Fri 20 Dec 2019

Restoration of companies to the register of companies

We are often instructed by clients to restore dissolved companies to the register of companies.  There are a number of reasons why someone may wish to restore a company to the register.  The most common reason we see is that prior to its dissolution the company held assets (such as money in bank accounts, land or other property) which were not transferred out of the company's name.  If a company is dissolved but still holds assets then these assets vest in the Crown and the only way to recover them is to restore the company to the register and transfer the assets. 

 Restoring a company to the register without going to court

A company can be restored to the register administratively by application to the registrar of companies (i.e without a court order) provided that:-

  1. The application is made by someone who was a director or shareholder of the company;
  2. The company was struck off and dissolved within the last 6 years;
  3. If any company property has vested in the Crown, the Crown representative must have consented to the restoration; and
  4. The company was trading at the time it was dissolved.

Unless all of these conditions are met a company can only be restored to the register by making an application to court.  A common reason a court action is required is that the company was dissolved after an insolvency process.



Restoring a company to the register by obtaining a court order

An application to restore a company to the register can be brought by a number of different people.  Section 1029 of the Companies Act 2006 sets them out but also provides that any person appearing to the court to have an interest can make the application.  We most commonly see applications being made by former directors, former shareholders or former liquidators of the company. 

Subject to a couple of exceptions, an application for restoration must be brought within 6 years of the company's dissolution.

The application is made by lodging a petition with either the Sheriff Court or the Court of Session.  The first stage is for the court to grant permission to serve and advertise the petition. The petition must be served on all parties with an interest.  Which parties have an interest will depend on the specific case and the reason for the restoration.  If the purpose of the restoration is to recover company property then petition should be served on the Crown through the Queen's & Lord Treasurer's Remembrancer (QLTR).  The petition should always be served on the registrar of companies.  The petition should also be served on the walls of court and advertised in the Edinburgh Gazette.

There is then a period during which parties may oppose the restoration of the company.  The length of this period is at the discretion of the court but it is usually between 7 and 21 days.  If there is opposition to the petition then the court will fix a timetable and the case will proceed as a defended court action.  In our experience this is unusual and most petitions are unopposed.  If there is no opposition to the petition then the court will decide whether to grant the order sought.  The test for the court is whether it is just to restore the company to the register.  Once the order is granted it is sent to Companies House and the company will be restored to the register.  If the reason for the restoration is to recover company property then steps can be taken to transfer the property out of the company.  Often once the property has been transferred the company will be dissolved again.


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