How to Restore a Dissolved Company to the Companies House Register

A dissolved company can be brought back onto the Companies House register. The process is called company restoration, and whether it's straightforward or complex depends largely on how the company was dissolved in the first place.

There are two routes: administrative restoration and restoration by court order. Knowing which one applies to your situation before you start saves time and avoids a rejected application.

Key Takeaways

• There are two routes to restoring a dissolved company: administrative restoration and restoration by court order. The right route depends on how and why the company was dissolved.
• Administrative restoration is available to former directors and shareholders if the company was struck off by Companies House while it was still trading and within the last six years.
• Administrative restoration costs £341 in statutory fees paid to Companies House via form RT01. A bona vacantia waiver letter is also required if the company had assets, which costs £64 from the Bona Vacantia Division.
• Court restoration is needed if the company was voluntarily dissolved, if the administrative route was rejected, or if the applicant is a creditor rather than a former director or shareholder.
• All outstanding accounts, confirmation statements, late filing penalties, and unpaid taxes must be settled as part of either restoration process.

Why Do Companies Get Dissolved?

Companies are dissolved for a range of reasons. Some directors choose to close a company voluntarily once it's no longer needed. Others get struck off by Companies House for non-compliance, such as failing to file accounts or a confirmation statement. Some go through liquidation because of unpaid debts.

Dissolution doesn't always have to be permanent. In many cases, a company can be restored and resume trading as if it had never been closed. Whether that's possible, and which route you need to take, depends on why and when the company was dissolved.

Which Restoration Route Do I Need?

Administrative Restoration

Administrative restoration is the faster and simpler route. It's handled directly with Companies House without going through the courts.

To qualify, you must meet all three of these criteria:

• You were a director or shareholder of the company
• The company was struck off by Companies House (not voluntarily dissolved by the directors) within the last six years
• The company was actively trading at the time it was dissolved

If any of these conditions don't apply, you'll need to go through the court order route instead.

Restoration by Court Order

A court order is required if the company was voluntarily dissolved by the directors, if the administrative restoration application was rejected, or if the applicant is a creditor rather than a former director or shareholder.

It's a more involved process and usually requires legal support to navigate correctly.

How Do I Apply for Administrative Restoration?

If you meet the eligibility criteria, here's what the process looks like:

1. Obtain a bona vacantia waiver letter

If the company held assets at the time it was dissolved, those assets will have passed to the Crown as bona vacantia. You need a waiver letter from the Bona Vacantia Division of the Government Legal Department before Companies House will process the restoration. This costs £64. Start this early, as it's one of the most common sources of delay.

2. Prepare outstanding documents

All overdue accounts and confirmation statements must be brought up to date and submitted alongside your application. Companies House will not restore the company while filings are outstanding.

3. Settle outstanding penalties

Any late filing penalties owed to Companies House must be cleared. Contact Companies House directly to find out what's due. Late penalties stop accumulating from the date the company was struck off.

4. Complete and submit form RT01

The RT01 is the application form for administrative restoration. It must include the company's name and registration number, a statement of compliance confirming you have legal standing to apply, and optionally an alternative company name if the original name has been taken by another company.

5. Pay the £341 fee

The statutory fee for administrative restoration is currently £341, payable to Companies House. Applications without the correct fee will be rejected.

Send the completed RT01, all outstanding documents, the bona vacantia waiver letter, and your payment to Companies House by post.

6. Wait for confirmation

If the application is accepted, Companies House will send a confirmatory letter. The restoration takes effect from the date of that letter, and the company is treated as though it never ceased to exist.

How Do I Apply for Restoration by Court Order?

Court restoration is more complex and usually requires a solicitor or company restoration specialist.

Determine eligibility

Former directors, shareholders, and creditors can all apply for restoration via court order. As with administrative restoration, there is generally a six-year time limit from the date of dissolution, though exceptions exist where the company held significant assets or where the application relates to a personal injury claim.

Submit a Claim Form N208 and Witness Statement

These are filed with the relevant court. The Witness Statement explains why the restoration is being sought and provides evidence to support the application.

