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Hanover Company Services, Ground Floor, One George Yard, London, EC3V 9DF, UK

Company Formation Specialists

Company Restorations

What Is Company Restoration?

If a limited company has been dissolved, it may apply to be ‘Restored to the Register’.

Why do limited companies need to be Restored?

The most common reason to restore the company to the register is where the limited company has been dissolved and its assets frozen by the Treasury Solicitor. Companies House may dissolve a company due to non-compliance, e.g. failure to file the company’s Annual Return or Accounts, or failure to contact the company at its Registered Office Address. When the company is dissolved in this way, its bank account is frozen and the assets held by the Treasury Solicitor.

A limited company may be restored if it has been voluntarily dissolved but funds from the company’s bank account have not been taken.

Discretionary Grant –

This enables companies to recover a limited amount of money from the Treasury Solicitor. Dissolved companies can apply to recover up to £3,000 by applying for a Discretionary Grant. If the company has frozen assets of up to £3,500, the Treasury Solicitor will allow their fee to be deducted from this amount. This process takes approximately 3 months.Please contact us for further details.

Administrative Restoration – 

A company may apply for an Administrative Restoration in the event that Companies House has struck them off the register under sections 1000 or 1002 of the Companies Act 2006 (i.e. for non-compliance) within the last 6 years. A company must intend to continue to trade (or hold assets) once restored by Administrative Restoration. The process requires a £64 fee to the Treasury Solicitors in return for a waiver letter and the filing of a RT01 with £100 fee to Companies House.  Once the waiver letter has been obtained the process takes from 4 to 6 weeks at Companies House. Please contact us for further details.

Restoration by Court Order –

A director or shareholder of a dissolved limited company may apply to the court to restore a company to the register within 6 years of the date of dissolution. Third parties may also apply to the court to restore the company e.g. creditors may wish to recover funds, (for further information please seek legal advice). The process involves, the Courts and the Treasury Solicitor and will take up to three months. The difference between this option and the Administrative Restoration is that the company is not obliged to continue to trade when restored, and any late accounts or returns do not have to be prepared.

If the application is successful, the company will be restored to the register and deemed to have continued in existence as if it had not been struck off. All forms filed will be available on the public record. With this process it is possible to apply to the court to restore the company for the sole purpose of recovering frozen assets and dissolve it immediately after.

Once we have received all forms and payments the restoration process takes approximately 3 months.  Excluding our fees, there are the Court fee of £280 and the Treasury Solicitor’s fee of £300.  It does not include any fees that may be due to the Registrar for outstanding penalties and filing fees.Please contact us for further details.

Which option is best for me?

It is important to take time to consider all aspects of why you want to restore your company to the register. When you call us to discuss your best options, we will ask you to confirm your full intentions – do you want to restore the company merely to recover frozen assets? Or do you need to continue to trade with the same company number? Do you need to restore the company quickly? We will discuss the most cost effective options and weigh up the timescale options with you, to ensure your full needs are met. For example, an Administrative Restoration may be the quickest option, however it may also be the most costly (e.g. taking into consideration late penalty fines, accountant fees, Companies House costs and our administrative charges). 

You may benefit from opting for a Discretionary Grant or apply to the Court to restore the company for the sole purpose of recovering your assets. Costs that have not been covered here are those you may be charged by your accountant in order to bring the company filing up to date.

Will my limited company have to pay taxes?

All limited companies must pay taxes in the UK, whether or not they are trading in the UK. If they are trading outside the UK, they may ALSO be subject to taxation in the country they are trading in.

Limited companies must pay Corporation Tax on their income and profits. They must also arrange a PAYE (Pay As You Earn) system to ensure the company collects and pays National Insurance contributions from employees and directors. Your accountant will be able to assist you with further information regarding Corporation Tax and PAYE. You may also gain further details by referring to Business Link at www.businesslink.gov.uk

Can I use my limited company documents overseas?

If you need to use your limited company documents overseas, you may be asked to supply ‘Legalised’ documents, this may also be referred to as an ‘Apostille’. Firstly, contact the company / agency who require the documents to confirm exactly what they require. This is important, as arranging documents for use overseas takes some time, therefore it is necessary to ensure we satisfy your requirements to avoid unnecessary delays.

The most common requests for documents for use overseas are:

Certificate of Good Standing with Apostille
This is a certificate issued by Companies House that confirms your company has met all its filing requirements. You may request for director, registered office address and shareholder details to be listed on the form (if necessary). A representative from Companies House will sign the certificate, which is then sent to the Foreign & Commonwealth Office to be issued with an Apostille. It is also possible to request a ‘Certified Copy’ of your Certificate of Incorporation, which is a signed copy of the incorporation certificate. You may request director details on this certificate as well.

Notarised documents with Apostille
The organisation you are providing the documents to may ask to see notarised copies of the limited company’s incorporation documents, with an Apostille. This is usually a copy of the company’s certificate of incorporation and Memorandum & Articles (along with any other forms, e.g. first minutes, requested) that is signed as ‘True Copies’ by a Public Notary. The documents are then sent to the Foreign & Commonwealth Office to be issued with an Apostille.

Legalised documents

The above services are suitable for use in countries that are party to the Hague Convention (please refer to our price list for a list of these countries. This list is subject to change at any time; therefore we recommend you double check with the organisation first. We will also check this before proceeding). If the country you wish to use the documents in is outside the Hague Convention, you will need to arrange for the documents to be ‘Legalised’ in addition to requesting an Apostille. This is a stamp issued by the UK based Consulate of the country in question, to confirm that they recognise the ‘Apostille’. Different countries require different documents and have different timescales and charges.

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