Restoring a Company to the Register: Routes, Costs, and Tax

Restoring a company to the register is done one of two ways: administrative restoration through Companies House using Form RT01, or an application to the court for a restoration order. The administrative route is cheaper and faster, with a £341 filing fee, but it is only open to former directors or shareholders of a company that Companies House itself struck off. Everything else — voluntarily dissolved companies, applications by creditors or claimants, cases outside the standard six-year window — goes through the court. Either way, you will need to clear outstanding filings, pay any penalties, and obtain a waiver from the Crown before the company comes back onto the register.

Which Route Applies to You

Administrative restoration is available only when all of the following are true: Companies House struck the company off (not a voluntary strike-off by the directors), the company was carrying on business or in operation at the time, and the applicant is a former director or former shareholder. If any of those fails, you need a court order.1GOV.UK. Company Restoration to the Register

The court route is wider. Under section 1029 of the Companies Act 2006, applicants can include the Secretary of State, former directors, shareholders, creditors, liquidators, people with an interest in land or other property the company held, people with a potential legal claim against the company (such as personal injury claimants), and parties to contracts the company was involved in. If you are owed money by a dissolved company or need to sue one, you do not need the former directors to cooperate — you can apply yourself.

Time Limits

Administrative restoration must be applied for within six years of the date of dissolution. Miss that window and the administrative route closes permanently.

Court-ordered restoration also carries a general six-year limit under section 1030(4) of the Companies Act 2006, but there are exceptions. A person applying because of a property interest or a potential legal claim may be able to apply beyond six years where the court considers it just. If your company was dissolved several years ago, check the deadline before you spend money on preparation.

Administrative Restoration Through Companies House

The application is Form RT01, which requires the company’s full legal name and registration number.2GOV.UK. Application for Administrative Restoration to the Register The form itself is short. The work is in what has to be done around it.

Before Companies House will act on the application, the company’s filing record must be fully up to date. That means every overdue annual account and every overdue confirmation statement, filed and paid for. Each confirmation statement carries a £40 fee, and late accounts attract separate penalties.3Companies House Blog. Administrative Restoration of a Dissolved Company

You also need a waiver letter from the Treasury Solicitor, the government’s Crown representative. This letter confirms the government does not object to giving up its interest in the company’s former assets. You apply for it using Form WA1 from the Government Legal Department, and the fee is £64.4GOV.UK. Apply for a Waiver Letter WA15GOV.UK. BVC14 Form

Submit the RT01 with the £341 filing fee once the back-filings and the waiver are in order.6GOV.UK. Apply for Administrative Restoration to the Register RT01 Companies House will reject an application if the supporting pieces are incomplete.

Restoration by Court Order

When administrative restoration is not available, the application goes to court. The application is made using a Part 8 Claim Form, which starts formal proceedings under the Companies Act 2006. You will also need a proposed draft order setting out the specific relief, and a witness statement.

The witness statement does the heavy lifting. It should set out your name, address, and connection to the company; the company’s registered name, number, and date of dissolution; and a clear explanation of why restoration is needed now. If the restoration is about property, exhibit evidence of the company’s interest in it. If it is about legal proceedings, include copies of the relevant court documents.7GOV.UK. Outline of a Witness Statement – Appendix B Company Restoration Guide

You then have to formally notify both the Registrar of Companies and the Treasury Solicitor that proceedings have been started. Either can raise objections or set conditions, typically around costs or outstanding filings. Evidence of service must be filed with the court before the hearing.1GOV.UK. Company Restoration to the Register

What It Actually Costs

The headline filing fee is only part of the picture. Expect to budget for most or all of the following:

A company that has been off the register for several years can easily face thousands of pounds in back-filing fees and penalties before the restoration itself is processed. Late filing penalties alone can reach £3,000 per year where accounts were more than six months overdue in consecutive years. Price the whole exercise before you start.

Assets Held by the Crown

When a company is dissolved, everything it owned at that moment becomes bona vacantia and passes to the Crown automatically.9LexisNexis. Companies Act 2006 – Section 1012 Bank balances, real estate, intellectual property, and any other assets transfer the moment the company stops existing.10GOV.UK. Bona Vacantia Dissolved Companies BVC1 The company’s bank account is frozen from the date of dissolution.11Companies House Blog. Closing Your Company and Applying for Voluntary Strike Off

Successful restoration reverses that: assets return to the company’s ownership as if the dissolution had never happened. In practice, reclaiming specific assets like bank accounts or land requires producing the notice of restoration and the company’s updated registration details to the Treasury Solicitor and third parties such as banks or the Land Registry. If the Crown has already dealt with the property in the meantime, recovery can take longer.

Legal Effect Once Restored

Whether restored administratively or by court order, the core consequence is the same: the company is treated as if it had never been dissolved. Section 1032 of the Companies Act 2006 provides that the general effect of a court order for restoration is that the company is deemed to have continued in existence throughout the period it was off the register.12LexisNexis. Companies Act 2006 – Section 1032 The same principle applies to administrative restoration.

Contracts become enforceable again. Legal proceedings can be brought or continued. Property rights snap back into place. The court also has power to give directions placing the company and other people in the same position, as nearly as possible, as if the dissolution had not happened. One useful point for restored companies: a company restored by court order is not liable for civil penalties for failing to deliver accounts during the period it was off the register.

Tax After Restoration

Restoration does not clear tax. Because the company is treated as having existed continuously, HMRC will expect Corporation Tax returns for every period the company was off the register. Any tax unpaid at dissolution remains owed, with interest and penalties on top. Dealing with HMRC is not formally part of the Companies House process, but it is a practical necessity.

If the company traded during any of the dissolved years, budget for professional accounting help. Reconstructing accounts for multiple years, especially when bank records may have been frozen or lost, is where restoration projects most often stall. Deal with the tax position early, ideally before you submit the RT01 or issue the court claim, so there are no surprises once the company is back on the register.