CLOSING DOWN A UK COMPANY. Voluntary dissolution is where a company applies to Companies House to be struck off and dissolved.
Company can be struck off, the following conditions apply:
The company has not traded for three months; this must be a genuine cessation of trade;
The company has no assets, property or cash at the bank;
The company has not disposed of any property or assets;
The creditors are circulated, requesting their permission for the company to be dissolved.
£250.00
No additional charges
STOP THE COMPANY DISSOLUTION. Companies House also has powers to strike companies off the register, in the case if Companies House started the dissolution, and you would like to stop their action, this option is for you!
The registrar can dissolve a company if:
He has not received documents from a company that should have sent them to him; or
Mail that the registrar has sent to a company's registered office is returned undelivered; or
The company has no directors.
£280.00
Plus government fines
STOP THE COMPANY STRIKE OFF WITH ITS FURTHER RESTORATION. In the case if Companies House started the dissolution, & you would like to stop their action and return a company back to the registrar, this option is for you!
The registrar can strike-off a company if:
He has not received documents from a company that should have sent them to him; or
Mail that the registrar has sent to a company's registered office is returned undelivered; or
The company has no directors.
£850.00
Plus government fines
COMPANY OR AN LLP RESTORATION. Administrative restoration is a quicker and cheaper means of restoring a company or an LLP to the register.
The following services are included upon the resoration of your company or a limited liability partnership:
The preparation of all paperwork; the application at the Companies House & Treasure Solicitors;
The service of documents on the defendants;
Receiving a letter of no objection (a waiver letter).
Further Information
A private company that is not trading may apply to be struck off the register of companies. This situation may arise for several reasons - for example, when directors want to retire or when the name is no longer needed. A company that is undergoing insolvency proceedings, or that is likely to do so, cannot apply. How do you dissolve a private limited company? If you have a private company and it is not trading you should be aware that the simplest and least expensive method of closing it down is to apply for it to be struck off the register of companies. This is quite a common situation that usually arises when directors of the company want to retire or when the owner/ sole director wishes to return to PAYE or self employed status. If you have a limited company that is insolvent or is likely to be insolvent you should not apply.
A private company that is not trading may apply to the Registrar to be struck off the register. It can do this if the company is no longer needed. For example, the active directors may wish to retire and there is no-one to take over from them; or it is a subsidiary whose name is no longer needed; or it was set up to exploit an idea that turned out not to be feasible. The procedure is not an alternative to formal insolvency proceedings where these are appropriate, as creditors are likely to prevent the striking off. Even if the company is struck off and dissolved, creditors and others could apply for it to be restored to the register.
A private company can apply to be struck off if, in the previous three months, it has not: traded or otherwise carried on business. Changed its name. For value, disposed of property or rights that, immediately before it ceased to be in business or trade, it held for disposal or gain in the normal course of its business or trade (for example, a company in business to sell apples could not continue selling apples during that three-month period but it could sell the truck it once used to deliver the apples or the warehouse where they were stored). Or, engaged in any other activity except one necessary or expedient for making a striking-off application, settling the company's affairs or meeting a statutory requirement (for example, a company may seek professional advice on the application, pay the costs of copying the Form 652a, etc). However, a company can apply for striking off if it has settled trading or business debts in the previous three months. A company cannot apply to be struck of if it is the subject, or proposed subject, of: any insolvency proceedings (such as liquidation, including where a petition has been presented but has not yet been dealt with); or a Section 425 scheme (that is a compromise or arrangement between a company and its creditors or members).
If you would like your company to be struck off the register it is of the utmost importance that you must check with people the main stakeholders of the company such as its creditors, employees or investors. The correct procedure to dissolve a company is to fill out and return form 652a to Companies House along with a small fee. Copies of the form asking for dissolution must be given to the following groups within 10 days of the application being submitted: members, creditors, employees, managers or trustees, and directors who have not signed the form. If your company is VAT-registered then you should inform the local VAT office. The registrar at Companies House will post a notice in The London Gazette notifying the public about the proposal and inviting objectionsif none are forwarded, the company will be struck off. The London Gazette contains a wide range of office notices including State, Parliamentary and Ecclesiastical notices, Transport and Planning notices as well as Corporate and Personal Insolvency notices to name a few.
