How To Restore A Dissolved Company In The UK

Accidentally let your filings slip and found your company dissolved by Companies House? Or perhaps you voluntarily struck off, but now want to trade again under the same name. Don’t stress - restoring a dissolved company is often possible, and with the right approach you can get back on the register efficiently.

In this guide, we’ll explain when you can restore a dissolved company, the two main routes (administrative vs court restoration), time limits, documents you’ll need, costs to expect, and what to do immediately after reinstatement so you’re protected from day one.

Can A Dissolved Company Be Reinstated?

Yes - in many cases you can restore a dissolved company to the Companies House register. Under the Companies Act 2006, there are two main routes:

• Administrative restoration through Companies House, and
• Court restoration by court order.

The right route depends on how and when the company was dissolved, who is applying, and whether the company was still operating around the time it was struck off.

At a high level:

• If Companies House removed the company for non-filing (rather than you applying for voluntary strike-off), and you act within the time limit, administrative restoration is often the quickest path.
• If the company was voluntarily struck off, or you’re outside administrative criteria, you’ll usually need a court order.

Restoration means the company is treated as if it had never been dissolved. That’s powerful - contracts and assets can revive, and so can liabilities. It’s essential to plan your next steps carefully so you resume trading compliantly and with the right protections.

Administrative Restoration: When And How It Works

Administrative restoration is normally available where:

• The company was struck off by the Registrar of Companies (not voluntarily).
• An eligible applicant applies within the time limit (typically within six years of dissolution).
• The company was carrying on business or in operation at the time it was struck off.
• All outstanding filings, penalties and fees are brought up to date.
• Where applicable, the Crown (via the Bona Vacantia division) consents or issues a waiver for property that vested in the Crown on dissolution.

Key steps typically include:

• Confirm you meet administrative criteria and timing.
• Prepare your application (including the Companies House restoration application form).
• Obtain any bona vacantia waiver/consent if the company had assets at dissolution.
• File all overdue confirmation statements and accounts and pay late filing penalties.
• Pay the restoration and filing fees as directed by Companies House.

Companies House will process your application and, if satisfied, restore the company to the register. Once restored, it is deemed to have continued in existence - but make sure you immediately deal with overdue governance, tax, banking and contracts so you’re operating lawfully.

Court Restoration: When You Need A Court Order

If you don’t qualify for administrative restoration (for example, the company was voluntarily struck off, or you don’t meet the criteria) an application to court may be possible. This route is also available to third parties with a legitimate interest (for example, a creditor).

Key points to know:

• Time limits: Generally, applications should be made within six years of dissolution. There are limited exceptions, including cases involving personal injury where the court may allow restoration outside that timeframe.
• Process: You will file the relevant court claim with supporting evidence (witness statement, draft order and exhibits), serve the required parties (including the Registrar and, if relevant, the Treasury Solicitor/solicitor for the Crown), and comply with any directions the court gives.
• Conditions: The court may make restoration conditional on you filing outstanding company documents, paying penalties, and obtaining a bona vacantia waiver.

Once the court makes the order and Companies House records it, the company is back on the register. This route takes longer and can be more costly than administrative restoration, but it’s often the right option where a voluntary strike-off or other circumstances apply.

What Does Restoration Actually Do (And What Risks Revive)?

When your company is restored, the law generally treats it as if it had never been dissolved. That means:

• Contracts and rights can spring back into effect.
• Assets that passed to the Crown as bona vacantia can be dealt with according to any consent/waiver arrangements and the restoration order.
• Liabilities and obligations may also revive, including debts, potential claims and compliance duties.

This is why a compliance “reset” is so important when you reinstate a dissolved company. You’ll want to quickly regularise filings, repair corporate housekeeping and ensure decision-making since restoration is properly authorised.

For governance, make sure any urgent decisions (for example, appointing or re-appointing directors, updating registered office details, approving late filings) are backed by proper board resolutions and, where required, shareholder approvals. Some actions require an ordinary or special resolution - check your constitution and the Companies Act rules before you proceed.

Step-By-Step: How To Reinstate A Dissolved Company

1) Check Eligibility And Timing

Start by confirming when the company was dissolved and how it came off the register. If it was struck off by the Registrar for non-filing and the dissolution was within the typical six-year window, administrative restoration may be available. If not, consider the court route.

It’s also wise to check whether you need to recover any assets that passed to the Crown and whether a bona vacantia waiver will be required as part of your restoration.

2) Choose Your Route: Administrative Or Court

Match your scenario to the right process. Administrative restoration is usually faster and cheaper if you qualify. If you’re unsure, seek tailored legal advice - choosing the wrong route can waste time and fees.

3) Gather Information And Put Your House In Order

You’ll likely need to prepare and submit all overdue accounts and confirmation statements, pay late filing penalties, and get the company’s records ready for a clean restart. It helps to compile:

• Company details (including your company registration number)
• Historic accounts and confirmation statement dates
• Details of directors, shareholders and people with significant control
• Any assets present at dissolution (for bona vacantia purposes)
• Updated constitutional documents and registers (for example, your Articles of Association and the register of members)

4) Make The Application And Pay Fees

For administrative restoration, you’ll submit the Companies House restoration application and required supporting documents, arrange any bona vacantia waiver, and file overdue accounts/confirmation statements with relevant fees and penalties.

