Guidance

Restoring a limited liability partnership to the Companies House register

Published 18 March 2025

1. Restoration by an order of court

The court can restore a limited liability partnership (LLP) to the Companies House register on delivery of a court order to the Registrar of Companies.

If you’re planning to apply to the court to restore an LLP, you may wish to get independent legal advice.

1.1 Who can apply

Generally, you can apply to the court for restoration if you:

• are a former member, creditor or liquidator
• had a contractual relationship with the LLP or who had a potential legal claim against the LLP
• had an interest in land or other property in which the LLP also had an interest, right or obligation
• are a manager or trustee of the LLP’s former employees’ pension fund
• are any other person who appears to the court to have an interest in the matter

1.2 When you can apply

You can generally apply for restoration by court order within 6 years from an LLP’s date of dissolution. 

If your application relates to a personal injury claim, there is no time limit to apply.  

1.3 What LLPs can apply

You can apply to restore any LLP that has been struck off the register under:   

• section 652 or 652A of the Companies Act 1985
• section 1000 or 1001 of the Companies Act 2006 (power of registrar to strike off defunct company)
• section 1002A of the Companies Act 2006 (power of registrar to strike off company registered on false basis)
• section 1003 of the Companies Act 2006 (voluntary striking off)
• regulation 22 of the Registered Office Address (Rectification of Register) Regulations 2024.

You can apply whether or not the LLP has since been dissolved. 

You can also apply for restoration if the LLP was dissolved after formal insolvency proceedings, under:

• chapter 9 of part 4 of the Insolvency Act 1986 (c. 45) (dissolution of company after winding up)
• chapter 9 of part 5 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (dissolution of company after winding up)
• paragraph 84(6) of Schedule B1 to the Insolvency Act 1986
• paragraph 85(6) of Schedule B1 to the Insolvency (Northern Ireland) Order 1989  (dissolution of company following administration).

1.4 How to apply

LLPs registered in England and Wales

If the LLP was registered in England or Wales, you must apply to the court by completing a Part 8 claim form (N208).

The registrar of the Companies Court in London usually hears restoration cases in chambers once a week on Friday afternoons.

The district registries also hear cases. Find the jurisdiction of district registries.

You can also apply to a county court that has the authority to wind up the LLP.

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.

Visit the Government Legal Department for more information about restoring a company to the register, or telephone 020 7210 3000.

LLPs registered in Scotland

If the LLP was registered in Scotland, you can apply to the:

• Court of Session
• Sheriff Court in the sheriffdom where the LLP has its registered office

Find information and locations of Sheriff Courts.

You must serve the petition to restore on the Registrar of Companies in Scotland (at our main office address) and any other bodies directed by the court. You do not need a witness statement. The period required for responses is set by the court and only commences when the petition is served on the registrar.

LLPs registered in Northern Ireland

If the LLP was registered in Northern Ireland, serve the originating summons and affidavit on both of the following at least 14 days before any potential court date:

The Registrar of Companies
Companies House
Crown Way
Cardiff
CF14 3UZ

Royal Courts of Justice
Chichester Street
Chichester
Belfast
BT1 3JY

You’ll also need to give the registrar a copy of the witness statement in support of the application.

1.5 How to serve documents

Serving a document means providing it to the other parties in the case.

As well as applying  to the court, you’ll need to serve the Registrar of Companies and the solicitor dealing with any bona vacantia assets with:

• the claim form
• the witness statement or affidavit
• supporting evidence, for example the incorporation certificate

You can serve documents by post. You may wish to use recorded delivery for safer delivery.

Serve the Registrar of Companies at:

The Registrar of Companies
Companies House
Crown Way
Cardiff
CF14 3UZ

DX 33050 Cardiff 

If the company was registered in England and Wales

You’ll also need to serve these documents on the Treasury Solicitor. If the company’s registered office is in Lancashire or Cornwall, you’ll need to serve them on the solicitor to the Duchy of Lancaster or Cornwall instead.

If the company was registered in Scotland

You’ll also need to serve the documents on the Lord Advocate.

If the company was registered in Northern Ireland

You’ll also need to serve the documents on the Crown Solicitor in Northern Ireland.

1.6 What evidence to give

The court will require:

• evidence the originating document was served
• written confirmation that the solicitor dealing with bona vacantia assets does not object to the LLP’s restoration – attach a copy of the solicitor’s letter to the affidavit or witness statement (you do not need to include this for LLPs registered in Scotland)
• information about when the LLP was incorporated and the nature of its objects (you should attach a copy of the certificate of incorporation and incorporation document)
• its membership
• its trading activity and, if applicable, when it stopped trading
• an explanation of any failure to deliver accounts, annual returns, confirmation statements or notices to the registrar
• details of the striking-off and dissolution
• comments on the LLP’s solvency
• any other information that explains the reason for the application.

In England and Wales or Northern Ireland you must give this information in an affidavit or witness statement. In Scotland you can provide this information in the petition to restore.

More information about the requirements for England and Wales.

Contact your solicitor for more information about restoration in Northern Ireland or Scotland.

1.7 Costs of court order restoration

The assets of a dissolved LLP pass to the Crown. These ownerless goods are called ‘bona vacantia’. If any of the LLP’s assets became bona vacantia, the court may ask you to pay the costs of dealing with the property during the period of dissolution or in connection with the proceedings.

The court may also request that you pay the registrar’s costs in connection with the proceedings for the restoration.

