Recently, several clients approached us with a common concern: they had voluntarily dissolved their companies, only to later realize there were unresolved matters left behind.
In particular, they had discovered that their company bank accounts still held funds, or that there were outstanding contracts, assets, or obligations requiring attention.
This situation, while stressful, is not uncommon — and fortunately, UK company law provides a mechanism to resolve it: restoring a company to the Companies Register by applying for a court order.
Understanding Company Dissolution and Its Consequences
When a company is voluntarily struck off the register, either through the directors’ application or due to dormancy, it ceases to legally exist. The assets of the company, including any money in bank accounts, become bona vacantia — which means they belong to the Crown. The dissolved company can no longer trade, enter contracts, or take legal action. This becomes a major issue if the directors or shareholders later realize they still need to access company funds, resolve liabilities, or complete unfinished business.
To resolve this, the company can be restored through a court-ordered restoration under Section 1029 of the Companies Act 2006. This process allows a previously dissolved company to be legally revived, effectively as if it had never been removed from the register. There are some important tips to make such application to restore a company:
- Time Limits: Applications must generally be made within six years of dissolution, although exceptions exist for certain cases.
- Filing Obligations: After restoration, the company must bring all statutory filings up to date — including confirmation statements and accounts.
- Tax and Legal Responsibilities: HMRC and other authorities will also consider the company as having continued in existence, so taxes and liabilities for the “gap period” may apply.
How we can help
Restoring a dissolved company through a court order can be a crucial remedy for individuals or entities that discover unresolved financial or legal affairs after dissolution. Whether it’s reclaiming funds left in a company bank account, concluding a property transaction, or satisfying outstanding obligations, this legal process ensures that business can be properly concluded. For clients facing this situation, prompt legal guidance and careful preparation are essential to achieving a successful restoration and safeguarding their interests.
Contact us today to find out how we can help you to restore your company by applying for a court order.
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