When a limited company is removed from the Companies House register, it is legally dissolved and can no longer operate as an ordinary company. However, dissolution does not always mean the end of the business. In certain circumstances, directors, shareholders, creditors, or other interested parties may be able to bring the company back onto the register.

If you need to restore a dissolved company UK, it is important to understand which restoration route applies to your circumstances. The process can differ depending on whether Companies House removed the company from the register or the directors voluntarily applied for it to be struck off.

This company restoration guide explains the main restoration options, eligibility requirements, application process, costs, deadlines, company assets, and what happens after a company has been successfully restored.

What Does It Mean to Restore a Dissolved Company?

To restore a dissolved company means returning it to the Companies House register after it has been struck off and dissolved.

Once a company is restored, the general effect is that it is treated as though it had continued in existence rather than being dissolved. This can be particularly important if the company had assets, contracts, debts, legal claims, or other business interests before dissolution.

Restoration is different from setting up a new company.

Creating a new company gives you a new legal entity and company registration number. Restoration, on the other hand, brings the existing company back onto the register where the legal requirements are satisfied.

For this reason, restoration may be particularly relevant where a dissolved company still has:

• Business assets
• Property or land
• A company bank account
• Outstanding contracts
• Intellectual property
• Debts or liabilities
• Legal claims
• Tax matters
• Money owed to the company

Why Do Companies Become Dissolved?

A company can be dissolved for several reasons.

One common situation occurs when Companies House believes that a company is no longer operating or carrying on business. For example, the company may have failed to file its accounts or confirmation statement.

Companies House can take steps to strike such a company off the register.

Another situation is voluntary strike-off. Directors can apply to have a company struck off when it is no longer required and meets the relevant conditions.

However, these two situations are treated differently when it comes to restoration.

If the Registrar struck the company off and the company meets the relevant conditions, administrative restoration may be available.

If the directors voluntarily applied for the company to be struck off, administrative restoration is not available and a court order is generally required.

Can You Restore a Dissolved Company in the UK?

Yes, but eligibility depends on how the company was dissolved and the circumstances surrounding its removal from the register.

There are two principal routes:

1. Administrative restoration
2. Restoration by court order

Administrative restoration is generally the simpler option when the company satisfies the relevant requirements.

Court restoration is used in circumstances where administrative restoration is unavailable or where another interested party needs to restore the company.

Therefore, before starting the restoration process, you should determine exactly why the company was dissolved.

Administrative Restoration Explained

Administrative restoration allows certain companies to be restored through Companies House without applying to court.

According to current GOV.UK guidance, you may be eligible for administrative restoration if:

• You were a director or shareholder/member of the company.
• The company was struck off and dissolved by the Registrar.
• The dissolution occurred within the last six years.
• The company was trading or operating when it was struck off.

There are additional conditions depending on the reason the company was struck off.

For example, administrative restoration cannot be used where the directors voluntarily applied for the company to be struck off.

This distinction is one of the first things to establish when considering whether you can restore a dissolved company UK.

Who Can Apply for Administrative Restoration?

A former director or member can apply if the company meets the relevant requirements.

The applicant must be legally entitled to make the application and must provide the required statement confirming eligibility.

The company itself must also satisfy the conditions for administrative restoration.

Therefore, simply having been a former director does not automatically mean that restoration will be available.

Six-Year Deadline for Administrative Restoration

Timing is an important part of the process.

Generally, an application for administrative restoration must be made within six years from the date of dissolution.

For this reason, anyone considering restoration should check the company’s Companies House record as soon as possible.

Waiting until close to the deadline can make the process more difficult, particularly if several years of accounts or confirmation statements are outstanding.

It may also take time to gather financial records, prepare accounts, deal with penalties, obtain any necessary waiver documentation and complete the restoration application.

How to Restore a Dissolved Company UK

If your company appears to qualify for administrative restoration, there are several important steps to follow.

1. Check the Companies House Record

The first step is to establish the company’s current status.

Check the Companies House register and determine:

• Whether the company is dissolved
• The date of dissolution
• How the company was struck off
• Whether the Registrar or directors initiated the strike-off
• The company’s previous filing history
• Whether you were a director or shareholder/member

This information can help establish whether administrative restoration is potentially available.

2. Establish Which Restoration Route Applies

The next step is determining whether you qualify for administrative restoration or need to apply to court.

