Guidance

Strike off, dissolution and restoration

Updated 8 November 2022

This guidance explains how you can remove and restore your company from the register, as covered under law in part 31 of the Companies Act 2006.

This guidance will be relevant to you if:

• you want to dissolve a company
• you want to restore a company

and you are:

• a director or secretary of a company
• an adviser to the company

The information provided in this guidance is aimed at the most common circumstances for strike off, dissolution and restoration of a limited company. It is not drafted with unusual or complex circumstances in mind. If, after reading this guidance, you are in any doubt about your responsibilities, you should consider seeking professional advice.

1. When a company can apply to be struck off the register

A company can apply to the registrar to be struck off the register and dissolved.

The company can do this if it’s no longer needed, for example if:

• the directors wish to retire and there is no one to take over the running of the company
• the company is a subsidiary whose name is no longer needed
• the company was originally set up to exploit an idea that turned out not to be feasible

Some companies which are dormant or no longer trading can choose to apply for strike off. If you have decided that you do not want to retain your company and wish to have it struck off, the registrar will not normally pursue any outstanding late filing penalties unless you restore the company to the register at a later stage.

This procedure is not an alternative to formal insolvency proceedings where these are appropriate. Even if the company is struck off and dissolved, creditors and others could apply for the company to be restored to the register.

2. When a company cannot apply to be struck off the register

An application for voluntary striking off can only be made on the company’s behalf by its directors or a majority of them.

Section 1004 and section 1005 of the Companies Act 2006 set out the circumstances in which the company may not apply to be struck off.

For example, the company may not make an application for voluntary strike off if, at any time in the last 3 months, it has:

• traded or otherwise carried on business
• changed its name
• engaged in any other activity except one which is necessary for the purpose of:
  • making an application for strike off or deciding whether to do so (for example, seeking professional advice on the application or paying the filing fee for the strike off application)
  • concluding the affairs of the company, such as settling trading or business debts
  • complying with any statutory requirement
  • made a disposal for value of property or rights that, immediately before ceasing to trade or otherwise carry on business, it held for the purpose of disposal for gain in the normal course of trading or otherwise carrying on business

For example, a company in business to sell apples could not continue selling apples during that 3 month period but it could sell the truck it once used to deliver the apples or the warehouse where they were stored.

A company cannot apply to be struck off if it is the subject, or proposed subject, of:

• any insolvency proceedings such as liquidation, including where a petition has been presented but has not yet been dealt with
• a section 895 scheme (that is a compromise or arrangement between a company and its creditors or members)

A company cannot apply to be struck off the register if it has bearer shares in issue. Bearer shares are where a warrant has been issued in respect of shares and there is no registered shareholder in the register of members. You can find further circumstances in which you cannot make an application in section 1004 and section 1005 of the Companies Act 2006.

You will commit an offence if you breach these restrictions, and are liable for a fine on conviction.

3. Before you apply for strike off

There are safeguards for those who are likely to be affected by a company’s dissolution. If your company has creditors, members, employees etc, you should inform all the necessary people before applying, as any of them may object to the company being struck off. You should deal with any loose ends, such as closing the company’s bank account or the transfer of any domain names before you apply.

You may notify any other organisation or party who may have an interest in the company’s affairs, otherwise they might later object to the application. For example, HMRC, local authorities (especially if the company has any obligation involving planning permission or health and safety issues), training and enterprise councils and government agencies.

If you are a director you should not resign before applying for strike off as you must be a director at the time the registrar receives the application.

The company’s bank account will be frozen from the date of dissolution, and any credit balance in the account will pass to the Crown. Any assets of a dissolved company will also belong to the Crown.

4. How to apply for strike off and who to tell

Apply online - Close a company.

This will help us process your application as quickly as possible. It takes much longer to process paper documents sent by post.

