10th October 2025 | Aaron Heslop | Dispute Resolution, Company Restoration, Companies Act 2006

In England, when a company is dissolved—either voluntarily or by action of Companies House—it ceases to exist as a legal entity. However, circumstances may arise where it becomes necessary to restore the company to the register. This article explores the legal framework and practical steps involved in restoring a company by court order under the Companies Act 2006, particularly Section 1029.

Why Restore a Dissolved Company?

Restoration may be necessary for several reasons:

  • Recovery of Assets: A common reason for restoring a dissolved company, is where at the time of dissolution, money was left in the company bank account. The company may also still hold property or other assets. When the company is dissolved, any assets held by it become bona vacantia (i.e. ownerless property that passes to the Crown). In the case of funds held in the company bank account, these would be transferred out of the account directly to the Crown.
  • Unresolved Legal or Financial Matters: Contracts, liabilities, or claims may remain outstanding. For example, a company may have a right to bring a substantial debt claim against another party, and it
  • Error in Dissolution: Companies may be struck off due to administrative oversight, such as failure to file annual returns or statutory accounts.
  • Continuation of Business: Directors may wish to resume trading or restructure the business.

Who Can Apply for Court-Ordered Restoration?

Under Section 1029 of the Companies Act 2006, the following parties may apply:

  • Former directors or shareholders
  • Creditors
  • Individuals with a legal claim against the company
  • Persons with an interest in land or property affected by the company’s dissolution
  • Pension fund trustees
  • Liquidators or other parties specified by regulation

Time Limits

Applications must generally be made within six years of the company’s dissolution. Exceptions may apply in cases involving personal injury claims or other special circumstances.

The Court Restoration Process:

In summary, the steps undertaken to restore a company to the register (i.e. where administrative restoration is not possible) are:

1. Preparing the Application

Applicants must prepare a claim form and supporting evidence, including:

  • A witness statement detailing the reason for restoration (e.g. to recover company funds)
  • Evidence of the applicant’s standing (e.g. whether they are a director or a creditor etc.)
  • Financial records or proof of assets held by the company (e.g. a bank statement showing the funds transferred to the Crown)

2. Issuing and Serving the Claim

The claim is issued in the High Court or relevant county court. It must be served on:

  • The Registrar of Companies
  • The Treasury Solicitor (if bona vacantia assets are involved)
  • HMRC (if tax matters are relevant)

3. Court Hearing

A hearing date is set, and typically the court will deal with the application ‘on the papers’, meaning that attendance is not required by any party. If successful, the court issues an order for restoration.

4. Post-Restoration Obligations

Once restored, the company is deemed to have continued in existence as if it had never been dissolved. However, it must:

  • File all outstanding accounts and confirmation statements
  • Address any tax liabilities for the period of dissolution
  • Resume compliance with Companies House regulations
  • Depending on the terms of the order, close the company down again once the bank account funds have been recovered.

Administrative vs. Court Restoration

While administrative restoration is a simpler process available to former directors or shareholders (under Sections 1024–1028), court restoration is broader in scope and allows creditors and other interested parties to apply. It is the process that must be used if administrative restoration cannot be utilised.

Practical Considerations

  • Legal Advice: Restoration is a fiddly and technical process. Legal guidance improves the likelihood of success.
  • Costs: Applicants must pay court fees and may incur legal costs. If bona vacantia assets are involved, fees may also be payable to the Treasury Solicitor.
  • Impact on Third Parties: Restoration may affect third-party rights, especially if assets were transferred during the dissolution period.

 

If you need to restore a company, particularly to recover funds lost in a bank account, then please contact Aaron Heslop today for a free no obligation discussion.

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