Key Takeaways
- A dissolved company can be restored either through administrative restoration at Companies House or by a court order.
- Administrative restoration is available only to a former director or member, only where the registrar struck the company off, only if it was carrying on business or in operation at the time, and only within six years of dissolution.
- The administrative route uses form RT01, a £341 Companies House fee, the company’s overdue documents and payment of any outstanding penalties.
- When a company is dissolved, its property passes to the Crown as bona vacantia. A waiver letter from the Crown representative may be needed before Companies House will restore the company.
- A court order is needed after voluntary strike-off, liquidation or administration, or where the applicant is a creditor or another person who cannot use the administrative route.
- Restoration treats the company as though it was never dissolved, so historic debts, tax liabilities, contracts and litigation all come back with it.
- Legal advice is particularly important where the company has assets, creditors, disputed liabilities or complex overdue filings.
- Go Legal is rated Excellent with over 300 five-star reviews and 5/5 on Trustpilot and Google, placing our solicitors among the best-reviewed litigation lawyers in England and Wales.
How Do I Restore a Dissolved Company at Companies House After It Was Struck Off the Register?
A dissolved company can be restored in two ways: administrative restoration through Companies House, or a court order. Administrative restoration is available to a former director or member where the registrar struck the company off while it was carrying on business or in operation, and the application is made within six years of dissolution. Every other case, including voluntary strike-off, liquidation, administration and applications by creditors, needs a court order.
The right route depends on how the company was dissolved, when, who is applying and whether it owned assets that passed to the Crown.
| Issue | Administrative restoration | Court restoration |
|---|---|---|
| Who can apply | A former director or member at the date of dissolution | Former directors, members, creditors, liquidators, contractual counterparties, potential claimants, people with an interest in the company’s land or property, and others the court accepts have an interest |
| How the company was dissolved | Struck off by the registrar | Struck off by the registrar, voluntarily struck off, or dissolved after winding-up or administration |
| Time limit | Six years from dissolution | Generally six years from dissolution, but no time limit for an application relating to a personal injury claim |
| Main documents | Form RT01, overdue documents and any bona vacantia waiver letter | Part 8 claim form N208, witness statement and supporting evidence |
| Official charges | £341 Companies House fee, plus late-filing penalties and any outstanding fines | Court fees, plus any registrar’s costs, Crown property costs, penalties and document fees the court requires |
| Typical overall budget | Typically £500 to £2,000, depending on the filing backlog | Typically £3,000 to £15,000 or more, depending on complexity and whether the hearing is contested |
| Typical timescale | Typically 4 to 12 weeks if the application is complete | Typically 3 to 12 months or longer |
The legal framework is in Part 31, Chapter 3 of the Companies Act 2006. The first step in every case is the same: obtain the company’s filing history and dissolution notice from Companies House. These show whether the registrar struck the company off, whether the directors applied voluntarily, or whether it was dissolved after liquidation, and give you the exact date the six-year period started.
How Do I Apply for Administrative Restoration Using Form RT01?
You can apply for administrative restoration if all of the following apply:
- You were a director or member of the company when it was struck off.
- The registrar struck the company off. A company voluntarily struck off by its own directors does not qualify.
- The company was carrying on business or was in operation when it was struck off.
- The application is made within six years of dissolution.
- You can deliver the documents needed to bring the company’s record up to date.
- You can pay the applicable fines, financial penalties and late-filing penalties.
- You obtain a bona vacantia waiver letter where the company’s property passed to the Crown.
Administrative restoration is not available where the company was dissolved after winding-up or administration.
Six Steps for Administrative Restoration
- Check the Companies House record. Obtain the filing history, the dissolution date and the reason for strike-off.
- Confirm eligibility. Check that you were a director or member at dissolution and that the company was operating when it was struck off.
- Prepare overdue filings. Complete the outstanding accounts, confirmation statements and any other documents needed to update the record.
- Deal with company property. Identify bank balances, land, intellectual property, vehicles and contractual rights. If any became bona vacantia, obtain a waiver letter from the relevant Crown representative.
- Submit form RT01. Send the RT01 application, the supporting documents and the £341 fee, and pay any outstanding penalties.
- Companies House processes the application. If every requirement is met, the company is restored to the register.
Late-filing penalties work in a way that surprises many directors. The period during which the company was dissolved is normally disregarded when assessing lateness. Accounts that were already overdue before dissolution may attract the relevant late-filing penalty when delivered on restoration, but no late-filing penalty is payable for accounts that fell due while the company was dissolved.
What If Companies House Refuses the Application?
A refusal is not the end of the road. If the registrar refuses an administrative restoration application, you can apply to court for restoration within 28 days, even if the ordinary six-year period has expired by then.
Keep the RT01 application, supporting documents, Companies House correspondence and the refusal notice. They will form the core of the court evidence, and the 28-day window leaves little time to assemble anything new.
When Is a Court Order Needed to Restore a Dissolved Company?
A court order is needed whenever the administrative route is unavailable or has been refused. Court restoration is governed by section 1029 of the Companies Act 2006. It is required where:
- The company was voluntarily struck off by its directors.
- The company was dissolved after voluntary or compulsory winding-up.
- The company was dissolved following administration.
- The applicant is a creditor, liquidator, contractual counterparty, potential claimant or anyone else who was not a director or member.