Coddan deals with the property and rights which were beneficially owned by dissolved companies. When a company is dissolved, its assets pass to the Crown under Section 654 of the Companies Act 1985. If the dissolved company's last registered office was in England or Wales, Coddan can deal with any assets that were held by a company at the date of dissolution, but most of our work is centred on cash balances, freehold and leasehold property, trademarks, copyright, internet domain names and mortgages. Within this section of our website there are forms where you can submit the details of a dissolved company's assets. Included within this section of our website are copies of our current guidelines, which explain our position and outline our requirements. Coddan offers UK company liquidation, dissolution & business entity dissolutions - dissolve a limited company UK, strike-off company: united kingdom company restoration. We can help with company & LLP liquidation service, company insolvency & companies restoration. A private company that is not trading may apply to the Companies Registrar to be struck off the register. Where a company is struck-off, under Companies Act, it can make an application to the Registrar of Companies to have it restored to the register. An application for restoration before the expiration of 12 months from the date of dissolution of the notice striking the company name from the register. It can do this if the company is no longer needed, company act 2006. This process is also known as a voluntary dissolution, this is a provision in the Companies Act to allow the removal of the company from the Companies Register, typically when the company is dormant. If the company serves no useful purpose its dissolution removes the need for filing annual returns and accounts. It is a quick and clean removal of a dormant company from the company register. Dissolution avoids the costs of liquidation, fees and expenses. It avoids formal investigation into the conduct of the directors as required in liquidation or receivership. If you wish to dissolve a company, there are a number of criteria to be fulfilled before the company is acceptable to the liquidator. We can advise on the steps that need to be taken, and identify any outstanding claims, debts, credits or filings that need to be completed. Coddan can also advise on the most appropriate and safest course of dissolution: for instance, if your company is struck-off, there is a 20-year period of liability, whereas if you choose voluntary liquidation, that liability is just two years. Corporate dissolution, meaning dissolved, how dissolve LLC, articles dissolution, winding-up company, how-to close company, restore dissolved company, restore struck company. Struck-off the register, restore your limited company, professional company restoration services, company administrative restorations, company restoration application, company has been struck off or dissolved, restored to the register at Companies House. Struck off or dissolved companies, resurrect a struck off or dissolved company, reinstate a struck off or dissolved company, your struck off or dissolved company restoration. It is important to know how a Company is wound up, because there are specific steps that must be taken in the liquidation of a company. The procedures for voluntary and involuntary liquidation are different, and it is on involuntary liquidation that we shall initially focus here. Another common group who can wind up a company is creditors who want the board investigated. They may believe that one or more directors are acting illegally, such as unlawful trading, and so present a winding up petition to court in order that the directors are investigated. This is another result of involuntary liquidation: the investigation of the directors, and a directors report. We can help you to winding-up and dissolve your company in the UK, Cyprus, BVI British Virgin Islands, Belize, Gibraltar, Panama, Nevis and Saint Kitts, Hong Kong, Saint Vincent and Grenadines, Republic of Ireland, Northern Ireland, Northern Ireland, England, Wales, Scotland, Seychelles, Mauritius, Isle of Man, Jersey, Guernsey, Alderney, Bahamas, Australia, New Zealand, Republic of Panama.
Company Dissolution
This procedure can also be known to be voluntary dissolution. This allows the removal of the company from the Companies House Register; it is a provision in the Companies Act, generally when the company is non-trading. If for any reason a company serves no useful intention its dissolution discards the commitment for filing annual returns and accounts. Do keep in mind that the company will only be discontinued (taken out from the Companies House Register), if the following conditions apply:
The company has no records of trading for three months. The company no longer have assets or property or cash at bank. The creditors must be informed requesting their permission for the company to be dissolved under this action. Creditors are given three months to examine the request to dissolve the company and may reject this request. The company will not be able to change its name during this period. The company will not have discarded any property or assets as yet (this may consist of land and buildings, plant and equipment, debtors and other assets).
Advantages of Dissolution
This can be a quite fast, cost-effective and clean struck-off of a dormant (non-trading) company from the registrar of companies. Dissolution avoids further questions about property, debts and liabilities that may be shared between shareholders, it also avoids expensive costs of liquidation. It deflects an investigation into the conduct of the directors as demanded in liquidation or receivership.
