Dissolved company? How we can stop your assets being seized by the Crown

When a company is struck off the Companies Register or dissolved, all its bank accounts, property and assets are forfeit to the Crown, or to the Duchies of Lancaster or Cornwall, writes Stefan Arestis.

The legal position

In legal terms, the assets become "bona vacantia". Often the first that the company hears of this is when bank calls with the news that its accounts have been frozen.

The only way a struck off company can continue to deal legally with its accounts, property and assets is to apply for a court order restoring the company with the consent of the Treasury Solicitor and the Registrar of Companies.

It is not possible to circumvent this by incorporating another company with the same name. Indeed to do so may be a criminal offence and is certainly not advisable.

Until the company is restored by court order, it remains unable to deal with its assets. The company must be restored in order to:

• give good title any property it wishes to sell
• pursue a legal claim
• obtain the benefit of any bank balances
• collect its debts
• pursue tax or VAT reclaims
• administer pension assets or insurance policies
• carry on business in any other way.

What does this mean?

If you find yourself in this position, it is vital that you act quickly and instruct us to apply for the company to be restored without delay. 

This is even more important for companies that have been liquidated, because there is a two-year limitation period for this process, running from the date the company was dissolved.

If this is missed, then a separate and more costly application will have to be made directly to the Treasury Solicitor, which is discretionary and may even be rejected.

A court application is necessary to obtain a Restoration Order and the process usually takes eight to 12 weeks from submission of the application.

A claim is filed in the High Court in London or at one of the District Registries or in a County Court. We process all applications through the Companies Court in London as this is the quickest route.

The company and any director, member or creditor may make this application. If the company was struck off at the request of either the directors, employees, managers or pension trustees, any directors who did not originally consent to striking off may also apply.

The court application must be served on the Treasury Solicitor or the solicitor acting for the relevant Duchy and must also be served on the Registrar of Companies. The Registrar of Companies must be given at least ten days to instruct the Treasury Solicitor.

The court requires a statement of truth or witness statement from the applicant confirming that the required formalities have been complied with and also setting out the history of the Company and circumstances surrounding its striking off and the reason for its application.

It is necessary to show that the Treasury Solicitor has no objection to the restoration of the company.

In some instances the applicant does not require the company to carry on after restoration but simply requires the company to be restored so that any assets inadvertently left in the company can be realised. In such cases it may not be necessary to bring the statutory affairs of the company up to date.

If the application is successful a copy of the Court Order will need to be sealed and served on the Registrar of Companies.

How Silverman Sherliker can help

If your company has been struck off or had its assets frozen, we will do all the work necessary to get your company back on the register as quickly as possible and with the least hassle or cost to you.

Our company restoration service is fast, discreet and cost-effective. We act for business owners and also undertake work for professionals such as accountants, lawyers, and company secretarial representatives.