4.1 Who to tell about the strike off application

The directors who make the application must, within 7 days of sending the application to the registrar, send a copy to:

• members, usually the shareholders
• creditors, including all existing and likely creditors such as:
  • banks
  • suppliers
  • former employees if the company owes them money
  • landlords or tenants (for example, where a bond is refundable)
  • guarantors
  • personal injury claimants
  • HMRC and Department of Work and Pensions (DWP)
• employees
• managers or trustees of any employee pension fund
• any directors who have not signed the form

The company’s directors must also send a copy of the application to any person who, at any time after the application has been made, becomes a:

• director
• member
• creditor
• employee
• manager or trustee of any employee pension fund

This must be done within 7 days of the person becoming one of these.

This obligation continues until the dissolution of the company or the withdrawal of the application. You’ll be committing an offence by not sending the notice to the relevant parties, and could face a fine or, in the most serious cases, a maximum of a 7 year prison sentence.

4.2 How to tell interested parties about the strike off application

You can post a copy of the completed ‘Striking off application by a company’ form DS01 to, or leave it at:

• the last known address (if an individual)
• the principal or registered office (if a company or other body)

You can also make a creditor of the company aware of the application by leaving a copy of it at, or posting a copy of it to, the place of business with which the company has had dealings in relation to the current debts, for example, the branch from where you ordered goods or which invoiced you.

If there’s more than one such place of business, you should deliver a copy of the application to each of those places. It’s advisable to keep proof of delivery or posting.

5. What Companies House does with the strike off application

Companies House will examine the form and, if it’s acceptable, will:

• register the information and put it on the company’s public record
• send an acknowledgement to the address shown on the form
• send a notification to the company at its registered office address to enable it to object if the application is bogus
• publish notice of the proposed striking off in the Gazette to allow interested parties the opportunity to object
• place a copy of the Gazette notice on the company’s public record

If there is no reason to delay, the registrar will strike the company off the register not less than 2 months after the date of the notice. The company will be dissolved on publication of another notice in the relevant Gazette.

6. How the Gazette publishes notices about strike off or restoration

The Gazette is the official newspaper record in the UK. There are 3 Gazettes:

• the London Gazette - for companies incorporated in England and Wales
• the Edinburgh Gazette - for companies incorporated in Scotland
• the Belfast Gazette - for companies incorporated in Northern Ireland

When the registrar publishes a notice to strike off or restore a company, the notice will appear in the Gazette for the part of the UK in which the company was formed. The gazettes are published weekly and further information can be found on the Gazette website.

7. Withdrawal of the strike off application

If the company changes its mind and no longer wants to be struck off, or if the company becomes ineligible for strike off, the directors must withdraw the application immediately.

To withdraw your application for strike off online - Sign in to Companies House WebFiling.

You can also complete and send a form DS02. It takes longer to process paper documents sent by post.

A company must withdraw their application to strike off immediately if it:

• trades or otherwise carries on business
• changes its name
• for value, disposes of any property or rights except those it needed in order to make or proceed with the application (for example, the company may continue with the application if it disposes of a telephone used to deal with enquiries about its application)
• becomes subject to formal insolvency proceedings or makes a section 900 application (a compromise or arrangement between a company and its creditors)
• engages in any other activity, unless it was necessary to:
• make or proceed with a striking off application
• conclude affairs that are outstanding because of the need to make or proceed with an application (such as paying the costs of running office premises while concluding its affairs before disposing of the office)
• comply with a statutory requirement

Section 1009 of the Companies Act 2006 contains the full circumstances that mean you must withdraw an application for strike off. There are offences associated with failure to withdraw an application.

8. Offences and penalties

It’s an offence:

• to apply when the company is ineligible for striking-off
• to provide false or misleading information in, or in support of, an application
• not to copy the application to all relevant parties within 7 days
• not to withdraw application if the company becomes ineligible

The offences attract a potentially unlimited fine on summary conviction (before a magistrates’ court or Sheriff Court) or an unlimited fine on indictment (before a jury).

If the directors breach the requirements to give a copy of the application to relevant parties and do so with the intention of concealing the application, they’re also potentially liable to up to 7 years imprisonment as well as an unlimited fine.

Anyone convicted of these offences may also be disqualified from being a director for up to 15 years.

Before a prosecution can be considered, as a prosecuting authority the Department for Business, Energy and Industrial Strategy must ensure it complies with the Code for Crown Prosecutors. The Code requires prosecuting authorities to take account of various matters when deciding whether to prosecute. You can find out more in The Code for Crown Prosecutors publication.

