Restoring your company after strike off

A company can be stuck off the register at Companies House for many reasons, including failing to comply with its legal obligations and/or failing to file certain documents at Companies House such as confirmation statements or annual accounts for example. Another example includes voluntary strike off by the directors.

But what happens if the company is closed but there is still money held in the company account?

In one instance, assisted in a situation whereby a company was struck off the register, but cash assets remained in the company’s bank account, the cash assets were therefore deemed as ‘vacant goods’ and were automatically transferred to the Crown under the principle of bona vacantia. The director of the struck off company sought to recover the cash asset but was unable to as it has already been passed to the Crown. The only way therefore for the director to recover the cash asset was to restore the Company to the register and thereafter apply to the Crown for the return of the cash asset.

Please note this article focuses on Court-Ordered Restoration, but the route of Administrative Restoration may apply to some scenarios and circumstances.

Court-Ordered Restoration

The Court understands that situations can arise whereby a company needs to be or ought to be restored; however, parties looking to restore the company via the route of Court-Ordered Restoration must comply with and follow a certain procedure in order to obtain such restoration.

Court-Ordered Restoration (“Restoration”) pursuant to s1029 of the Companies Act 2006 is obtained by making a Part 8 claim and application to the Court to restore the company to the register. The claim may be brought by the former directors and shareholders of the company, someone with a contractual relationship with the company or creditors/anyone with a claim against the company.

Depending on the company’s share capital, the claim is made in either the High Court in London (or any one of its district registries) or certain county courts that deal with restoration.

However, as with many types of claims and applications, the Court has certain criteria to be met, and information provided when making the Restoration application. The Court is looking for a supporting witness statement which will need to include (but not limited to), an explanation as to the circumstances of the company having been struck off, the financial position of the company and why the company needs to be restored.

Should the Court issue the Claim, a hearing will be listed for 3 months’ time to allow for the Claimant to meet the requirements of both the Treasury Solicitor and the Registrar of Companies. It is important that the Claimant follows the obligations expected of them when liaising with the Treasury Solicitor and the Registrar of Companies (such as service of the Claim, dealing with waiver letters etc) as a failure to do so may hinder receiving the sought order for restoration.

Matters post restoration

After a successful restoration of the Company to the register (as per the above), the company was able to reclaim the cash asset back from the Crown and be distributed accordingly.

Making a claim to the Court to restore the company to the register will require the Claimant to give legal undertakings to the Court upon the company being restored. If these are not met, the Claimant can face legal consequences.

If any assistance is required in restoring your company to the register, please contact a member of the dispute resolution team who will be happy to help.