Company dissolution and restoration

Company dissolution is where Companies House strikes a company off the register either because it has requested to be removed or because the company has failed to submit annual returns or accounts when required and so is assumed by Companies House to be defunct.

Voluntary dissolution is useful when a company is no longer required. Having the company dissolved brings to an end all responsibilities for sending documents to Companies House. We provide a service for this. Company dissolution cannot be used when the company is unable to pay its debts. In these circumstances, the appropriate process will be winding up (also called 'liquidation') or administration or receivership. These are formal and expensive processes conducted by insolvency practitioners and outside our areas of expertise. The Insolvency Service website has useful information on these areas.

When a company is dissolved it ceases to exist as a legal entity. The company's assets vest in the Crown as bona vacantia. In other words, the company's assets are taken by the government. If the company has assets, such as land or other property, or even money in the bank, the Crown is entitled to them from the day the company is struck off. Where the company is dissolved by Companies House because the company has not registered its annual returns or accounts, the owners of the company often only discover this when the company's bank freezes the bank account. The only way to get the assets back is to have the company restored.

Company restoration is where a company is put back on the register at Companies House. Restoration can be done by application to Companies House (administrative restoration) or by court order. Company restoration is the only way of getting back from the government assets taken from a dissolved company. If, however, all that is required is to restore the name of the dissolved company, a new company may be registered with the same name as the one that has been dissolved (provided that name has not already been re-registered).

We offer the following services in this area:

Voluntary dissolution
Administrative restoration (or, alternatively, setting up a new company in the name of the one that has been dissolved)