Thomson Snell & Passmore’s company secretarial team regularly deal with companies that have been struck off the Register and are experienced in making applications to restore those companies.
Every company incorporated in England and Wales is required, by law, to periodically file certain information with the Registrar of Companies. This includes the company’s annual accounts as well as annual returns setting out details of the current directors and shareholders.
Where the Registrar has reasonable cause to believe that the company has not traded or carried on business in the last three months, the Registrar will send a letter to the company inquiring as to its status. The company has one month in which to respond, failing which the registrar will send a second letter stating that a notice will be published in the London Gazette proposing to strike off the company if a response is not received within one month of the second letter. If the company does not respond to the notice, the Registrar will dissolve the company within three months of the notice being published.
Our company secretarial team is experienced in dealing with company restorations. This is the process by which a dissolved (struck off) company is restored to the register held at Companies House.
We were approached by [ ] concerning a Company which had been struck off the register and were instructed to urgently deal with the restoration. The team was required to act quickly as, upon being struck off the register, the company’s assets (comprising of a high value property and substantial funds in a bank account) became ‘Bona Vacantia’. This means that as a matter of law, the company’s assets are deemed to belong to the Crown and, consequently, the company’s bank account had been frozen. In this case, our client was still actively trading and required immediate access to the bank account to process various transactions.
We proceeded urgently on behalf of the company’s director and issued an
Administrative Restoration application. This procedure avoids having to make an application to the Court which is a more expensive and longer procedure. In some scenarios, restoration by way of court order is the only method available, for example, if a company is dissolved voluntarily. The team collated the relevant information and submitted the application for Administrative Restoration.
The application was successful and the company was able to continue trading profitably. This case study demonstrates the potential detrimental effects and costs associated with failing to keep on top of the Company administrative matters.