- The company was not carrying on business or in operation when the registrar struck it off.
- Companies House has refused an administrative restoration application.
- There is a dispute about ownership, assets or liabilities that needs the court’s involvement.
How Does the Court Restoration Process Work?
For a company registered in England or Wales, the application is made on a Part 8 claim form, N208. It can be heard by the Companies Court in London or by a district registry or county court with authority to wind up the company. The usual sequence is:
- Establish the applicant’s interest in restoring the company.
- Prepare and issue the N208 claim form.
- Prepare a witness statement with supporting evidence.
- Serve Companies House and, where company property became bona vacantia, the relevant Crown representative.
- Give the registrar at least 10 days’ notice of the hearing.
- Attend the hearing.
- Comply with any conditions the court imposes.
- Deliver the sealed court order to the registrar. The company is restored when the registrar receives it.
The evidence should cover the company’s incorporation and constitution, its directors, members and secretaries, its share capital and shareholdings, its registered office, its trading activity and when trading stopped, any failures to file accounts or notices, the strike-off and dissolution history, the applicant’s interest, and the reason restoration is sought.
The court can make restoration conditional on payment of the registrar’s costs, the costs of dealing with Crown property, unpaid penalties, document fees and other outstanding fines. It can refuse restoration if the evidence does not show a proper reason for bringing the company back.
If the company needs to be restored so that it can pursue or defend a claim, you may find our guide on commercial disputes and litigation useful.
What Happens to Company Assets When It Is Dissolved?
When a company is dissolved, property held in its name passes to the Crown as bona vacantia, meaning ownerless goods. This can include bank balances, land, intellectual property, vehicles and contractual rights.
Bona Vacantia Waiver Letters
Where company property has become bona vacantia, a written statement from the Crown representative consenting to restoration is required. This is the bona vacantia waiver letter. For administrative restoration, obtaining it is the former director’s or member’s responsibility, not Companies House’s.
The WA1 waiver route applies 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 precise treatment of land, bank accounts, intellectual property, vehicles and contractual rights should be confirmed with the Crown representative, because different categories of property can raise different issues.
In court restoration, the Crown representative must be served where bona vacantia property is involved, and the court may require payment of the costs of dealing with that property.
Restoration does not automatically tidy up everything that happened while the company was dissolved. If the Crown sold or dealt with an asset in the meantime, or a landlord or counterparty acted on the basis that the company no longer existed, separate steps may be needed to regularise title or reverse the position.
What Happens After a Company Is Restored?
A restored company is deemed to have continued in existence as if it had not been struck off and dissolved. Its rights come back, and so do its obligations.
Historic Liabilities Return
Restoration does not eliminate:
- Debts owed to creditors.
- Tax liabilities.
- Contracts.
- Legal proceedings.
- Regulatory obligations.
- Potential claims against the company or its directors.
Directors should assess immediately whether the company can pay its restored liabilities. If it cannot, early advice on insolvency options is essential, because continuing to trade without addressing insolvency can expose directors to personal claims and possible disqualification.
Restoration must not be used to avoid creditors, tax liabilities or insolvency investigations. Companies House and the Insolvency Service are increasing their scrutiny of companies used for fraud or misconduct.
Immediate Compliance Steps
After restoration, the directors should:
- Confirm the registered office address.
- Check director and officer details.
- Update the persons with significant control information.
- File any remaining accounts and confirmation statements.
- Notify HMRC and resume corporation tax and other tax compliance.
- Review contracts, assets, creditors and ongoing claims.
The Economic Crime and Corporate Transparency Act 2023 has given Companies House wider identity-verification, information-quality and enforcement powers. Incomplete or inaccurate registered office, director or PSC information is more likely to attract scrutiny.
The court also has power to give directions putting the company and other persons back in the position they would have occupied had the company not been dissolved. An application for that kind of order must be made within three years of restoration.
When Should I Instruct a Solicitor to Restore a Dissolved Company?
You may be able to handle a straightforward RT01 application yourself where the company has simple filings, no assets and no disputes. Legal advice is recommended where:
- The company owned land, intellectual property or other valuable assets.
- Bona vacantia property is involved.
- Creditors or HMRC are making enquiries.
- Accounts are complex or substantially overdue.
- The company was voluntarily struck off, liquidated or in administration.
- Ownership or contractual rights are disputed.
- Companies House has refused restoration.
- The company must pursue or defend litigation.
- The company may be unable to pay its restored liabilities.
Court restoration almost always needs careful legal preparation: drafting the N208 claim and witness statement, serving the registrar and the Crown representative, dealing with conditions and representing the applicant at the hearing.
Our solicitors can assist with overdue filings, bona vacantia waivers, court claims and post-restoration compliance. If you are unsure which route applies, book a free consultation and we will review the company’s record with you.
Frequently Asked Questions
Get Expert Help Restoring a Dissolved Company Today
Choosing the wrong route wastes fees and, as the six-year period runs, can cost you the chance to restore the company at all. A voluntary strike-off sent down the administrative route will be refused, and a missed asset or overlooked creditor can follow the company back onto the register.
Our solicitors can check the company’s filing history, confirm eligibility, prepare an RT01 application or N208 court claim, deal with Crown property and advise on the company’s obligations once it is restored. Call us on 0207 459 4037 or book a free consultation.