9. Companies no longer carrying on business or in operation

9.1 When the registrar may strike a company off the register

If a company is neither carrying on business nor operation, the registrar may take action to strike a company off the register.

The registrar may take this action if they have reasonable cause to believe that a company is not carrying on business or in operation. The registrar may take this view if:

• they have not received company documents that should have been sent to them
• mail that the registrar has sent to a company’s registered office is returned undelivered
• the company has no directors

Before striking a company off the register, the registrar is required to write 2 formal letters and send notice to the company’s registered office to inquire whether it’s still carrying on business or in operation. If they’re satisfied that it’s not, they will publish a notice in the relevant Gazette stating their intention to strike the company off the register unless they’re shown reason not to do so.

A copy of the notice will be placed on the company’s public record. If the registrar sees no reason to do otherwise, they will strike off the company not less than 2 months after the date of the notice. The company will be dissolved on publication of a further notice stating this in the relevant Gazette.

9.2 How you can avoid your company being struck off

If you need your company to remain on the register, you must reply promptly to any formal inquiry letter from the registrar and deliver any outstanding documents. Failure to deliver the necessary documents may also result in the directors of a company being prosecuted.

9.3 Assets of a dissolved company

From the date of dissolution, any assets of a dissolved company will be ‘bona vacantia’. Bona vacantia means ‘vacant goods’ and is the technical name for property that passes to the Crown because it does not have a legal owner. The company’s bank account will be frozen and any credit balance in the account will be passed to the Crown.

You should address any enquiries about bona vacantia property to the appropriate department.

Situation of the company	Who to contact
If the company is incorporated in Northern Ireland	The Crown Solicitor, Royal Courts of Justice, Chichester Street, Belfast BT1 3JY
If the company is incorporated in Scotland	The King’s and Lord Treasurer’s Remembrancer (QLTR Unit), Scottish Government Building, 1B Bridge, Victoria Quay, Edinburgh EH6 6QQ
If the company’s registered office is in Lancashire	The Solicitor for the Affairs of the Duchy of Lancaster, Farrer & Co, 66 Lincoln’s Inn Fields, London WC2A 3LH
If the company’s registered office is in Cornwall or the Isles of Scilly	The Solicitor for the Affairs of the Duchy of Lancaster, Farrer & Co, 66 Lincoln’s Inn Fields, London WC2A 3LH
In all other cases	The Government Legal Department, Bona Vacantia Division (BVD) , PO Box 70165, London WC1A 9HG

10. Objecting to a company’s dissolution

Any interested party can object to a company’s application to be struck off the register and dissolved.

An objection can only be considered by the registrar once notification has been published in the Gazette showing the registrar’s intention to strike the company off the register at the expiration of 2 months.

It is important to send any objection to the registrar at the earliest opportunity after publication of the Gazette notice and at least 2 weeks prior to the notice expiry date.

10.1 Why objections are made

Reasons for objection might be:

• the company has broken any of the conditions of its application (for example, if it traded, changed its name, or become subject to insolvency proceedings during the 3 months prior to the application, or afterwards)
• some form of action is being taken, or is pending, to recover any money owed (such as a winding-up petition or action in a small claims court)
• the directors have not informed interested parties
• any of the declarations on the form are false
• other legal action is being taken against the company
• the directors have wrongfully traded or committed a tax fraud or some other offence

See section 1004 of the Companies Act 2006 and section 1005 of the Companies Act 2006 for a full list of conditions.

10.2 How to object to a company’s dissolution

Apply online - Object to a company being struck off.

You must include evidence that supports your objection, such as invoices or court documents.

You can also email dissobjections@companieshouse.gov.uk or send your objection by post to the dissolution section. It takes much longer to process applications by email or post.

You can contact us if you need accessibility support from Companies House.

10.3 Providing evidence to support your objection

For example, if you are complaining that the company has traded within the 3 months prior to the application for voluntary strike off being made - you should provide a copy of a receipt or proof of purchase from the limited company. This must be dated within 3 months of the application being made.