If the Registrar struck the company off and the other conditions are satisfied, administrative restoration may be possible.

If the directors voluntarily applied for strike-off, you cannot use administrative restoration and will generally need to consider court restoration instead.

Choosing the correct route at the beginning can prevent unnecessary delays.

3. Prepare Outstanding Company Documents

Companies House requires outstanding documents to be dealt with as part of an administrative restoration application.

These can include:

• Outstanding company accounts
• Confirmation statements
• Other required company documents
• Applicable filing fees
• Outstanding late filing penalties

The exact documents required will depend on the company’s filing history.

Companies House states that the application can be rejected if required information and documents are not included.

4. Review the Company’s Financial Records

Historic accounting information can become a major issue when a company has been dissolved for a considerable period.

You may need to locate:

• Bank statements
• Sales records
• Purchase invoices
• Payroll information
• VAT records
• Previous accounts
• Tax returns
• Asset records
• Loan agreements
• Customer and supplier information

If financial records are incomplete, an accountant may be able to help reconstruct the information needed to bring the company’s records up to date.

5. Deal With Outstanding Penalties

Outstanding late filing penalties may need to be paid before administrative restoration can proceed.

Companies House guidance explains that certain penalties relating to accounts can be relevant to restoration, while accounts that became due during the period of dissolution are treated differently.

It is therefore important to check the company’s specific filing history rather than assuming that every missed filing will have the same penalty.

6. Check for Bona Vacantia Assets

Company assets can create an additional complication.

When a company is dissolved, its assets can pass to the Crown and become legally known as bona vacantia.

These assets can include:

• Property
• Land
• Shares
• Mortgages
• Intellectual property
• Other company-owned assets

If the company owned assets before dissolution, the relevant Crown representative may need to provide a bona vacantia waiver before administrative restoration can proceed.

This is particularly important if the company owned valuable property or investments.

7. Complete Form RT01

Administrative restoration applications are made using form RT01.

The current Companies House guidance states that the application should include the completed RT01 form, outstanding company documents, relevant fees and penalties, and any required bona vacantia waiver documentation.

The application also requires a statement confirming that the applicant is legally entitled to apply and that the company satisfies the restoration conditions.

8. Pay the Restoration Fee

The current administrative restoration fee is £341.

Companies House’s current fee information confirms that the administrative restoration fee is £341.

However, this is not necessarily the total cost.

Other expenses may include:

• Outstanding filing penalties
• Filing fees
• Bona vacantia-related costs
• Accounting fees
• Legal fees
• Court fees, where court restoration is required

Always check the latest official fee information before submitting an application.

9. Submit the Application

Once the required forms, documents and payments have been prepared, the application can be submitted to Companies House.

If the application is successful, Companies House will confirm that the company has been restored.

The company can then return to the register.

What Happens After a Company Is Restored?

Restoration is not necessarily the end of the process.

Once the company has been restored, directors should review its corporate, financial and tax position.

This may involve checking:

• Companies House filings
• Annual accounts
• Confirmation statements
• Corporation Tax
• VAT
• PAYE
• Company bank accounts
• Outstanding debts
• Contracts
• Company assets
• Employee obligations

The company should also make sure that its future filing deadlines are properly monitored.

A company that has been restored but then fails to maintain its statutory obligations could face further Companies House action.

What Happens to Company Assets After Dissolution?

Company assets are one of the most important reasons why restoration may be necessary.

When a company is dissolved, its assets can pass to the Crown as bona vacantia. GOV.UK explains that this can include land, property, shares, mortgages and intellectual property.

For example, suppose a company owned a commercial property before being dissolved because of missed filings.

After dissolution, that property may no longer simply remain under the company’s control.

Restoring the company may be necessary to deal with the legal position properly.

This is why directors should investigate the company’s assets before assuming that starting a new company is the best solution.

What If the Company Was Voluntarily Struck Off?

This is an important distinction.

If the directors voluntarily applied to strike the company off, administrative restoration cannot be used.

Instead, a court order may be required.

A court restoration application can potentially be made by various interested parties, including former members, creditors, former liquidators and other people who have an appropriate interest in the company.

GOV.UK states that court restoration can generally be applied for within six years of dissolution, although exceptions can apply, including certain personal injury claims.

Because court restoration is more involved, professional legal advice may be appropriate.

Court Restoration: What Does It Involve?