Notify relevant parties

Copies of the application must be sent to Companies House, and in some cases the Treasury Solicitor if the company had assets that passed to the Crown.

Settle all outstanding fees and penalties

As with administrative restoration, all overdue accounts, confirmation statements, penalties, and unpaid taxes must be addressed before the court will grant restoration.

Attend the court hearing

A judge reviews the application and decides whether to grant the restoration order. If approved, the court order is sent to Companies House to formally restore the company.

File the court order with Companies House

Once Companies House processes the order, the company is officially restored to the register.

Common Issues That Delay Restoration

Missing records

Past accounts or confirmation statements may be hard to locate if the company has been dissolved for some time. Check whether copies exist with Companies House, your accountant, or Companies MadeSimple if the company was formed through us. Professional services can sometimes help reconstruct missing records.

Outstanding debts and penalties

Any unpaid taxes or penalties must be cleared before restoration can be finalised. Contact HMRC early to establish what's owed and, if necessary, arrange a payment plan.

Objections from interested parties

Creditors or other interested parties may object to a restoration. Informing relevant parties in advance and being prepared to provide a justification for the restoration can help prevent delays.

Court delays

The court process takes longer than administrative restoration, and legal complexities can add further time, particularly where assets passed to the Crown after dissolution. Getting professional support early in the process is often worth it.

What Happens After Restoration?

Once the company is restored, it is treated as though it had never been dissolved. The company can trade immediately and all rights and obligations are reinstated from the original date of incorporation.

You should notify your bank, insurers, and HMRC as soon as possible to reactivate your business accounts and tax registrations. If the company name has changed, a change of name certificate will be issued alongside the restoration.

FAQs

Can I restore a dissolved company in the UK?

Yes, in most cases. Dissolved companies can be restored through administrative restoration or a court order depending on how they were closed and how long ago. There is generally a six-year time limit for administrative restoration, though different rules apply in some circumstances.

What is the difference between administrative restoration and court restoration?

Administrative restoration is available to former directors and shareholders if the company was struck off by Companies House while trading within the last six years. It's handled directly with Companies House. Court restoration is required if the company was voluntarily dissolved, if the administrative route was rejected, or if the applicant is a creditor. It involves a formal court hearing and is more complex.

How much does it cost to restore a dissolved company?

Administrative restoration costs £341 in statutory fees paid to Companies House. If the company had assets at dissolution, a bona vacantia waiver letter is also required, which costs £64 from the Bona Vacantia Division. You'll also need to settle all outstanding accounts, confirmation statements, and any late filing penalties. Court restoration involves additional court fees and usually legal costs on top.

What is a bona vacantia waiver letter?

When a company is dissolved with assets remaining, those assets pass to the Crown under the legal principle of bona vacantia. Before Companies House will restore the company, you need a waiver letter from the Bona Vacantia Division of the Government Legal Department confirming they have no objection to the restoration. This costs £64 and can take one to two weeks to obtain, so it's worth applying for it early.

Do I need to pay old debts and penalties before restoring the company?

Yes. All outstanding late filing penalties owed to Companies House and any unpaid taxes must be cleared as part of the restoration process. Contact HMRC and Companies House directly to find out what's owed before you apply.

Can a company trade immediately after restoration?

Yes. Once Companies House confirms the restoration, the company is treated as though it never ceased to exist and can trade immediately. Notify your bank, HMRC, and insurers promptly to reactivate your accounts and tax registrations.

What if my company name has been taken by another business?

You can include an alternative company name in your RT01 application. If Companies House accepts it, a change of name certificate will be issued alongside the restoration. If no alternative is provided and the name is unavailable, Companies House will restore the company using the company registration number as a temporary name. The company must then change its name within 14 days of restoration or an offence is committed.

This article is for general information only and does not constitute legal or financial advice. Companies House fees, eligibility requirements, and restoration procedures can change. Always check current guidance on GOV.UK and consider seeking legal or professional advice before applying to restore a dissolved company.