Administrative Restoration: A Complete Guide for UK Companies

A company can disappear from the Companies House register for several reasons. In some cases, it may happen because the company stopped trading, failed to keep its records up to date or did not respond to Companies House correspondence. But what if the company needs to operate again after being dissolved?

This is where administrative restoration can be important. Under certain conditions, a former director or member can apply to have a dissolved company restored to the Companies House register without going through the courts. The process has specific eligibility requirements, deadlines, documents and costs.

This guide explains what administrative restoration means, who can apply, how the RT01 application works and what happens after a company is restored.

What Is Administrative Restoration?

Administrative restoration is a process that allows an eligible company to be restored to the Companies House register by the Registrar of Companies. It is different from restoration by court order because an eligible applicant can apply directly to Companies House rather than starting court proceedings.

However, administrative restoration is only available in specific circumstances. Companies House states that the applicant must generally have been a director or shareholder/member of the company, the company must have been struck off and dissolved by the Registrar within the previous six years, and the company must have been trading or in operation when it was struck off.

Why Might a Company Need Restoration?

There are several reasons why someone may need to restore a dissolved company. For example, a company might have been struck off because it failed to file its accounts or confirmation statements. Later, the former directors may discover that the business still needs to deal with:

• Company assets
• Outstanding contracts
• Unpaid invoices
• Legal claims
• Tax matters
• Property
• Bank accounts
• Intellectual property
• Other financial or business interests

Once a company has been dissolved, it cannot continue normal business activities. Restoration can allow the company to return to the register and deal with matters that could not be completed while it was dissolved.

Who Can Apply for Administrative Restoration?

Not everyone can apply. Under the current Companies House rules, an application can generally be made by someone who was a director or shareholder/member of the company when it was struck off or dissolved.

The applicant also needs to demonstrate that the company meets the conditions for administrative restoration. This is important because simply being interested in a dissolved company does not automatically give someone the right to use the administrative restoration process.

When Is Administrative Restoration Available?

Administrative restoration is available only where specific conditions are satisfied.

Generally, all of the following need to apply:

1. You were a director or member/shareholder of the company.
2. The company was struck off by the Registrar.
3. The company was dissolved within the last six years.
4. The company was trading or in operation when it was struck off.
5. The company was not voluntarily struck off by an application from its directors.

Companies House specifically states that administrative restoration cannot be used where the directors voluntarily applied to strike the company off. In that situation, restoration normally requires a court order.

Administrative Restoration vs Court Restoration

It is important to understand that there are different routes for restoring a company.

Administrative Restoration

Administrative restoration is handled by Companies House and is available only where the company’s circumstances satisfy the relevant conditions. It is generally intended for companies that were struck off by the Registrar rather than voluntarily dissolved.

Restoration by Court Order

If administrative restoration is not available, a court application may be necessary. For example, if the company’s directors voluntarily applied for strike-off, the administrative route cannot be used. Companies House confirms that a court order is required in such circumstances. Court restoration can also apply in other circumstances where the requirements for administrative restoration are not met.

The Six-Year Time Limit

One of the most important points to understand is the deadline. An application for administrative restoration must generally be made within six years from the date the company was dissolved. This means you should check the company’s dissolution date before starting the application.

For example, if a company was dissolved in October 2022, the administrative restoration application must generally be received by the Registrar within the six-year period. Waiting too long can mean that administrative restoration is no longer available and another legal route may need to be considered.

How to Apply for Administrative Restoration

The application is made using form RT01. Companies House requires the completed application to be submitted with the necessary supporting documents and fees. The process can be broken down into several steps.

Step 1: Check the Company’s History

Start by checking the company’s Companies House record.

You should establish:

• When the company was dissolved
• Why it was struck off
• Whether it was struck off by the Registrar
• Whether the company was trading when it was dissolved
• Whether you were a director or member
• Whether the six-year deadline has passed

This information will help determine whether administrative restoration is appropriate.

Step 2: Complete Form RT01

The formal application is made using RT01 – Application for administrative restoration to the Register. The form requires details such as the company’s name and company number, along with information confirming that the conditions for restoration have been met. It is important to complete the form accurately. Missing information can result in the application being rejected or delayed.

Step 3: Deal With Outstanding Documents

Restoration does not simply put the company back on the register without addressing its filing history. Companies House requires outstanding company documents to be dealt with.

This can include:

• Annual accounts
• Confirmation statements
• Other outstanding filings
• Relevant filing fees
• Late filing penalties where applicable

Companies House specifically states that outstanding company documents and relevant fees must be included with an administrative restoration application.

Step 4: Deal With Outstanding Penalties

If the company failed to file accounts on time before it was dissolved, there may be outstanding penalties.

Companies House states that applicants need to include outstanding late filing penalties for accounts where applicable.

It is therefore sensible to establish the company’s filing position before submitting the application.

Step 5: Obtain a Bona Vacantia Waiver Letter Where Required

If the company had assets when it was dissolved, you may need a Bona Vacantia waiver letter.

Bona vacantia refers broadly to ownerless property that can pass to the Crown.

Companies House states that the former director or shareholder is responsible for obtaining the waiver letter where required. The current stated cost for the waiver letter is £64.

The exact requirements can depend on the company’s circumstances and the jurisdiction involved.

Step 6: Pay the Restoration Fee

The current Companies House fee for administrative restoration is £341.

This is the Companies House application fee and does not necessarily represent the total cost of restoring a company.

Additional costs may arise from:

• Outstanding filing fees
• Late filing penalties
• Professional accounting work
• Legal advice
• Bona Vacantia requirements
• Preparing overdue accounts

What Happens After You Apply?

Companies House reviews the application and supporting information.

