Restoring a Company just got Easier and Faster!
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The need to restore a dissolved/struck off company is an unfortunate, but common, procedure requested for one of two reasons:
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1 - A company has missed its deadline to file annual returns/accounts and therefore has been struck off the company register. If you trade with a dissolved company there can be serious legal repercussions, including personal liability for company debts and a host of contractual and other legal issues.
2 - A company has been dissolved, but the directors/shareholders realise they have forgotten to transfer an asset left behind in the company name, such as a pot of money in Barclays Bank, the company premises or even Intellectual Property Rights registered under the dissolved company’s name. These assets will pass “bona vacantia” to the Crown.
The only way a struck off or dissolved company can continue trading or release assets held as “bona vacantia” is by way of an application to the Registrar of Companies for a company restoration.
This used to be possible only via a Court application by a shareholder of the dissolved company.
Under the new Section 1024 Companies Act 2006, however, the Court procedure has been cut out and this application can now be made directly to the Registrar of Companies.
The application will be granted subject to submitting any outstanding annual returns or company accounts and approval from the Treasury Solicitor.
The end result is that the company will be restored and deemed to have continued in existence as if it had not been dissolved and struck off. The outcome should be quicker than under the old procedure.
A six-year limitation period is imposed for an administrative restoration application: the company must have been dissolved for no more than six years on the date the registrar receives the application. Failing this, it’s 20 years for the more lengthy Court procedure.
For queries about this new procedure or anything else related to dealing with dissolved companies, our specialist solicitor, Stefan Arestis, is very happy to guide you through what is involved to try to find a cost-effective, commercial solution. Contact Stefan on +44 (0)20 7749 2700, or email sa@silvermansherliker.co.uk. |