If you are a creditor, you should provide evidence that you are actively pursuing a debt by providing copies of invoices sent to the company or court action you have taken to recover the debt.

In such cases, supporting evidence should show the full limited company name (including the word limited) and be recent, usually dated within the last 6 months.

10.4 When we receive an objection

When we receive an objection to strike off the registrar will respond to advise whether the objection has been accepted or rejected. Every response will give a deadline and if we receive no further evidence that action is progressing by that date, action to remove the company from the register will resume.

If you need more time, you should lodge another objection, by writing to us 2 weeks before the deadline you have been given. You will need to provide evidence, including the full limited company name, stating what action you have taken since last contacting us.

If you have made a complaint about the company not meeting the conditions required for voluntary strike off, we will advise you whether or not we intend to take your complaint further.

Objector’s details are not in the public domain and we will only provide these if consent is given. When registering your objection, please state whether you are prepared for your details to be given.

11. Restoration by court order

The registrar can restore a company if they receive a court order. Anyone who intends to make an application to the court to restore a company is advised to obtain independent legal advice.

If the company was struck off by voluntary dissolution (Section 1003) the company can only be restored by court order.

Any company which is restored to the register is deemed to have continued in existence as if it had not been struck off and dissolved.

Generally, any of the following can make an application for restoration:

• any former director, member, creditor or liquidator
• any person who had a contractual relationship with the company or who had a potential legal claim against the company
• any person who had an interest in land or property in which the company also had an interest, right or obligation
• any manager or trustee of the company’s former employees’ pension fund
• any other person who appears to the Court to have an interest in the matter
• any person listed in Section 1006(1) or 1007(2) and where the company was struck off the register under section 1003.

11.1 When you can apply

For companies dissolved under section 1000 or section 1003 of the 2006 Act and section 652 or section 652a of the 1985 Act

As a general rule restoration by court order can be applied for up to 6 years from the date of dissolution, if the dissolution date is on or after 1 October 2009.

There are no time limits for personal injury claims.

For companies dissolved under section 201 and section 205 and paragraph 84 of schedule B1 of the Insolvency Act and section 652 of 1985 Act or section 1001 of the 2006 Act

Companies dissolved on or before 30 September 2007 following any form of liquidation are out of time to restore the company.

Companies dissolved on or after 1 October 2007 following any form of liquidation have 6 years from the date of dissolution.

There are no time limits for personal injury claims.

11.2 Where to apply

Restoration in England and Wales

If you are restoring a company that was registered in England or Wales, you must apply to the Court by completing a Part 8 claim form (N208) (this is the standard form that starts proceedings), which is available on the HM Courts and Tribunals Service website. The registrar of the Companies Court in London usually hears restoration cases in chambers once a week on Friday afternoons.

Cases are also heard at the district registries. Jurisdiction of district registries can be found on the HM Courts and Tribunals Service website. Alternatively, you can make an application to a County Court that has the authority to wind up the company. See the ‘Government Legal Department Guide to Company Restoration’ or telephone 020 7210 3000.

You must give the registrar at least 10 days notice of the hearing to give them time to deal with the matter and instruct the Solicitor representing them.

Restoration in Scotland

If you are restoring a company that was registered in Scotland, you must apply to the Court of Session. Alternatively, for a company whose paid-up capital does not exceed £120,000, you can apply to the Sheriff Court in the sheriffdom in which the company has its registered office.

You can find information and locations of Sheriff Courts at the Scottish Courts and Tribunals website. You must serve the petition to restore on the registrar of companies in Scotland and any other bodies directed by the court. There’s no witness statement required and the period required for responses is set by the Court and only commences when the petition is served on the registrar.

Restoration in Northern Ireland

If you are restoring a company that was registered in Northern Ireland, you should serve the originating summons on both of the following:

The Registrar of Companies
Companies House
Second Floor
The Linenhall
32 - 38 Linenhall Street
Belfast
BT2 8BG
or
DX 481 N.R. Belfast 1

Royal Courts of Justice
Chichester Street
Belfast
BT1 3JY

The registrar will also require a copy of the witness statement in support of the application.

