An introduction to administrative restoration

Close-up of a Welcome Back note on a takeaway coffee cup on an office desk. Concept of company coming back to life through administrative restoration.

If your UK company or limited liability partnership (LLP) was struck off, you’d be forgiven for thinking it was the end of your business. Fortunately, you may be eligible to have your company restored through administrative restoration.

Administrative restoration is a process performed by Companies House that returns your company onto the public register and effectively turns back the hands of time as if your company had never been dissolved in the first place.

This can be an incredibly useful process if you’d like to resume trading or recover company assets. But it’s important to note there are a range of eligibility requirements and a stringent process you must follow to achieve restoration.

This guide explains what administrative restoration is, who can use it, how it differs from a court restoration, and the steps you can take to achieve an administrative restoration.

What is administrative restoration?

Administrative restoration is one of several legal processes that company owners can take to bring a UK company or limited liability partnership “back to life”.

In simple terms, it takes the form of a request submitted to Companies House restoration team to return a dissolved company or limited liability partnership (LLP) back onto the public register. If approved, administrative restoration brings your company back as if it had enjoyed a totally unbroken existence.

While this process may present a viable path forward to resume trading, it’s important to note that there is a range of unique requirements before your request for administrative restoration will be approved.

That being said, the administrative restoration process tends to be a fairly fast and inexpensive option if a company director wants to start trading again — or recover any of the assets that may have remained of the business after it was dissolved.

Who can use the administrative restoration procedure?

Companies House offers a finite set of eligibility requirements concerning administrative restoration.

Restoration is available exclusively to UK companies or LLPs that were dissolved compulsorily by Companies House, which usually happens as a result of a failure to complete certain filings (namely the annual confirmation statement and annual accounts).

It’s also a requirement that your company or partnership must have been dissolved within the last six years.

If your company or LLP ticks these boxes, then administrative restoration might be possible for your business.

But if your company or partnership was dissolved voluntarily by its company directors (using Form DS01), you can’t apply to be administratively restored. Instead, you’ll need to apply for a ‘court order restoration’.

We’ll touch upon this process and how it differs from the administrative restoration process shortly. First, let’s take a look at the benefits of administrative restoration.

Why carry out an administrative restoration?

There are several key benefits you can expect to gain by applying for administrative restoration.

First and foremost, a restoration enables you to start trading again. If you’re ready to start doing business again and your company or partnership is still required, this process will help you achieve your goals.

Secondly, restoration empowers company owners with the legal ability to retrieve any money or other assets that still belong to the company despite its dissolution.

When a company is dissolved, all assets are deemed “bona vacantia” (a Latin phrase meaning “vacant goods” i.e. the goods have no owner) and then transferred to the Crown. You’ll find things like the company’s bank account will be frozen, so you won’t be able to withdraw any money. The process of restoration returns these assets to the company. In the example of the frozen bank account, this will be unfrozen.

Finally, the administrative restoration process itself is quick and straightforward. It’s a lot faster and more cost-effective than alternative processes like ‌performing a court restoration.

How does an administrative restoration differ from a court restoration?

As we’ve already outlined, one of the key benefits of administrative restoration is that it’ll enable you to avoid going through the courts. This can be a time-consuming and expensive process.

That being said, if your company was dissolved voluntarily or is not otherwise eligible for administrative restoration, a court restoration might be the only option available to you.

You may be eligible to apply for a court order to restore a UK company or LLP if you:

  • Were a company director or company shareholder when the company was dissolved
  • Have a shared or competing interest in land
  • Are responsible for the company’s employee pension fund
  • Were owed money by the company when it was dissolved

What’s the process for administrative restoration?

Fortunately, the process for administrative restoration is faster and cheaper than court restoration.

1. Complete form RT01

The first step of the administrative restoration process is to complete Form RT01. This form requires the payment of a £100 filing fee and should take the form of a cheque made payable to ‘Companies House’.

2. Obtain a Bona Vacantia waiver letter

Next, you must obtain a Bona Vacantia (BV) waiver letter. This is a requirement for any company that has assets like a company bank account or other property belonging to the company.

If you’re trying to restore a company based in England or Wales, a BV waiver letter must be obtained from the Treasury Solicitor. It states that they have no objection to the restoration of your company. It also promises that, upon restoration, any company or LLP assets held by the crown will be returned.

To apply to the Treasury Solicitor for a BV letter, you’ll need to complete application Form BVC14.

If your company owned property or assets in Scotland or Northern Ireland, you’ll be required to obtain a waiver letter from the King’s and Lord Treasurer’s Remembrancer, Scotland, or from the Crown Solicitor’s Office, Northern Ireland (respectively).

Regardless of which body you need to obtain the BV letter from, there will usually be a charge – for example, the Treasury Solicitor’s current fee is £64.

3. Put together all outstanding documents, filing fees, and fines required to bring the company’s filing record up to date

Finally, you’ll need to make sure that any and all documents required to bring the filing record of your company or LLP are up to date.

This will include your company’s confirmation statement and any overdue accounts, together with the normal fees these filings would normally attract.

In addition, if your company owes any penalties to Companies House (for example, penalties for the late filing of annual accounts), this will also need to be included.

4. Send everything to Companies House

Once you have your restoration application, Bona Vacantia waiver letter, as well as payment (including for any relevant fines and filings), submit your application to Companies House.

Upon submission of these items, the Companies House restoration team will then be able to make a decision on your application. If the registrar chooses to restore the company, it’s deemed to have continued in existence as if it had never been dissolved or struck off the public register.

You’ll be sent a confirmation letter upon your successful application.

If your application for administrative restoration is unsuccessful, you’ll need to apply for a court order to have the company restored or try to obtain a discretionary grant.

The bottom line

It might feel like the end of the world if your company gets dissolved or struck off, but that may not be the case.

If you’re eligible for administrative restoration, this process can offer a fast and affordable way to bring your company back onto the register. That being said, it’s important to obtain professional advice beforehand to ensure you’re both eligible and well-positioned to submit your application — and we’re here to help.

Speak to Linnear COSEC if you have a company you wish to restore using the administrative procedure. We can walk you through the process, support you with the required documentation and offer advice to help you maximize your chances of success.

About the author

Nicholas joined in 2018 to set up the Company Secretarial Department in the group’s company formation divisions. After establishing the department, he was a key stakeholder in the development of Linnear CoSec. Prior to joining the group, Nicholas worked in a variety of client-facing positions at an international provider of corporate services, caring for a diverse portfolio of companies. He is a Chartered Secretary and Governance Professional, and holds a bachelor's degree in Politics as well as a Masters in Corporate Governance.

2 thoughts on “An introduction to administrative restoration

Leave a comment

Your email address will not be published. All fields required