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Restoring a dissolved company

A company was struck off and now somebody needs it back — to receive money, to be sued, to hold an asset, or to finish something it started. Here is which route applies and what it involves.

A dissolved company does not exist. It cannot sue, be sued, hold property, or receive payment, and its remaining assets generally pass to the Crown as bona vacantia. That becomes a problem in a surprising number of ordinary situations: a refund or an insurance payout arrives for a company that has gone; a claim needs to be brought against one; a property is still in its name; or a director realises the company was struck off for late filings while it was still trading.

Restoration puts the company back on the register, and the effect is that it is treated as having continued in existence as if it had never been dissolved.

The two routes

Administrative restoration

An application to Companies House rather than to a court. It is the cheaper and quicker route, but it is only available in limited circumstances — broadly where the registrar struck the company off while it was still carrying on business, and a former director or member applies within six years of dissolution. Outstanding filings have to be brought up to date and the Treasury Solicitor's consent obtained where assets passed to the Crown.

Court restoration

An application to the court, which covers everything administrative restoration does not — including a company that was dissolved voluntarily, and applications by creditors and others with an interest. It is slower and it costs more, and once proceedings are on foot it is reserved legal work.

The first question is which route

Applying under the wrong route does not fail politely — it wastes the application and the fee. We establish eligibility before anything is prepared, and if the answer is that restoration will not achieve what you want, we say so.

What we do

What it costs

A fixed fee, agreed in writing before anything starts. It depends on the route, on how far behind the filings are and on whether the Crown holds assets, so it is quoted on the specific company rather than published as a single number.

On top of our fee there are third-party costs you would pay in any event: the Companies House restoration fee, any late filing penalties, the Treasury Solicitor's costs where consent is needed, and — on a court application — the court fee. We set all of those out before you commit.

When restoration is the wrong answer

If you are a creditor, restoring a company is a means, not an end. It only makes sense where there is something to recover once the company exists again. Where there is not, the better conversation is about the debt itself — see Business Debt Recovery, which is the same company.

If the filings are the underlying problem, that is your accountant's territory rather than ours, and Buzz Accounting can pick it up.

Common questions

How long does a restoration take?

Administrative restoration is the quicker route and is dealt with by Companies House rather than a court, but it still takes time and depends on how quickly the Treasury Solicitor and Companies House respond. A court restoration takes considerably longer. We do not promise a date, because nobody honestly can.

Which route do I need?

Administrative restoration is available in limited circumstances — broadly where the company was struck off by the registrar while still carrying on business, and the application is made by a former director or member within six years. Everything else, including a company dissolved voluntarily and most creditor applications, goes to court. Establishing which one applies is the first thing we do, because applying under the wrong route wastes the fee.

I am a creditor and the company that owes me was dissolved. Is restoration worth it?

Only where there is something to recover: assets that passed to the Crown as bona vacantia, an insurance policy that would respond, or a claim worth pursuing once the company exists again. Restoration is not free and it does not create money. We will tell you honestly if the answer is no — and if you are chasing a debt, Business Debt Recovery is the same company and can look at whether there is a better route.

What happens to assets that went to the Crown?

When a company is dissolved its remaining property generally passes to the Crown as bona vacantia. On restoration the company is treated as having continued in existence, and there is a statutory mechanism for recovering property — but it is a process with its own requirements and costs, and where the Crown has already dealt with an asset the position is more complicated. It needs looking at specifically rather than assumed.

Are you solicitors?

No. Buzz Legal Ltd is not a firm of solicitors and is not regulated by the SRA. Preparing and filing a restoration application is not a reserved legal activity, so it is work we can do. A contested court restoration involves conducting litigation, which is reserved — that goes to RHF Solicitors, SRA no. 324115.

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Clear scope · fixed fees available. Buzz Legal Ltd is not a firm of solicitors and is not regulated by the SRA.

Buzz Legal Ltd — non-reserved business legal services. Reserved legal work carried out by RHF Solicitors, SRA no. 324115. Buzz Money Coach · Privacy · Cookies · Complaints · Terms · · Developed by Chivvy
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