The process for restoring a company can be at times straight-forward whilst on other occasions it can be both a difficult and lengthy procedure.
Essentially, the means of restoring a company require certain statutory forms to be completed, a letter of non objection obtained and for all outstanding filing requirements and any resultant fines to be satisfied.
Why Restore a Company
One of the more popular reasons was a person would choose the restore a company would be if the entity owned assets at the time it was dissolved. By default, items of value revert to the crown upon a company being dissolved. The shareholders and directors wanting possession of these assets would have to reinstate the company in order to obtain them.
The Process
The process of restoring a company can be divided in to four categories:
Statutory Forms
Companies House mandate that the form RT01 be completed in order to restore a company. The document requires that the old company name and number be entered and that it be signed by an authorised person.
Where the company name has been used in setting up a company subsequent to the dissolution an alternative name must be provided. The alternative would be subject to the usual testing and criteria applicable to the registration of a new company name. Thus the availability of a particular chosen name would have to be assessed before being volunteered on the form RT01.
Letter of Non Objection / Waiver Letter
Where an application for a company to be restored is made a waiver letter is required from the Bona Vacanti division of the Treasury Solicitors. The charge at the time of writing for the waiver letter is £69 and can be paid by cheque although and bank transfer is possibly the easiest and quickest method of payment.
The waiver letter is essentially a declaration of non objection from the Crown stating that they permit the reversion of the assets to the company and surrender any prior claim to them.
Outstanding Filling Requirements
A significant part of the process to restore a company is that of preparing and submitting outstanding file requirements.
These usually consist of one or more Annual Returns and / or single or multiple sets of annual accounts. These would have to be prepared so that the documents filed for the company since company formation continue unbroken up to the present time.
Other filing documents can be added where for example, the company effectively changed its registered office or had changes in directors or some other event of which Companies House should have been notified of.
Fines
The late submission of accounts carry automatic, predetermined fines which would need to be paid before the company can be restored. The fines are calculated on the basis of how overdue a set of accounts was. Where the fines were payable prior to the company being struck off, these would still stand.
In cases where the company was dissolved before the accounts were overdue, Companies House often negate any fines as the company was not in existence when the fines were incurred.
A cheque for the fines would accompany the accounts and other documents as part of the restoration process.
Once the four above attributes have been compiled and collated, they then represent a formal submission to Companies House for the restoration of the company.
On the basis that all documents and monies are in order, the process of restoring the company can then be completed and the official register updated.
