Companies Act 2006

Administrative restoration to the registerU.K.

1024Application for administrative restoration to the registerU.K.

(1)An application may be made to the registrar to restore to the register a company that has been struck off the register under [F1section 1000 or 1001 (power of registrar to strike off defunct company).] [F1—

(a)section 1000 or 1001 (power of registrar to strike off defunct company), or

(b)section 1002A (power of registrar to strike off company registered on false basis).]

(2)An application under this section may be made whether or not the company has in consequence been dissolved.

(3)An application under this section may only be made by a former director or former member of the company.

(4)An application under this section may not be made after the end of the period of six years from the date of the dissolution of the company.

For this purpose an application is made when it is received by the registrar.

1025Requirements for administrative restorationU.K.

(1)On an application under section 1024 the registrar shall restore the company to the register if, and only if, the following conditions are met.

[F2(2)The first condition is that the company was carrying on business or in operation at the time of its striking off.]

[F2(2)The first condition is that—

(a)in the case of a company struck off the register under section 1000 or 1001, the company was carrying on business or in operation at the time of its striking off;

(b)in the case of a company struck off the register under section 1002A, at the time of its striking off, the registrar did not have reasonable cause to believe the matter set out in section 1002A(1)(a) or (b).]

(3)The second condition is that, if any property or right previously vested in or held on trust for the company has vested as bona vacantia, the Crown representative has signified to the registrar in writing consent to the company's restoration to the register.

(4)It is the applicant's responsibility to obtain that consent and to pay any costs (in Scotland, expenses) of the Crown representative—

(a)in dealing with the property during the period of dissolution, or

(b)in connection with the proceedings on the application,

that may be demanded as a condition of giving consent.

[F3(5)The third condition is that the applicant has delivered to the registrar such documents relating to the company as are necessary to ensure that if the company is restored to the register the records kept by the registrar relating to the company will be up to date.

(5A)The fourth condition is—

(a)that any outstanding penalties under section 453 or corresponding earlier provisions (civil penalty for failure to deliver accounts) in relation to the company have been paid, and

(b)that each relevant person has paid any outstanding fines or financial penalties imposed on them in respect of an offence under the Companies Acts relating to the company.

(5B)In subsection (5A)(b) “relevant person” means—

(a)the applicant,

(b)any person who—

(i)was a director of the company immediately before it was dissolved or struck off, and

(ii)if the company is restored to the register, will be a director immediately after its restoration, or

(c)any person who is a relevant officer of a firm where the firm is—

(i)a person mentioned in paragraph (a) or (b), or

(ii)a person falling within this paragraph.

(5C)In subsection (5B)(c) “relevant officer”—

(a)in relation to a company, means a director;

(b)in relation to a firm the affairs of which are managed by its members, means one of those members;

(c)in relation to any other firm, means an officer of the firm whose functions correspond to that of a director of a company.]

(6)In this section the “Crown representative” means—

(a)in relation to property vested in the Duchy of Lancaster, the Solicitor to that Duchy;

(b)in relation to property vested in the Duke of Cornwall, the Solicitor to the Duchy of Cornwall;

(c)in relation to property in Scotland, the Queen's and Lord Treasurer's Remembrancer;

(d)in relation to other property, the Treasury Solicitor.

1026Application to be accompanied by statement of complianceU.K.

(1)An application under section 1024 (application for administrative restoration to the register) must be accompanied by a statement of compliance.

(2)The statement of compliance required is a statement—

(a)that the person making the application has standing to apply (see subsection (3) of that section), and

(b)that the requirements for administrative restoration (see section 1025) are met.

(3)The registrar may accept the statement of compliance as sufficient evidence of those matters.

1027Registrar's decision on application for administrative restorationU.K.

(1)The registrar must give notice to the applicant of the decision on an application under section 1024 (application for administrative restoration to the register).

(2)If the decision is that the company should be restored to the register, the restoration takes effect as from the date that notice is sent.

(3)In the case of such a decision, the registrar must—

(a)enter on the register a note of the date as from which the company's restoration to the register takes effect, and

(b)cause notice of the restoration to be published in the Gazette.

(4)The notice under subsection (3)(b) must state—

(a)the name of the company or, if the company is restored to the register under a different name (see section 1033), that name and its former name,

(b)the company's registered number, and

(c)the date as from which the restoration of the company to the register takes effect.

1028Effect of administrative restorationU.K.

(1)The general effect of administrative restoration to the register is that the company is deemed to have continued in existence as if it had not been dissolved or struck off the register.

(2)The company is not liable to a penalty under section 453 or any corresponding earlier provision (civil penalty for failure to deliver accounts) for a financial year in relation to which the period for filing accounts and reports ended—

(a)after the date of dissolution or striking off, and

(b)before the restoration of the company to the register.

(3)The court may give such directions and make such provision as seems just for placing the company and all other persons in the same position (as nearly as may be) as if the company had not been dissolved or struck off the register.

(4)An application to the court for such directions or provision may be made any time within three years after the date of restoration of the company to the register.

[F41028AAdministrative restoration of company with share warrantsU.K.

(1)This section applies in relation to a company which has been struck off the register under section 1000 [F5or 1001] [F5, 1001 or 1002A] and which, at the time it was struck off, had any share warrant in issue.

(2)If the registrar restores the company to the register under section 1025, the share warrant and the shares specified in it are cancelled with effect from the date the restoration takes effect.

(3)If as a result of subsection (2) the company has no issued share capital, the company must, before the end of the period of one month beginning with the date the restoration takes effect, allot at least one share in the company; and section 549(1) does not apply to such an allotment.

(4)The company must, before the end of the period of 15 days beginning with the date the restoration takes effect, deliver a statement of capital to the registrar.

(5)Subsection (4) does not apply in a case where the company is required under subsection (3) to make an allotment (because in such a case section 555 will apply).

(6)The statement of capital must state with respect to the company's share capital as reduced by the cancellation of the share warrant and the shares specified in it—

(a)the total number of shares of the company,

(b)the aggregate nominal value of those shares,

(c)the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and

(d)for each class of shares—

(i)prescribed particulars of the rights attached to the shares,

(ii)the total number of shares of that class, and

(iii)the aggregate nominal value of shares of that class.

(7)Where a share warrant is cancelled in accordance with subsection (2), the company must, as soon as reasonably practicable—

(a)enter the date the cancellation takes effect in its register of members, [F6or]

[F6(b)where an election is in force under section 128B of the Companies Act 2006 (option to keep membership information on central register) in respect of the company, deliver that information to the registrar as if it were information required to be delivered under section 128E of that Act.]

(8)Subsection (9) applies where—

(a) any property or right previously vested in or held on trust for the company in respect of any share specified in a share warrant has vested as bona vacantia (see section 1012), and

(b)the warrant and the share are cancelled on the restoration of the company in accordance with this section.

(9)On restoration of the company, that property or right—

(a)may not be returned to the company, and

(b) accordingly, remains vested as bona vacantia .

(10)If default is made in complying with subsection (3) or (4), an offence is committed by—

(a)the company, and

(b)every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the company.

(11)A person guilty of an offence under this section is liable—

(a)on conviction on indictment, to a fine;

(b)on summary conviction—

(i)in England and Wales, to a fine;

(ii)in Scotland or Northern Ireland, to a fine not exceeding the statutory maximum.]