11.3 How to serve documents

You should serve the claim form, witness statement/affidavit and supporting evidence (for example, the incorporation certificate) on the appropriate registrar of companies and the solicitor dealing with any ‘bona vacantia’ assets.

Situation of the company	Who to service documents to
For companies registered in England and Wales	The Treasury Solicitor, unless the company’s registered office is in Lancashire or Cornwall, when it should be served on the solicitor to the Duchy of Lancaster or Cornwall
For companies registered in Scotland	The Lords Advocate
For companies registered in Northern Ireland	The Crown Solicitor in Northern Ireland

The relevant details of the registrars are as follows:

Registrar of Companies (England and Wales)

Companies House
Crown Way
Cardiff
CF14 3UZ
DX 33050 Cardiff

Email enquiries@companieshouse.gov.uk

Enquiries (UK) 0303 1234 500 (Monday to Friday, 8:30am to 6pm, except holidays)

Welsh services UnedyGymraeg@companieshouse.gov.uk

Include the full company name and company number in all emails, documents and letters.

Public access is restricted. You can deliver paper documents to the external postbox next to the entrance gatehouse. We cannot provide a receipt for hand delivered documents.

Registrar of Companies (Scotland)

Companies House
4th Floor
Edinburgh Quay 2
139 Fountainbridge
Edinburgh
EH3 9FF
DX ED235 Edinburgh 1

Email enquiries@companieshouse.gov.uk

Enquiries (UK) 0303 1234 500 (Monday to Friday, 8:30am to 6pm, except holidays)

Include the full company name and company number in all emails, documents and letters.

Public access is restricted. You can deliver paper documents to the Companies House external letterbox next to the office building.

We're still accepting deliveries from Royal Mail and DX post.

Registrar of Companies (Northern Ireland)

Companies House
2nd Floor
The Linenhall
32-38 Linenhall Street
Belfast
BT2 8BG
DX481 N.R. Belfast 1

Email enquiries@companieshouse.gov.uk

Enquiries (UK) 0303 1234 500 (Monday to Friday, 8:30am to 6pm, except holidays)

Include the full company name and company number in all emails, documents and letters.

Public access to our office is restricted. You can deliver any paper documents, in a sealed envelope, to the reception desk on the ground floor of The Linenhall (Monday to Friday, 10am to 4pm, except holidays).

We're still accepting deliveries from Royal Mail - but we cannot produce receipts or proof of delivery.

Documents can be delivered by post and we suggest you use recorded delivery for safer delivery.

Companies House will also accept delivery by hand during our normal office hours at:

• Companies House in Cardiff (at any time)
• Companies House in London
• Companies House in Belfast
• Companies House in Edinburgh

11.4 What evidence to give

Other than in Scotland, the Court will require:

• evidence that the originating document was served
• written confirmation that the solicitor dealing with the bona vacantia assets has no objection to the restoration of the company (you should attach a copy of the solicitor’s letter to the affidavit or witness statement. This does not apply in Scotland)
• information about when the company was incorporated and the nature of its objects (you should attach a copy of the certificate of incorporation and the memorandum of association and, if appropriate, the articles of association)
• its membership and officers, director(s) and secretary of the company
• its trading activity and, if applicable, when it stopped trading
• an explanation of any failure to deliver accounts, annual returns or notices to the registrar
• details of the striking-off and dissolution
• any other information that explains the reason for the application
• full particulars of the interest of the person signing the witness statement
• the address of the registered office of the company
• if the application is by a member: that the company is solvent and carrying on business, if that is the case
• alternatively that the sole reason for seeking restoration is to recover funds in a company bank account, transfer a property registered in the name of the company etc
• the share capital of the company, both authorised and issued, and, if a member makes the application, the number of shares held by that member

In England and Wales and in Northern Ireland the above information must be provided in an affidavit or witness statement. In Scotland this information can be provided in the petition to restore.

Further information about the requirements for England and Wales can be found in the ‘Government Legal Department Guide to Company Restoration’. If you require further information about restoration in Northern Ireland or Scotland please contact your solicitor.

