When a company is dissolved and struck off the Companies House register, it is sometimes necessary to apply for its restoration. It’s more common than it might sound for a Company to be dissolved, and for assets still to be held in the Company’s name – such as registered heritable property or funds in bank accounts. To recover those assets, you require to apply to the Court to have the company restored to the register at Companies’ House.
Without restoration, property belonging to the dissolved company vests in the Crown as bona vacantia and may be disposed of. Prompt action is therefore often critical. In Scotland the Crown’s interest is represented by the King’s and Lord Treasurer’s Remembrancer (KLTR).
Petitions must usually be made within six years of the date of dissolution, although there are some limited exceptions.
Under section 1029 of the Companies Act 2006, an interested party may apply to the court for an order to restore the company to the register. This blog outlines the legal process, requirements, and key considerations involved in restoring a company to the register by court order in Scotland.
Why Restore a Company?
There are various circumstances in which restoring a company may be essential, including:
- Recovering money held in company bank accounts, property or other assets held in the company's name at the time of dissolution;
- Enabling the company to pursue or defend legal proceedings;
- Resuming business operations;
- Rectifying administrative errors, such as failure to file statutory documents on time.
Who May Apply for Restoration?
The right to apply to the court under section 1029 is available to a range of parties:
- Former directors, shareholders, or members of the company;
- Creditors of the company;
- Any person with a contractual or legal relationship with the company at the time of its dissolution;
- Any person whom the court considers has a legitimate interest in the restoration.
The Court Restoration Process
1. Preparing the Petition
We will prepare a detailed Petition asking the Court to order that the Company be restored to the register at Companies’ House. In order to allow us to do that we will ask you for information about:
- The history of the company;
- The reasons for its dissolution;
- The purpose of seeking restoration.
This Petition is then sent to the Sheriff Court where the Company last had its registered office.
2. Serving the Application and Advertisement
Once the Petition is reviewed by the Court, they will issue a Warrant for Citation. This will make directions that copies of the Petition must be served on the Registrar of Companies and the Crown (KLTR).
The Petition must also be advertised in the Edinburgh Gazette as well as a local newspaper as directed by the court.
3. Court Hearing
If no objections are raised within the directed period, the Petition can often proceed without delay. The court will consider whether it is "just" to restore the company to the register. Restoration is usually granted if the necessary procedural steps have been followed and a valid reason for restoration is demonstrated.
4. Post-Restoration Requirements
Following a successful Petition, the court order must be filed at Companies House and the Sheriff Court will normally deal with this. It is worth noting that there may be some outstanding filings and penalties to deal with at Companies House.
The court will normally direct that the Registrar of Companies advertises the restoration of the company in the Edinburgh Gazette, with the costs being met by the person seeking the restoration.
If you require access to a company bank account, banks will generally accept the court’s order as vouching.
If the company’s assets have vested in the Crown, it may be necessary to negotiate the release or re-transfer of assets following a disclaimer by the Crown. We can assist you with that process.
If you thereafter wish to dissolve the company again, then this can be done administratively, although all directors should ensure compliance with all Companies House obligations.
How can Thorntons help?
Our experienced court department and corporate solicitors can provide advice and representation in relation to company restoration. We assist clients through every stage of the process, from preparing and filing the Petition to liaising with Companies House and the KLTR.
Depending on the circumstances of your case, we are usually able to provide a fixed quote for the restoration allowing you to budget accordingly.
If you require assistance with restoring a company to the register under section 1029 of the Companies Act 2006, please contact our team on 03330 430350 for tailored, professional support.
