Administrative restoration to the register
A former director of a company that has been struck off or a member of an LLP that has been struck off can apply for administrative restoration
If a business was dissolved because it appeared to be no longer carrying on business or in operation, a former director or member of a company or member of a limited liability partnership (LLP) can apply to the registrar to have the business restored. This is called 'administrative restoration'.
To be eligible for administrative restoration, the company or LLP must have been:
- struck off the register by the Registrar of Companies
- dissolved for no more than six years at the date the registrar receives the application for restoration
If the business meets the above criteria, an application for restoration may be made if it:
- was carrying on business or in operation at the time it was struck off
- has delivered all documents necessary to bring the company up to date and paid any outstanding late filing penalties
If any property or rights belonging to the business became bona vacantia at the time of dissolution, the applicant must give the registrar a statement in writing from the relevant Crown representative giving consent to the business' restoration. For information about bona vacantia property and contact details, see the page in this guide on involuntary strike-off.
Applying for administrative restoration
An application for administrative restoration must be made in writing. For companies, use form RT01 and for LLPs, use form LL RT01. The appropriate form must be sent to the registrar with the fee (currently 拢100) and a statement confirming that the applicant is legally entitled to make the application and that the conditions for restoration are met - as per the body of form RT01/LL RT01.
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The applicant must also meet the Crown representative's costs or expenses (if there are any), and the company or LLP must pay any statutory penalties for late filing of accounts - for information on these, see our section on Companies House annual returns and accounts. The business will also have to pay the filing fee on submission of any outstanding documents.
If the registrar decides to restore the business to the register, this will take effect from the date the notice is sent. If the registrar decides not to restore the business, the applicant can apply to the court for restoration within 28 days, even if the period for restoration has expired. See the page in this guide on applying for a court order to have a business restored to the register.
The notice restoring the business will include its registered number and name. If the former name has since been taken by another business, a new name must be chosen: the application can give another name, in which case a change of name certificate will be issued on restoration.
Alternatively, the business may be restored with its registered number as its name, in which case the directors or members have 14 days in which to choose and register a new name. You must tell Companies House by sending form NM05 (for a company) or form LL NM01 (for an LLP) with a copy of the resolution (for companies only) and the appropriate fee.
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After restoration
The general effect of restoration is that the business is deemed to have continued in existence as if it had not been dissolved or struck off the register. The court may order that the members or directors be put in the same position as they were before the company or LLP was dissolved and struck off. Any such application must be made within three years of the restoration. A notice will also be placed in the relevant Gazette.