Technology &
Internet Law

Restoring Companies to the Register

Many people think that once the company has been wound up or struck off, you cannot restore it to the register. However, they are wrong.

Reasons for Company Restorations

People want to restore companies to the register for a whole variety of reasons but they usually have something to do with wanting to get your hands on actual or potential assets of the company. In many cases the company will have been struck off simply because they did not file returns and ignored the reminders from Companies House.

Three Notices from Companies House

Many company officers find out the their company has been struck the register when their bank contacts them and informs them that their bank account has been frozen. Companies House will issue three notices. Should no reply be received, the company will be dissolved without further notice. In many cases it is simply the result of an administrative error in filling out a form, that has led to the recording of the registered address of the company that is either incorrect or does not exist.

Other reasons for restoring companies, even liquidated ones, revolve around recovering assets, although that may more often involve collecting unclaimed VAT or tax refunds or pursuing legal claims against a third party.

It is important to distinguish between a company that has been liquidated and a company that has simply been struck off. If a company has been liquidated, the company may be restored two years from the date the company was dissolved. If a company has been struck off (usually for failure to file returns), you have 20 years from dissolution to restore the company to the register.

An Alternative to Restoration

Restoring a company to the register can be a costly process and sometimes people choose to form a new company with the same name. However, this new entity is a separate legal entity and claiming the financial benefits which were due to a company no longer on the register is fraud and indeed it is fraud on the beneficiary of the companies assets after liquidation or other dissolution (i.e. usually the Crown). Bearing in mind the value of the benefit of restoring the company to the register, paying around £1,000 to do so suddenly sounds attractive when compared with the prospects of committing a criminal act of fraud.

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NEED TO KNOW MORE?

For further information on company law and company restorations, contact Maitland Kalton or Julian Danobeitia.  Should you prefer to telephone, call us on +44 (0)207 278 1817.

Kaltons Solicitors, Suite 302, Spitfire Studios, 63-71 Collier Street, London, N1 9BE. Telephone +44 (0)20 7278 1817; Fax: +44 (0)207 278 1835.

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