11.5 When a company is restored to the register with a different company name

The registrar will normally restore a company with the name it had before it was struck off and dissolved. If at the date of restoration the company’s former name is the same as another name on the registrar’s index of company names, they cannot restore the company with its former name. You can check company names online to see if a company’s name is the same as another on the register.

If the name is no longer available, the court order may state another name by which the company is to be restored. On restoration, we will issue a change of name certificate as if the company had changed its name.

Alternatively, the company may be restored to the register as if its registered company number is also its name. The company then has 14 days from the date of restoration to pass a resolution to change the name of the company. You must deliver a copy of the resolution and a notice of change of name by resolution of directors form NM05 to Companies House with the appropriate fee. Companies House will then issue a change of name certificate.

It’s an offence if the company does not change its name within 14 days of being restored with the number as its name.

The change of name does not take effect until we have issued the certificate.

11.6 Costs or penalties that may apply when restoring a company

Where property has become bona vacantia, the Court may direct that the claimant meets costs of the Crown representative in dealing with the property during the period of dissolution or in connection with the proceedings. The Court may also direct that the claimant meets the registrar’s costs in connection with the proceedings for the restoration.

The company, once restored, must normally pay any statutory penalties for late filing of accounts delivered to the registrar outside the period allowed for filing. The penalties that may be due are:

• unpaid penalties outstanding on accounts delivered late before the company was dissolved
• penalties due for accounts delivered on restoration, if the accounts were overdue at the date the company was dissolved

The appropriate filing fee must also be paid on submission of outstanding documents (eg annual return fee).

The level of any late filing penalty depends on how late the accounts are when we receive them. For example, a set of accounts that you should have delivered 2 months before a private company was dissolved are normally regarded as 2 months late if you deliver them on restoration and you must pay the relevant penalty. You will not be required to pay late filing penalties of accounts which became due during the period the company was dissolved. Find out more about penalties in the late filing penalties guide.

11.7 When the court makes an order for restoration

The applicant must deliver a copy of the court order with the court seal to the registrar to restore the company. A company is restored when you deliver the order to the registrar. When restoring a company that was registered in Scotland, the registrar in Scotland will require a copy of the order certified by the court.

11.8 Once a company has been restored by the court

When a company has been restored to the register, the general effect is that a company is deemed to have continued in existence as if it had not been dissolved or struck off the register.

The Court may give directions or make provision to put the company and all other persons in the same position as they were before the company was dissolved and struck off. A notice will also be placed in the relevant Gazette.

11.9 Where a company had bearer shares in issue when it was dissolved

The act of restoring the company cancels bearer shares. If this means that the restored company’s share capital will be nil on restoration and the company is being restored by a former member or officer, that person will have to file an allotment of shares (using form SH01) within one month of the company being restored. Failure to do so is an offence.

The requirement to file the SH01 does not apply if the restoration is being undertaken by a third party.

12. Administrative restoration

Under certain conditions, where a company was dissolved because it appeared to be no longer carrying on business or in operation, a former director or member may apply to the registrar to have the company restored. This is called ‘administrative restoration’. If the registrar restores the company it is deemed to have continued in existence as if it had not been dissolved and struck off the register. Section 1025 of the Companies Act 2006 gives details of the requirements relating to administrative restoration.

You cannot apply for administrative restoration if the directors voluntarily applied to strike the company off the register.

Administrative Restoration is available where the company was struck off under either section 652 of the Companies Act 1985, the Companies (Northern Ireland) Order 1986 (SI 1986/1032 (NI 6) or section 1000 and section 1001 of the Companies Act 2006.

12.1 Persons who can apply for administrative restoration

Only a former director or former member of the company, who was a director or member at the time the company was dissolved can apply.

12.2 Companies who can apply for administrative restoration

To be eligible for administrative restoration, the company must have been:

• struck off the register under
  • section 1000 and section 1001 of the Companies Act 2006
  • the Companies (Northern Ireland) Order 1986 (SI 1986/1032 (NI 6)
  • section 652 of the Companies Act 1985
• dissolved for no more than 6 years at the date the registrar receives your application for restoration

If a company meets the above criteria, an application for restoration may be made if it meets the following conditions:

• it must have been carrying on business or in operation at the time it was struck off
• it has delivered all documents necessary to bring the company up to date and paid any outstanding late filing penalties
• if any property or rights belonging to the company became ‘bona vacantia’, the applicant needs a statement in writing (called a ‘bona vacantia waiver letter’) from the relevant Crown Representative giving consent to the company’s restoration

The ‘bona vacantia waiver letter’ must be obtained from the relevant Crown representative. A fee will be applicable.

