If
a limited company has been removed (struck off or dissolved
under section 652 of the Companies Act 1985) from the
Register at Companies House it forfeits its assets and
they pass (deemed to be Bona Vacantia) to the either
The Crown, The Duchy of Lancaster or Cornwall. The Registrar
of Companies has power under Section 652 of the Companies
Act 1985 to strike a company off the Companies Register
if there is reasonable cause to believe that a company
is not carrying on business or in operation.
The
Registrar may consider a company to be defunct if annual
returns and accounts are not filed on time. If this
is the case a series of warnings to the company's registered
office will be sent out. If no reply is received within
a specified time limit a notice will be published in
the London Gazette stating that at the expiration of
three months, unless cause is shown to the contrary,
the name of the company will be struck off the Companies
Register and the company will be dissolved.
Quite
often the officers of the Company are completely unaware
that this action has been taken, usual reasons are forgetting
to file the Annual Return at the end of the year or
being unaware of the existence of the Annual Return
because the Company has relocated and forgotten to advise
of a change of Registered Office address. Sometimes
application to strike off is made intentionally, maybe
because the Company is no longer trading, and in the
process the fact that there was a balance held in the
bank account was overlooked!
An
application for restoration must be made within twenty
years of the date of dissolution. The court will require
affidavit evidence explaining why the company came to
be struck off the Companies Register.
Other
reasons to restore a company could be to pursue an injury
claim, pay debts, realise pension funds, realisation
of assets for members (shareholders), complete a lease
or property transaction.
The
only way a struck off or dissolved UK limited company
can release these frozen assets is by way of an application
to the Treasury solicitor and the Registrar of Companies
within sections 651, 652 and 653 of the Companies Act
1985, for a company restoration.
If
the amount held in a frozen account is less than £3,000
it is sometimes possible to make an application directly
to the Treasury Solicitor to release these funds without
the need for the full restoration. Payment is made by
way of a grant from the Treasury Solicitor although
such a grant is discretionary and there is no guarantee
of success. If you consider
that your claim will fall under this category please
speak to us on 0845 020
4370
The
formation of a new UK limited company with the same
name as the struck off or dissolved company is not an
alternative to restoration of a company to the Register.
It is a different company and the assets of the previously
dissolved company will remain beyond your reach unless
the proper procedures are followed for restoration to
the Register at Companies House.
If
you trade prior to being restored to the Register there
can be serious legal repercussions, including personal
liability for "company" debts and a host of
contractual and other legal issues.
Most applications are straightforward and the fees below
will apply, there will however be occasions where an
application is opposed by a third party and in these
cases it is difficult to assess potential costs. If
this should happen we will notify you before incurring
further costs
