Restoring a Dissolved Company: Administrative Restoration v Restoration by the Court

If your company has been dissolved, it will have been 'struck off' the Register of Companies (the "Register"). This means the company no longer legally exists. This can cause practical difficulties, particularly if the company is still trading, has outstanding matters to deal with, or owns assets such as money in a bank account or property.

Can a dissolved company be restored?

Yes. In most cases it is possible to restore a dissolved company to the Register so that it can deal with any outstanding issues. Restoration — sometimes described as reinstating a dissolved company — is commonly needed where:

• the company was struck off because it failed to file its annual accounts, confirmation statements, or other required documents, but it is still carrying on business;
• there is an unresolved claim involving the company and someone needs to take action against it; or
• the company owned assets when it was dissolved, such as money in a company bank account or property registered in the company's name, which need to be recovered.

The Companies Act 2006 (the "CA 2006") sets out two main ways to restore a company to the Register: administrative restoration and restoration by the court. Administrative restoration is usually the simpler and cheaper option, but it is only available in certain circumstances. If those circumstances do not apply, an application to the court may be needed.

Administrative restoration

Administrative restoration is generally quicker, cheaper and more straightforward than applying to the court. However, it is only available where specific requirements are met.

You can usually only apply for administrative restoration if you were a director or shareholder of the company at the time it was dissolved. Companies House guidance confirms that if you are a former director or shareholder, you must still have held that role immediately before the company was dissolved.

The first requirement is that the company must have been struck off under sections 1000 or 1001 of the CA 2006. In broad terms, this applies where Companies House has struck the company off because it appears not to be trading or carrying on business, or because it has failed to comply with its filing obligations. Companies House will usually write to the company before taking this step and publish notices in the Gazette before the company is dissolved.

The second requirement is that the application must normally be made within six years of the date the company was dissolved. If you are unsure when the company was dissolved, you can check this by searching for the company on Companies House.

The company must also have been carrying on business, or otherwise operating, at the time it was struck off. To check this, we would usually ask for up-to-date accounts or other evidence showing that the company was still active.

The person applying for restoration must also deal with the following:

• If any company property or rights passed to the Crown as bona vacantia, the Crown's representative must confirm in writing that they consent to the restoration. The applicant may also need to pay any costs requested by the Crown in connection with the property and the restoration application.
• Any documents needed to bring the company's Companies House record up to date must be filed. This usually includes overdue accounts and confirmation statements.
• Any outstanding filing penalties under section 453 of the CA 2006 must be paid.

If these conditions are met, an application for administrative restoration can be made to the Registrar. If you would like advice on whether administrative restoration is available, or assistance with preparing the application, please contact us.

Restoration by the court

If administrative restoration is not available, it may still be possible to restore the company by applying to the court. The relevant provisions are set out in sections 1029 to 1034 of the CA 2006.

A wider range of people can apply to the court for restoration. This includes:

• a former director of the company;
• a former shareholder of the company, or their personal representative;
• someone who was owed money by the company when it was struck off or dissolved;
• someone who would have had a contract with the company if it had not been dissolved;
• someone with a legal claim against the company;
• someone with an interest in land where the company also had an interest;
• someone with an interest in land or other property affected by rights or obligations involving the company;
• a manager or trustee of a pension fund set up for the company's employees;
• a former liquidator of the company;
• the Secretary of State; or
• anyone else the court considers to have a sufficient interest in the matter.

As with administrative restoration, a court application must usually be made within six years of the company being dissolved. There are some exceptions. For example, the time limit may not apply where the company needs to be restored so that a personal injury claim can be brought against it, or so that the company's insurer can bring related proceedings.

A court application may be available where one of the following applies:

• the company was dissolved after being wound up under Chapter 9 of Part 4 of the Insolvency Act 1986;
• the company was dissolved under paragraph 84(6) of Schedule B1 to the Insolvency Act 1986, which can apply where an administrator believes there is no property available for distribution to creditors; or
• the company was struck off under sections 1000, 1001 or 1003 of the CA 2006. Sections 1000 and 1001 are explained above. Section 1003 applies where the company itself applied to be struck off.

Applying to the court usually takes longer and is more involved than administrative restoration. The application must be supported by a witness statement explaining, among other things, how the company came to be dissolved and why restoration is needed.

In practice, the witness statement needs to do more than recite the history. It should set out the applicant's standing to apply, the circumstances in which the company came to be dissolved, the company's position at that time, the steps taken to bring its filings up to date, and the reason restoration is being sought. Where the Registrar or the Treasury Solicitor has conditions attached to their consent, those need to be addressed as well. A statement that leaves gaps tends to generate further requirements rather than a shorter timetable.

Once the court has processed the application, it will return a sealed copy which must then be served on the Registrar and the Treasury Solicitor. The court will usually list a hearing around three months later. However, in some cases the restoration can be dealt with on paper without a hearing if all parties agree. For this to happen, Companies House must confirm that its requirements have been met, and the Treasury Solicitor must also approve the application.