The assets of a dissolved company pass to the Crown and are regarded as ‘bona vacantia’ (‘meaning ‘vacant goods’).

12.3 How to apply for administrative restoration

You must send an application for administrative restoration form RT01 to the registrar which includes a statement of compliance confirming that the applicant is legally entitled to make the application and that the conditions for administrative restoration are met.

The registrar’s fee for processing the application is £100. Please make cheques payable to ‘Companies House’ and write the company number on the reverse.

12.4 Costs or penalties associated with an application for administrative restoration

The applicant must meet the Crown representative’s costs or expenses (if demanded). The company must pay any statutory penalties for late filing of accounts delivered to the registrar outside the period allowed for filing.

The penalties that may be due are:

• unpaid penalties outstanding on accounts delivered late before the company was dissolved
• penalties due for accounts delivered on restoration, if the accounts were overdue at the date the company was struck off

You must also pay the appropriate filing fee on submission of any outstanding documents.

The level of any late filing penalty depends on how late the accounts are when we receive them. In the case of accounts delivered on restoration, the registrar will normally disregard the period during which the company was dissolved. For example, a set of accounts that you should have delivered 2 months before a private company was dissolved are normally regarded as 2 months late if you deliver them on restoration. You must pay the relevant penalty before the restoration of the company.

The company is not liable for late filing penalties for accounts received on restoration but which became due while the company was dissolved. Find out more about penalties in the Late Filing Penalties guide.

12.5 Next steps following the application for administrative restoration

The registrar will give notice to the person who has applied for restoration of their decision. If the registrar decides that they will restore the company to the register the restoration will take effect from the date they send the notice. The notice will include the company’s registered number and the name of the company. If the company is restored to the register under a different name or with the company number as its name, that name and its former name will appear on the notice.

If the registrar decides not to restore the company to the register, the applicant may apply to the Court for restoration within 28 days even if the period for restoration has expired.

12.6 When a company is restored to the register with a different company name

The registrar will normally restore a company with the name it had before it was struck off and dissolved. If at the date of restoration the company’s former name is the same as another name on the registrar’s index of company names, they cannot restore the company with its former name. You can check company names online to see if a company’s name is the same as another on the register.

Alternatively, the company may be restored to the register as if its registered company number is also its name. The company then has 14 days from the date of restoration to pass a resolution to change the name of the company. You must deliver a copy of the resolution and a notice of change of name by resolution of directors (form NM05) to Companies House with the appropriate fee. Companies House will then issue a change of name certificate.

It’s an offence if the company does not change its name within 14 days of being restored with the number as its name.

The change of name does not take effect until we have issued the certificate.

12.7 Once a company has been restored to the register

When it has been restored, the general effect is that a company is deemed to have continued in existence as if it had not been dissolved or struck off the register.

An application can be made to the Court for directions or provision required to put the company and all other persons in the same position as they were before the company was dissolved and struck off. Any such application to the Court must be made within 3 years of the company being restored.

12.8 Where a company had bearer shares in issue when it was dissolved

The act of restoring the company cancels bearer shares. If this means that the restored company’s share capital will be nil on restoration and the company is being restored by a former member or officer, that person will have to file an allotment of shares (using form SH01) within one month of the company being restored. Failure to do so is an offence.

The requirement to file the SH01 does not apply if the restoration is being undertaken by a third party.

13. Legislation

Strike off and dissolution is covered in legislation under:

• the Companies Act 2006 in part 31 and sections 1000, 1001, 1003
• the Companies Act 1985 in sections 652 and 652a
• the Insolvency Act in sections 201, 205 and paragraph 84 of schedule B1
• the Companies (Northern Ireland) Order 1986