Disadvantages of Dissolution
Permission is required to proceed with dissolution form creditors which may reject the application. Any shareholder, creditor or liquidator can apply to console the company for up to 20 years of dissolution. But they may console the company if the following applies: notice sent to creditors was not given correctly or sufficiently. It will start to become known that company might have been trading during the three months period prior to making application to dissolve. It will become clear known that some fraud, misfeasance or other unjust action was committed by the company or the directors before or during the dissolution process.
From a creditors' outlook, dissolution diverts from a formal investigation and turns to the director's conduct. Dissolution does not afford an investigation into past if any transactions such as a preference; transactions defrauding creditors or basic fraud have been committed conduct. A company will either be liquidated voluntarily or compulsorily if the creditors are of the opinion that such transactions may have occurred they can of course refuse permission. Let us know how we can help.
Limited Company Dissolution, Company Restoration & Company Strike-Off. Winding-Up Company & Closing Down
This article discusses the procedure for the liquidation and dissolution of private limited companies under the UK law. A private company that is not-trading may apply to be struck-off the Register of Companies. This situation may arise for several reasons, for example, when directors want to retire or when the business name is no longer needed. If you have decided that you no longer want to maintain your company & wish to have it struck-off, the registrar will not normally pursue any outstanding late filing penalties unless you restore the company to the register at a later stage.
A company that is undergoing insolvency proceedings, or that is likely to do so, cannot apply for dissolution. How do you dissolve a private limited company? If you have a private company and it is not trading you should be aware that the simplest and least expensive method of closing it down is to apply for it to be struck off the Register of Companies. This is quite a common situation that usually arises when directors of the limited company want to retire or when the owner/sole director wishes to return to PAYE or self-employed status. If you have a limited company that is insolvent or is likely to be insolvent, you should not apply for voluntary dissolution.
Closing Down or Dissolving a Company
Striking-off or winding-up a limited company or an LLP partnership: a private company can request to be closed (dissolved) under Section 1003 of the Companies Act 2006, providing that it meet all of the following requirements: company is not traded within the last 3 months, business entity not changed the company name within the last 3 months, limited company is not subject to any legal proceedings, current or proposed; & company has not made a disposal for value of property or rights. Contact us to see how we can assist you.
If you would like your private company or a limited liability partnership to be struck off the Register it is of the utmost importance that you must check with people the main stockholders (shareholders/members) of the company such as its creditors, employees or investors. The correct procedure to dissolve a company is to fill out and return the dissolution form to Companies House along with a fee. Copies of the form asking for dissolution must be given to the following groups within seven days of the application being submitted: members, creditors, employees, managers or trustees, and directors who have not signed the form.
A company cannot apply to be strike off if it is the subject, or proposed subject, of: -
Any insolvency proceedings such as liquidation, including where a petition has been presented but has not yet been dealt with); or
A section 895 scheme (that is a compromise or arrangement between a company and its creditors or members).
However, a limited company can apply for strike-off from the Register if it has settled trading or business debts in the previous three months.
We can help you to dissolve or close your limited company in the UK, Scotland, Republic of Ireland, Cyprus, Isle of Man, BVI (British Virgin Islands), Mauritius, Seychelles, UAE, etc. We can also help to re-register a company or re-domicile (transferring) of a company to another jurisdiction, such as Hong Kong, Malta, Switzerland, Andorra, Singapore, and Netherlands or in offshore tax haven countries.
Advantages of a Company Dissolution & Private Company Winding-Up
Dissolution avoids the costs of liquidation, fees and legal expenses. It is a quick and clean removal of a dormant company from the Company's Register. It will avoid any formal investigation, which may take place to administrate the directors as required in liquidation or receivership. However, striking-off is only applicable to a private company if, in the past three months, it has not: -
Traded or otherwise carried on business;
Changed its name;
Disposed for value of property or rights that, immediately before ceasing to be in business or trade, it held for disposal or gain in the normal course of that business or trade; or
Engaged in any other activity except one necessary or expedient for making a striking-off application, settling the company's affairs or meeting a statutory requirement. A company can, however, apply if it has settled trading or business debts in the previous three months.
For the reasonable fee we can conduct the dissolution procedure for a company or an LLP, if the conditions mentioned above are all met, do not hesitate to contact us if you have any further questions.
What Should You Do Before Applying?
There are safeguards for those who are likely to be affected by a limited company's dissolution. If your private limited company has creditors, a few members etc., you should warn all of these people before applying for voluntary dissolution, as any of them may object to the company being struck-off from Registrar. You should deal with any loose ends, such as closing the corporate bank account, the transfer of any domain names before you apply for the voluntary dissolution (closing a company). Contact us to see how we can help you.