For court restoration, you’ll prepare and issue the court claim with supporting evidence, serve parties, comply with court directions and, once an order is granted, lodge it with Companies House along with any outstanding filings and fees.

5) After You Restore A Company: Immediate Actions

Once your company is back on the register, act quickly to get back to compliant trading:

• Update registers and appointments: Confirm director and shareholder details are correct and reflected in your statutory registers and filings.
• File missing documents: Ensure all accounts and confirmation statements are fully up to date and diarise the next deadlines to avoid repeat issues.
• Reopen or update bank accounts: Banks may need to see restoration evidence and updated filings.
• Re-engage with HMRC: Reactivate VAT/PAYE as required and check corporation tax status. Speak to your accountant about any tax consequences of restoration.
• Re-paper key relationships: If your business model involves co-founders or investors, get a robust Shareholders Agreement in place so decision-making and exits are clear.
• Governance refresh: Consider adopting updated Articles of Association to align with how you plan to operate going forward.

What Documents Will You Need To Restore A Dissolved Company?

The exact paperwork varies by route and circumstances, but commonly includes:

• Restoration application (administrative) or court claim documents (court route), with witness statement and draft order.
• All overdue statutory filings (accounts and confirmation statements) and any associated late filing penalties and fees.
• Evidence the company was carrying on business or in operation at the time it was struck off (for administrative restoration).
• Bona vacantia consent or waiver from the Crown if relevant assets existed at dissolution.
• Up-to-date registers (directors, shareholders, PSC) and corrected details as needed.
• Board approvals and, where applicable, shareholder resolutions to authorise restoration steps and re-appoint officers.

If it’s been a while since dissolution, it’s common to discover gaps in company records. Rebuilding statutory registers and aligning them with Companies House data helps prevent future disputes - especially around shareholdings, transfers, and past changes of control.

Costs, Timelines And Practical Tips

Costs: Expect an application fee (Companies House or court), late filing penalties and filing fees for overdue accounts/confirmation statements, plus any bona vacantia fees where assets vested in the Crown. If you go through the courts, factor in court fees and legal costs. Exact amounts change from time to time, so check current rates before you start.

Timelines: Administrative restoration is usually faster than court restoration, but timing depends on how quickly you can prepare overdue filings, obtain any bona vacantia waiver and satisfy conditions. Court restorations depend on hearing availability and compliance with directions.

Practical tips to keep things smooth:

• Start by confirming the dates: dissolution date, last accounts date and last confirmation statement.
• Close any gaps in director/PSC/shareholder details so your restoration application isn’t delayed.
• Use board minutes and simple approvals to keep decisions tidy and traceable throughout the process.
• Consider whether any share movements should be documented with proper transfers and updates to the register of members as part of your governance catch‑up.

Alternatives To Restoring A Dissolved Company

Depending on your goals, it might be more efficient to:

• Incorporate a new company: If you don’t need the old company’s contracts, tax history or name, starting fresh is sometimes quicker than restoration (but check whether your preferred name is still available).
• Keep a revived company dormant: If you’re restoring primarily to settle affairs or hold assets, you can place the company into a non-trading state. There are specific compliance steps for making a company dormant so you avoid further penalties.

If you do restore and plan to scale, investing a few hours in governance pays dividends later. Clear voting rules, decision-making thresholds and exit mechanics in your Shareholders Agreement, and updated Articles of Association, can prevent disputes at critical moments.

Common Mistakes When Reinstating A Dissolved Company

• Missing the time limit: Leaving it late can remove administrative options and force a longer, more costly court route.
• Ignoring bona vacantia issues: If the company had assets at dissolution, don’t skip the Crown consent/waiver - it can stall or complicate restoration.
• Overlooking revived liabilities: Restoration can reopen exposure to historic debts or claims. Plan for this and consider settlement strategies.
• Poor record hygiene: Not aligning statutory registers with Companies House or failing to regularise PSC/shareholder information invites future disputes about ownership and control.
• No formal approvals: Proceeding without clear board resolutions and appropriate shareholder resolutions can undermine decisions taken post-restoration.

Key Takeaways

• You can usually restore a dissolved company via administrative restoration (if struck off by the Registrar and within time) or by obtaining a court order (including where the company was voluntarily struck off).
• Act within the typical six-year window from dissolution. Limited exceptions exist, but leaving it late reduces your options and increases cost.
• Be ready to file all overdue accounts and confirmation statements, pay late filing penalties, and obtain any bona vacantia consent or waiver for assets that vested in the Crown.
• After restoration, the company is treated as if it was never dissolved - rights and liabilities revive. Immediately regularise governance with proper board resolutions and ensure your Articles of Association, PSC data and register of members are up to date.
• If you’re restoring to trade again, protect your position with a clear Shareholders Agreement and a diarised compliance calendar so you don’t repeat past filing issues.
• Not sure which route to choose or what evidence you’ll need? Getting tailored advice early can save weeks of back-and-forth and prevent avoidable fees or refusals.

If you’d like help restoring a dissolved company, getting your governance back on track or updating your constitution and shareholder arrangements, you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.