How to Restore a Dissolved Company

The two routes to restoration

There are two ways to restore a dissolved company to the Companies House register. The first is administrative restoration, which is a direct application to the Registrar of Companies using form RT01. The second is restoration by court order, which involves an application to the court. You cannot choose freely between them: the right route depends on how the company came to be dissolved.

Administrative restoration is only available where the registrar struck the company off. This typically happens when a company appears to be defunct, for example after it fails to file accounts or confirmation statements, under sections 1000 or 1001 of the Companies Act 2006, or where it was registered on a false basis under section 1002A. The person applying must be a former director or former member of the company.

The court route is broader. It covers companies dissolved following winding up under the Insolvency Act 1986, companies deemed dissolved after administration, and companies struck off either by the registrar or through a voluntary strike off application by the directors. If the directors themselves applied to strike the company off, administrative restoration is not available and you must go to court instead.

Administrative restoration with form RT01

Administrative restoration is usually the quicker and cheaper route, so it is worth checking whether you qualify before considering the court. It is available where the company was struck off and dissolved by the registrar within the last six years and was carrying on business or in operation at the time it was struck off. Only a former director or former member can apply.

To apply you send Companies House a completed form RT01 together with a cheque for £341 payable to Companies House. You must also bring the company's filing record up to date. That means delivering any outstanding documents, such as accounts and confirmation statements, and paying any filing fees and late filing penalties that are due. Companies House will not restore the company while its record is incomplete.

If the company held assets when it was dissolved, you will also need a waiver letter from the Crown representative. Once your application is accepted, the restoration takes effect from the date the registrar notifies you of the decision. The company is then treated as if it had never been struck off or dissolved.

Restoration by court order

If administrative restoration is not available, you apply to the court for a restoration order. This is the route where directors voluntarily applied to strike the company off, or where the company was dissolved after a winding up or administration. Section 1029 of the Companies Act 2006 sets out who may apply.

The list of people who can apply to the court is far wider than for administrative restoration. It includes former directors and members, creditors, liquidators, the Secretary of State, people with an interest in land or property once held by the company, people who would have had a contractual relationship with the company, and any other person who appears to the court to have an interest in the matter.

When the court makes a restoration order it may give directions and make provisions to put the company and everyone else, as nearly as possible, in the position they would have been in had the company never been struck off. Because a court application involves legal drafting and court fees, it is generally more expensive and slower than the administrative route, so it is usually reserved for cases where RT01 is not an option.

Time limits and the six-year rule

The general rule for both routes is that an application must be made within six years of the date of dissolution. For administrative restoration this is a hard limit: section 1024 of the Companies Act 2006 states that an application may not be made after the end of six years from the date of dissolution. Miss it and the administrative route closes.

The court route follows the same general six-year limit under section 1030, but with important exceptions. There is no time limit where the purpose of the restoration is to bring a claim for damages for personal injury, or where an insurer wants to bring proceedings relating to the company's liability for such damages. This exception exists so that injury claims are not lost simply because a company has been dissolved.

There is also a special provision that helps if an administrative restoration is refused. Where the registrar refuses an RT01 application that was made in time, you may apply to the court within 28 days of the registrar's decision, even if the six-year period has already expired. This gives a short window to move from the administrative route to the court route without losing your right to apply.

Bona vacantia: what happens to your assets

When a company is dissolved, its property, cash and any other assets it owned automatically pass to the Crown as bona vacantia, a Latin term meaning vacant goods. In England and Wales these assets are dealt with by the Bona Vacantia Division of the Government Legal Department. Importantly, the company's liabilities do not pass to the Crown on dissolution; they are normally extinguished.

If you plan to apply for administrative restoration and the company held assets, the law requires the written consent of the Crown representative, known as a waiver letter. You apply to the Treasury Solicitor for this using the WA1 process where the company was dissolved within the last six years, was compulsorily struck off by Companies House, and had assets in England or Wales within the Treasury Solicitor's jurisdiction. The application costs £64, with no VAT charged, paid by BACS or CHAPS using the company's registration number as the reference.

Once a company is restored, it comes back to life, the bona vacantia ends and the asset belongs to the company again. If the Crown has already sold an asset during the period of dissolution, you will not get the asset itself back, but the Bona Vacantia Division will pay you the money it received from the sale, less its costs of dealing with the asset.

What happens to your company name

One practical worry after dissolution is the company name. While a company is dissolved, the name becomes available again, and another business may have registered a company using it. This does not necessarily stop your restoration, but it does affect the name your company will carry when it comes back.

If the former name is no longer available because it has been taken, the company can be restored to the register as if its registered company number is also its name. In other words, the number stands in for the name until you sort out a new one. This keeps the restoration moving without a name clash.

Where this happens, the restored company then has 14 days from the date of restoration to pass a resolution to change its name to something available. Failing to do so is an offence, so plan a replacement name in advance if you suspect your original name may have been registered by someone else during the dissolution.

Preparing your application and avoiding delays

Most restoration applications that stall do so because the underlying paperwork is not in order, rather than because of any dispute over eligibility. For administrative restoration in particular, Companies House expects the company's record to be complete before it will restore it, so the preparation matters as much as the form itself.

Start by pulling together the full picture of what is outstanding. That usually means identifying any accounts and confirmation statements that were never filed, working out the associated filing fees, and calculating any late filing penalties that accrued before the company was struck off. Sending the RT01 without these ready is the most common reason an application is held up, because the registrar cannot complete the restoration while documents remain outstanding.

Next, work out early whether bona vacantia applies to your company. If the company owned property, cash or other assets when it was dissolved, you will need the Crown representative's waiver letter, and that application takes its own processing time. Building this into your timetable, rather than discovering it late, keeps the whole restoration on track and avoids a stop start process where the RT01 sits waiting on a document you have not yet requested.

Finally, think ahead about the name. Checking the register before you apply tells you whether your original name is still free. If it is not, decide on an available replacement in advance so you can pass the required resolution within the 14 day window once the company is restored.

Conclusion

Restoring a dissolved company is a well established process, but the route you take is dictated by the facts. If the registrar struck the company off, it was trading, and you are a former director or member acting within six years, administrative restoration through form RT01 is usually the fastest and cheapest path. If the company was voluntarily struck off or dissolved after insolvency, or you fall outside those conditions, you will need a court order instead.

Whichever route applies, the practical work is much the same: bring your filings up to date, settle any penalties, deal with bona vacantia if the company held assets, and be ready to handle a name clash. Getting this groundwork right before you apply avoids delays and rejections. If you are unsure which route fits your situation or you want help preparing the paperwork, you can get in touch with our team or explore how our company formation and compliance service can support you from restoration through to ongoing filings.

Frequently asked questions