C8C7C6C5Part 31Dissolution and restoration to the register
Pt. 31 power to apply (with modifications) conferred (1.8.2014) by Co-operative and Community Benefit Societies Act 2014 (c. 14), ss. 135, 154 (with Sch. 5)
Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
C9Chapter 3Restoration to the register
Pt. 31 Ch. 3 applied (with modifications) (4.3.2024) by The Registered Office Address (Rectification of Register) Regulations 2024 (S.I. 2024/233), regs. 1(2), 23; S.I. 2024/269, reg. 2(z42)
Restoration to the register by the court
C11029Application to court for restoration to the register
1
An application may be made to the court to restore to the register a company—
a
that has been dissolved under Chapter 9 of Part 4 of the Insolvency Act 1986 (c. 45) or Chapter 9 of Part 5 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (dissolution of company after winding up),
b
that is deemed to have been dissolved under paragraph 84(6) of Schedule B1 to that Act or paragraph 85(6) of Schedule B1 to that Order (dissolution of company following administration), or
c
that has been struck off the register—
i
under section 1000 or 1001 (power of registrar to strike off defunct company), F7or
F10ia
under section 1002A (power of registrar to strike off company registered on false basis), or
ii
under section 1003 (voluntary striking off),
whether or not the company has in consequence been dissolved.
2
An application under this section may be made by—
a
the Secretary of State,
b
any former director of the company,
c
any person having an interest in land in which the company had a superior or derivative interest,
d
any person having an interest in land or other property—
i
that was subject to rights vested in the company, or
ii
that was benefited by obligations owed by the company,
e
any person who but for the company's dissolution would have been in a contractual relationship with it,
f
any person with a potential legal claim against the company,
g
any manager or trustee of a pension fund established for the benefit of employees of the company,
h
any former member of the company (or the personal representatives of such a person),
i
any person who was a creditor of the company at the time of its striking off or dissolution,
j
any former liquidator of the company,
k
where the company was struck off the register under section 1003 (voluntary striking off), any person of a description specified by regulations under section 1006(1)(f) or 1007(2)(f) (persons entitled to notice of application for voluntary striking off),
or by any other person appearing to the court to have an interest in the matter.
C21030When application to the court may be made
1
An application to the court for restoration of a company to the register may be made at any time for the F4purpose of—
a
bringing proceedings against the company for damages for personal F5injury;
b
an insurer (within the meaning of the Third Parties (Rights Against Insurers) Act 2010) bringing proceedings against a third party in the name of that company in respect of that company’s liability for damages for personal injury.
2
No order shall be made on such an application if it appears to the court that the proceedings would fail by virtue of any enactment as to the time within which proceedings must be brought.
3
In making that decision the court must have regard to its power under section 1032(3) (power to give consequential directions etc) to direct that the period between the dissolution (or striking off) of the company and the making of the order is not to count for the purposes of any such enactment.
4
In any other case an application to the court for restoration of a company to the register may not be made after the end of the period of six years from the date of the dissolution of the company, subject as follows.
5
In a case where—
a
the company has been struck off the register under section 1000 or 1001 (power of registrar to strike off defunct company) F6or section 1002A (power of registrar to strike off company registered on false basis),
b
an application to the registrar has been made under section 1024 (application for administrative restoration to the register) within the time allowed for making such an application, and
c
the registrar has refused the application,
an application to the court under this section may be made within 28 days of notice of the registrar's decision being issued by the registrar, even if the period of six years mentioned in subsection (4) above has expired.
6
For the purposes of this section—
a
“personal injury” includes any disease and any impairment of a person's physical or mental condition; and
b
references to damages for personal injury include—
i
any sum claimed by virtue of section 1(2)(c) of the Law Reform (Miscellaneous Provisions) Act 1934 (c. 41) or section 14(2)(c) of the Law Reform (Miscellaneous Provisions) Act (Northern Ireland) 1937 (1937 c. 9 (N.I.)) (funeral expenses)), and
ii
damages under the Fatal Accidents Act 1976 (c. 30), the F1Damages (Scotland) Act 2011 (asp 7) or the Fatal Accidents (Northern Ireland) Order 1977 (S.I. 1977/1251 (N.I. 18)).
C31031Decision on application for restoration by the court
1
On an application under section 1029 the court may order the restoration of the company to the register—
a
if the company was struck off the register under section 1000 or 1001 (power of registrar to strike off defunct companies) and the company was, at the time of the striking off, carrying on business or in operation;
F8aa
if the company was struck off the register under section 1002A (power of registrar to strike off company registered on false basis) and the court considers that, at the time of the striking off, the registrar did not have reasonable cause to believe the matter set out in section 1002A(1)(a) or (b);
b
if the company was struck off the register under section 1003 (voluntary striking off) and any of the requirements of sections 1004 to 1009 was not complied with;
2
If the court orders restoration of the company to the register, the restoration takes effect on a copy of the court's order being delivered to the registrar.
3
The registrar must cause to be published in the Gazette notice of the restoration of the company to the register.
4
The notice 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 on which the restoration took effect.
C41032Effect of court order for restoration to the register
1
The general effect of an order by the court for 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
The court may also give directions as to—
a
the delivery to the registrar of such documents relating to the company as are necessary to bring up to date the records kept by the registrar,
b
the payment of the costs (in Scotland, expenses) of the registrar in connection with the proceedings for the restoration of the company to the register,
c
where any property or right previously vested in or held on trust for the company has vested as bona vacantia, the payment of the costs (in Scotland, expenses) of the Crown representative—
i
in dealing with the property during the period of dissolution, or
ii
in connection with the proceedings on the application.
5
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.
1032AF9Restoration by court of company with share warrants
1
This section applies in relation to a company falling within section 1029(1) if, at the time it was dissolved, deemed to be dissolved or (as the case may be) struck off, it had any share warrant in issue.
2
If the court orders the restoration of the company to the register, the order must also cancel the share warrant and the shares specified in it 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
Subsection (6) applies in a case where—
a
the application under section 1029 was made by a person mentioned in subsection (2)(b) or (h) of that section, or
b
the court order specifies that it applies.
5
But subsection (6) does not apply in any case where the company is required under subsection (3) to make an allotment (because in such a case section 555 will apply).
6
In a case where this subsection applies, 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.
7
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.
8
Where a share warrant is cancelled by an order as mentioned in subsection (2), the company must, as soon as reasonably practicable—
a
enter the date the cancellation takes effect in its register of members, F2or
b
F2where 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.
9
Subsection (10) 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.
10
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 .
11
If default is made in complying with subsection (3) or (6), 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.
12
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.
Pt. 31 power to apply (with modifications) conferred (E.W.S.) (1.12.2013) by Co-operative and Community Benefit Societies and Credit Unions Act 2010 (c. 7), ss. 4(1)(2)(c), 8(2); S.I. 2013/2936, art. 2