement with the Court. An outline Witness Statement can be found at Appendix B, in support of the Claim Form. A copy must also be sent to the Registrar of Companies once the proceedings are issued by the Court.

The Witness Statement should contain:

• the reason why the claimant has the right to make the application and under which sub-section of section 1029 of the Companies Act 2006;
• the date of incorporation of the Company and under which Act, the Certificate of Incorporation should be exhibited;
• the address of the registered office of the Company;
• the basic objects of the Company, the Memorandum and Articles of Association should be exhibited;
• the share capital of the Company, both authorised and issued, and, if a member makes the application, the number of shares held by that member. The names of the officers, (director(s) and secretary) of the company;
• a full explanation of the circumstances in which and the reasons why the name of the Company was struck off the Register of Companies;
• any factors arising with regard to the time limits in S1030 of the Act;
• the date on which the Registrar of Companies struck the name of the Company off the Register and the date on which notice thereof was published by him in the London Gazette;
• where the claimant is a director or member of the company, the financial position of the company at the time of its dissolution and (if different) its financial position at the time it is restored;
• that the sole reason for seeking restoration is to recover the funds in a company bank account, transfer a property registered in the name of the company e
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