Once the LLP is restored, you’ll need to pay:

• any unpaid penalties on accounts delivered late before the LLP was dissolved
• any penalties due for accounts delivered on restoration, if the accounts were overdue at the date the LLP was dissolved
• fees for any documents you submit, like a confirmation statement
• any other outstanding fines or financial penalties for the LLP or any of its directors

Late filing penalties and restoration

The level of any late filing penalty depends on how late the accounts are when we receive them. For example, accounts that you should have delivered 2 months before your LLP was dissolved are normally regarded as 2 months late if you deliver them on restoration. You must pay the relevant penalty.

You will not have to pay late filing penalties for accounts which became due while the LLP was dissolved. More information about late filing penalties.

1.8 If the court decides to restore the LLP

If the court decides to restore the LLP, they’ll make an ‘order for restoration’.

If you’re restoring a company registered in England and Wales or Northern Ireland

The LLP will be restored once you deliver a copy of the court order with the court seal to the registrar.

If you’re restoring a company registered in Scotland

If you’re restoring an LLP registered in Scotland, you’ll need to deliver the registrar in Scotland a copy of the order certified by the court.

1.9 When the LLP is restored

The LLP is deemed to have continued existing as if it had not been struck off and dissolved.  

The court may give directions or make provision to put the LLP and all other persons in the same position as they were before the LLP was dissolved and struck off.

A notice will also appear in the relevant Gazette.

When the LLP is restored with a different name

The LLP will usually be restored with the name it had before it was struck off and dissolved. However, if at the date of restoration, the LLP’s former name is the same as another name on the registrar’s index of company and LLP names, they cannot restore the LLP with its former name.

You can check company and LLP names online to see if an LLP’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 LLP is to be restored. On restoration, the registrar will issue a change of name certificate as if the LLP had changed its name.

Alternatively, the LLP may be restored to the register as if its registered LLP number is also its name. The LLP then has 14 days from the date of restoration to pass a resolution to change the name of the LLP.

You must deliver a copy of the resolution and a notice of change of name by resolution of directors to Companies House with the appropriate fee. The registrar will then issue a change of name certificate.

It’s an offence if the LLP 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 the registrar has issued the certificate.

2. Administrative restoration

Under certain conditions you can apply to the Registrar of Companies to restore an LLP. This is called administrative restoration.

2.1 Who can apply

You can apply for administrative restoration if you were a member of the LLP when it was struck off or dissolved.

You cannot apply for administrative restoration if the members voluntarily applied to strike the LLP off the register.

You can apply for administrative restoration if the LLP was struck off the register under:

• section 1000 or 1001 of the Companies Act 2006 (power of registrar to strike off defunct company), if it was carrying on business or in operation when it was struck off
• section 1002A of the Companies Act 2006 (power of registrar to strike off company registered on false basis), if the registrar did not have reasonable cause to believe the matter set out in section 1002A(1)(a) or (b)
• regulation 22 of the Registered Office Address (Rectification of Register) Regulations 2024

This legislation is applied to LLPs by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009.

2.2 Before you apply

You’ll need to:

• deliver all documents necessary to bring the LLP up to date, for example, outstanding accounts
• pay any outstanding fines, financial penalties or late filing penalties for the LLP or anyone who will be a member when the LLP is restored
• apply for a bona vacantia waiver, if you need one

Bona vacantia waiver

The assets of a dissolved LLP pass to the Crown. These are called ‘bona vacantia’. If any of the LLP’s property or rights are bona vacantia, you’ll need a written statement from a Crown representative consenting to the LLP’s restoration. This is called a bona vacantia waiver letter.

Apply for a bona vacantia waiver.

Outstanding accounts and late filing penalties

The registrar will normally disregard the period that the LLP was dissolved. For example, accounts that you should have delivered 2 months before your LLP was dissolved are normally regarded as 2 months late if you deliver them on restoration.

The LLP is not liable for late filing penalties for accounts received on restoration but which became due while the LLP was dissolved.

More information on late filing penalties.

2.3 When you can apply

You can apply for administrative restoration up to 6 years from the date of an LLP’s dissolution. 

2.4 How to apply

Send an application to restore a limited liability partnership (LLRT01) to Companies House and pay the fee. You’ll need to include a statement confirming that:

• you are legally entitled to apply
• the LLP meets the conditions for administrative restoration

You’ll need to include some supporting evidence if your LLP was struck off under section 1002A of the Companies Act 2006. This evidence should show that the registrar did not have a reasonable cause to believe the matter set out in section 1002A(1)(a) or (b). 

If your LLP was struck off under regulation 22 of the Registered Office Address (Rectification of Register) Regulations 2024, you’ll also need to include:

• a notice changing the LLP’s registered office address
• evidence that you own or have a right to use the new address

You’ll need to pay costs or expenses for the Crown representative if they ask you to.  

2.5 After you apply

The registrar will tell you whether they’ve decided to restore the LLP to the register.

If the registrar decides to restore the LLP

The restoration will take effect from the date the registrar notifies you of their decision.

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

The notice will include the LLP’s name and registered number. If the LLP is restored under a different name, both names will appear on the notice.

If the registrar decides not to restore the LLP

You may apply to the court for restoration within 28 days, even if the period for restoration has expired.

2.6 When the LLP is restored

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

You can apply to the court to put the LLP and all other persons in the same position as before the LLP was dissolved and struck off. You must apply within 3 years of the LLP being restored.

When the LLP is restored with a different name

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

Alternatively, the LLP may be restored to the register as if its registered LLP number is also its name. The LLP then has 14 days from the date of restoration to pass a resolution to change the name of the LLP.

You must deliver a copy of the resolution and a notice of change of name by resolution of directors to Companies House with the appropriate fee. The registrar will then issue a change of name certificate.

It’s an offence if the LLP 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 the registrar has issued the certificate.