Where administrative restoration is unavailable, the court route can be more complicated.

For companies registered in England and Wales, a restoration application generally involves submitting the relevant court claim and supporting evidence.

GOV.UK currently identifies form N208 for applying for a court order to restore a company in England and Wales.

The applicant may need to provide evidence explaining:

• Why restoration is required
• Why the company was dissolved
• The circumstances surrounding the strike-off
• What will happen if the company is restored
• Details of outstanding company obligations

The precise requirements can vary according to the circumstances.

A solicitor experienced in company restoration can help determine what evidence and documentation are needed.

Administrative Restoration vs Court Restoration

The two routes can be summarised as follows:

The correct route depends on the reason for dissolution and the applicant’s relationship with the company.

Common Reasons to Restore a Dissolved Company

There are several reasons a business owner may need to restore a company.

Recovering Company Assets

The company may own property, shares, intellectual property or money that needs to be dealt with.

Continuing the Business

A company may have been dissolved even though it still has commercial potential or was operating when it was struck off.

Dealing With Legal Claims

A company may need to be restored so that a legal matter can be properly addressed.

Recovering Money

A dissolved company may be owed money by customers, debtors or other parties.

Reopening a Company Bank Account

Dissolution can affect access to company bank accounts. GOV.UK confirms that after a company is struck off, access to its company bank account is lost and restoration may be required to regain it.

Mistakes to Avoid When Restoring a Company

Assuming Restoration Is Automatic

Restoration requires an application and supporting documentation. Simply contacting Companies House does not automatically bring a company back.

Using the Wrong Restoration Route

A voluntarily dissolved company cannot use administrative restoration. Choosing the wrong procedure can result in delays or rejection.

Ignoring Historic Accounts

Outstanding accounts and confirmation statements can be a major part of the restoration process.

Forgetting About Bona Vacantia

If the company owned assets when it was dissolved, those assets may have passed to the Crown.

Waiting Too Long

Administrative restoration generally has a six-year deadline.

Treating Restoration as a New Incorporation

Restoring a company is not the same as forming a new company. The legal consequences can be significantly different.

Why Professional Accounting Support Can Help

Restoring a dissolved company can involve more than completing an application form.

If the company has several years of missing accounts, reconstructing financial information can be difficult.

An accountant can help review the company’s records and determine what financial information may be required.

Professional accounting support can be particularly useful where the company:

• Was actively trading
• Had employees
• Was VAT registered
• Had outstanding tax liabilities
• Owned significant assets
• Had business loans
• Had multiple years of overdue accounts
• Had incomplete accounting records

An accountant can also help directors understand their ongoing reporting and tax responsibilities once the company has been restored.

Frequently Asked Questions

How long does it take to restore a dissolved company?

The timescale depends on the restoration route and the complexity of the company’s circumstances.

Administrative restoration may be more straightforward where all required documents and payments are available. Court restoration can take longer because it involves legal proceedings.

Can I restore a company after six years?

Administrative restoration generally must be applied for within six years of dissolution. Court restoration also generally has a six-year period, although specific exceptions exist.

How much does it cost to restore a dissolved company?

The current Companies House administrative restoration fee is £341. Additional costs may apply for penalties, documents, professional advice or other restoration requirements.

Can I restore a company that I voluntarily dissolved?

Not through administrative restoration. If the company was voluntarily struck off, you will generally need to apply to the court for restoration.

What is RT01?

RT01 is the Companies House application form used for administrative restoration of an eligible dissolved company.

What happens to assets when a company is dissolved?

Company assets can pass to the Crown and become bona vacantia. This can include property, land, shares and intellectual property.

Final Thoughts

If you need to restore a dissolved company UK, the first step is to understand how and why the company was removed from the Companies House register.

For eligible companies struck off by the Registrar, administrative restoration may provide a route back to the register. The process generally involves confirming eligibility, checking the six-year deadline, preparing outstanding documents, dealing with applicable penalties, addressing any bona vacantia issues and submitting form RT01.

Companies that were voluntarily struck off generally require restoration by court order instead.

As this company restoration guide has explained, restoring a company can have important consequences for its assets, contracts, tax position, debts and legal rights. It is therefore important to approach the process carefully rather than treating restoration as simply another Companies House filing.

Where a company has complex accounting records, substantial assets or outstanding tax and compliance matters, professional accounting or legal support can make the process considerably easier.