What happens once the company is restored?

Restoration is retrospective. Under section 1032 of the CA 2006, a company restored by court order is treated as having continued in existence as if it had not been dissolved or struck off. The same principle applies to administrative restoration under section 1028. In practical terms, this means the company can once again hold assets, be sued, and bring proceedings in its own name, and steps that could not be taken while it was dissolved become possible again.

The court also has power to give directions, or make any provision it considers just, to place the company and anyone else affected in as close a position as possible to the one they would have been in had the company never been dissolved. Where restoration is sought so that a claim can be brought, the position on limitation needs to be considered carefully at the outset rather than after the order is made.

How long does company restoration take?

Administrative restoration is dealt with by the Registrar rather than the court, so it is usually the faster of the two routes. Much of the time is taken up before the application is made, bringing the company's filings up to date and, where property has passed to the Crown, obtaining written consent to the restoration.

A court application takes longer. Once the sealed application has been served on the Registrar and the Treasury Solicitor, the court will usually list a hearing around three months later, although the matter can sometimes be concluded on paper if all parties agree and the necessary consents are in place.

How much does it cost to restore a dissolved company?

The cost depends on which route is available. Administrative restoration involves a Companies House application fee, together with the cost of filing any overdue accounts and confirmation statements and paying any outstanding filing penalties under section 453. Where company property passed to the Crown as bona vacantia, the Crown may also ask for its costs in connection with the property and the application to be paid.

A court application involves a court fee and more preparatory work, including a supporting witness statement, so the overall cost is higher. We will give you a clear picture of the likely costs once we know which route applies.

Where restoration is one part of a wider dispute, our litigation team advises companies, directors, shareholders and creditors on the claim itself as well as the restoration. Where the issues are corporate rather than contentious, our corporate & commercial team can advise on the company's position going forward.

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Restoring a dissolved company: frequently asked questions

Can a dissolved company be restored?

Yes. In most cases a dissolved company can be restored to the Register, and the terms 'restore' and 'reinstate' are used to mean the same thing. There are two routes. Administrative restoration is made to the Registrar and is available to former directors and shareholders where the company was struck off under sections 1000 or 1001 of the Companies Act 2006 and was still carrying on business at the time. Where those conditions are not met, an application can be made to the court instead.

What is the difference between administrative restoration and restoration by the court?

Administrative restoration is an application to the Registrar of Companies. It is quicker and cheaper, but it is only open to former directors and shareholders, and only where the company was struck off by Companies House and was still trading at the time. Restoration by the court is available to a much wider group, including creditors, claimants and others with a sufficient interest, and covers situations administrative restoration does not, such as companies dissolved following a winding up or companies that applied to be struck off themselves.

Who can apply to restore a dissolved company?

For administrative restoration, only someone who was a director or shareholder of the company immediately before it was dissolved can apply. The court route is open to a far wider range of applicants, including former directors and shareholders, creditors, people with a legal claim against the company, those with an interest in land connected to the company, pension fund trustees, former liquidators, the Secretary of State, and anyone else the court considers to have a sufficient interest.

How long do you have to restore a dissolved company?

Both routes must normally be used within six years of the date the company was dissolved. There are limited exceptions to the court time limit — for example, where restoration is needed so that a personal injury claim can be brought against the company, or so that the company's insurer can bring related proceedings. If you are unsure when the company was dissolved, the date can be checked on the Companies House register.

Can a company struck off for not filing accounts still be restored? 

Yes, and this is one of the most common reasons restoration is needed. Where Companies House has struck a company off under sections 1000 or 1001 for failing to file accounts or confirmation statements, administrative restoration is usually available provided the company was still carrying on business at the time and the application is made within six years. The overdue documents must be filed and any outstanding filing penalties paid before the company can be restored.

What happens to a dissolved company's assets and property?

When a company is dissolved, any property or rights it still held generally pass to the Crown as bona vacantia — literally, ownerless goods. Before the company can be restored, the Crown's representative must confirm in writing that it consents to the restoration, and the applicant may need to pay any costs the Crown asks for in connection with the property and the application. Once the company is restored, it is treated as having continued in existence, so it can deal with those assets again.

How do I recover money left in a dissolved company's bank account?

Money in a company bank account passes to the Crown as bona vacantia when the company is dissolved, and the bank will not release it to former directors or shareholders. To recover it, the company generally needs to be restored to the Register. Which route applies will depend on how the company came to be dissolved and who is making the application.

Litigation and dispute resolution advice

Grant Saw's Litigation team advises companies, directors, shareholders and creditors across Greenwich and South East London on company restoration, corporate disputes and related claims. Call 020 8858 6971 or email hannah.stevens@grantsaw.co.uk to discuss your circumstances.

Disclaimer

This article is for general information only and is not legal advice. Laws and guidance change and outcomes depend on facts. If you need advice on your situation, please contact us. Grant Saw Solicitors LLP is authorised and regulated by the Solicitors Regulation Authority.

Last updated: 11 August 2026