If the requirements have been met and the necessary documents and fees have been provided, the company can be restored.

Companies House states that, when an application is successful, the company is restored as soon as the Registrar sends confirmation.

If the application is refused, there may be other options, including applying to the court for restoration in appropriate circumstances.

What Happens When a Company Is Restored?

Restoration is more than simply changing the company’s status on the Companies House website.

The effect of restoration is significant because the company is brought back onto the register.

The company’s legal position is generally treated as if it had continued to exist, subject to the relevant restoration rules and court or registrar requirements.

This can be particularly important when dealing with:

• Company property
• Contracts
• Bank accounts
• Tax matters
• Legal claims
• Outstanding business transactions

Because restoration can have legal and financial consequences, professional advice may be appropriate where the company’s affairs are complicated.

What About Company Accounts and Confirmation Statements?

Restoring a company does not mean its filing responsibilities can simply be ignored.

Outstanding documents may need to be filed as part of the restoration process.

This is one reason it is important to review the company’s Companies House filing history before making an application.

For example, if accounts and confirmation statements were overdue before the company was dissolved, these may need to be addressed as part of the restoration requirements.

A qualified accountant can help determine which documents need to be prepared and filed.

What If the Company Had Assets?

Company assets require particular attention.

If a company is dissolved while it owns property or other assets, those assets can become subject to bona vacantia rules.

This is why restoration applications involving company assets may require a waiver letter from the relevant Crown representative. Companies House specifically identifies a Bona Vacantia waiver letter as part of the requirements where applicable.

If the company owned significant assets, professional legal advice may be worthwhile before taking action.

Can a Voluntarily Dissolved Company Use Administrative Restoration?

Generally, no.

This is one of the most important distinctions.

If the company’s directors voluntarily applied to strike it off, the administrative restoration procedure cannot be used. Companies House guidance states that a court order is required to restore a company that was voluntarily struck off.

Therefore, before choosing the restoration route, establish exactly how and why the company was removed from the register.

Common Reasons an Administrative Restoration Application May Fail

An application may not succeed if the company does not meet the required conditions.

Common issues include:

The Six-Year Deadline Has Passed

If more than six years have passed since dissolution, administrative restoration is generally no longer available.

The Company Was Voluntarily Struck Off

A voluntary strike-off does not qualify for administrative restoration.

The Applicant Is Not Eligible

The applicant generally needs to have been a director or member/shareholder of the company.

Required Documents Are Missing

Companies House requires outstanding documents and relevant fees to be dealt with.

Outstanding Penalties Have Not Been Addressed

Late filing penalties may need to be paid before restoration can be completed.

Bona Vacantia Requirements Have Not Been Met

Where the company had assets, the necessary waiver arrangements may need to be made.

How Much Does Administrative Restoration Cost?

The current Companies House application fee is:

Administrative restoration fee: £341

However, the final cost can be higher depending on the company’s situation.

For example, you may also need to pay for:

• Outstanding filing fees
• Late filing penalties
• Bona Vacantia waiver requirements
• Preparation of accounts
• Accounting support
• Legal advice
• Other professional services

For a company with a straightforward filing history, the process may be relatively simple. A company with years of outstanding paperwork or significant assets may require considerably more work.

Administrative Restoration Checklist

Before applying, it is useful to work through the following checklist:

• Confirm the company was struck off by the Registrar
• Confirm it was trading or operating when struck off
• Confirm you were a director or member/shareholder
• Check the date of dissolution
• Confirm the six-year deadline has not passed
• Obtain the RT01 form
• Identify outstanding company documents
• Check for outstanding filing fees
• Check for late filing penalties
• Identify any company assets
• Obtain a Bona Vacantia waiver where required
• Pay the £341 application fee
• Submit the application to Companies House
• Respond to any further requirements from Companies House

Should You Get Professional Help?

Administrative restoration may look straightforward, but the process can become complicated if the company has outstanding accounts, tax issues, assets or legal obligations.

Professional accounting support can be useful for reviewing:

• Previous accounts
• Company records
• Tax obligations
• Outstanding filings
• Penalties
• Company assets
• Financial records

A solicitor may also be appropriate where court restoration, property rights or complex legal matters are involved.

The official Companies House guidance itself recommends seeking professional advice where you are unsure about your responsibilities or circumstances.

Final Thoughts

Administrative restoration provides an important route for eligible companies that have been struck off the Companies House register by the Registrar. The process is subject to strict requirements. You generally need to have been a former director or member, the company must have been struck off by the Registrar, it must have been trading or operating when it was struck off, and the application must normally be made within six years of dissolution.

The current Companies House application fee is £341, and applicants may also need to deal with outstanding filings, penalties and Bona Vacantia requirements. If the company was voluntarily struck off, administrative restoration is not available and restoration by court order may be necessary. Understanding the company’s history and preparing the required documents before applying can make the restoration process much smoother.

FAQs

What is administrative restoration?

Administrative restoration is a Companies House process that allows an eligible dissolved company to be restored to the register without a court order.

Who can apply for administrative restoration?

Generally, a former director or member/shareholder of the company can apply if the company meets the relevant conditions.

How long do I have to restore a company?

Administrative restoration must generally be applied for within six years from the company’s date of dissolution.

How much does administrative restoration cost?

The current Companies House fee is £341. Other costs may apply depending on the company’s circumstances.

What form is used for administrative restoration?

The application is made using form RT01.

Can a company voluntarily struck off be administratively restored?

No. If the directors voluntarily applied to strike the company off, administrative restoration is not available. A court order is generally required.

What happens if my application is refused?

Depending on the circumstances, you may be able to apply for restoration through the courts. Companies House also notes that a former shareholder may potentially be able to seek a discretionary grant in certain situations.