Please note: from the date of dissolution, any assets held by a dissolved company or a limited liability partnership will belong to the Crown. The company's business bank account will be frozen and any credit balance in the account will be passed to the Crown.
Limited Company Struck Off
Where the registrar has reason to believe that a company is not carrying on business nor in operation he/she may remove it from the register. This procedure takes approximately six months. The registrar sends two letters to the company and a notice of intention to strike the company off the register is published in the London Gazette (Gazette). A similar notice is also sent to the company. Three months after the date of the notice the registrar may strike the company's name off the register. Notice of the striking off is published in the Gazette. On the publication of the notice in the Gazette the company is dissolved. A final notice giving the dates the company was struck off the register and then dissolved is placed on the registrar's file. If approached by a creditor the registrar may delay striking the company’s name off the register to enable a claim to be pursued or winding-up proceedings brought.
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The directors who make the application must, within seven days of sending the application to the Registrar, send a copy to the following persons: -
Members, usually the shareholders;
Creditors, including all contingent (existing) and prospective (likely) creditors such as banks, suppliers, former employees if the company owes them money, property owners, tenants (for example, where a bond is refundable), guarantors and personal injury claimants. Also, you must notify appropriate offices of Her Majesty's Revenue and Customs (HMRC) and Department of Work and Pensions (DWP) if there are outstanding, contingent or prospective liabilities;
Employees;
Managers or trustees of any employee pension fund; and
Any directors who have not signed the dissolution form.
The company's directors must also send a copy of the application to any person who, after the application has been made, becomes a director, member, creditor or employee of the company, or a manager or trustee of any employee pension fund of the company. This must be done within seven days of the person becoming one of these. They must also send a copy of the dissolution application to any person who becomes one of the above at any time after the day the company made the application for the voluntary strike-off. This obligation continues until the dissolution of the company or the withdrawal of the application.
Disadvantages of a Company Dissolution & Private Company Closing Down
Creditors may reject the application, their permission is required to continue with a dissolution. Any shareholder, creditor or liquidator can apply to revive the company for up to twenty years of dissolution. However, they may revive the company of the following applies: -
If a notice required to creditors was not given correctly or suitably. It comes to attention that company was trading during the three months period when making application to dissolve at the same period.
It comes to the attention that some fraud, misfeasance or other wrongful action was committed by the company or the directors before or during the dissolution process.
There is no assigned method, whilst a common sense concept off collecting assets and distributing them to creditors in suitable order usually suffices. If performed incorrectly can lead to a revival of the company as above and could be open for abuse. If you are in any doubt as to the application of this method please do not hesitate to contact us.
Dissolution is not considered to amount to a winding-up under the Insolvency Act. This company dissolution procedure is not an alternative to formal company insolvency proceedings where these are appropriate. Even if the limited company is closed, struck-off and dissolved, creditors & other relevant parties could apply for the company to be restored back to the Companies Register to continue duties and responsibilities.
From the date of dissolution, any assets of a dissolved company will be "bona vacantia". Bona vacantia literally means "vacant goods" and is the technical name for property that passes to the British Crown because it does not have a legal owner. The limited company's bank account will be frozen and any credit balance in the account will be passed to the Crown.
Company Dissolution & Winding Down' Offences & Legal Penalties
It is an offence: -
To apply when the company is ineligible for striking-off;
To provide false or misleading information in, or in support of, an application;
Not to copy the application to all relevant parties within seven days;
Not to withdraw the application if the company becomes ineligible.
Closing a Company: Offences and Penalties
The offences attract a fine of up to a maximum of £5,000 on summary conviction (before a magistrates' court or Sheriff Court) or an unlimited fine on indictment (before a jury). If the directors breach the requirements to give a copy of the application to relevant parties and do so with the intention of concealing the application, they are also potentially liable to not only a fine but also up to seven years imprisonment. Anyone convicted of these offences may also be disqualified from being a director for up to 15 years.
Do All Companies Have to Go Through the Insolvency Proceedings Before Being Dissolved?
No. If the Registrar has reason to believe that a company is not carrying on business or is not in operation, its name may be struck off the register and dissolved without going through liquidation. A private company that is not trading may apply to the Registrar to be struck-off the Register. This procedure is not an alternative to the formal insolvency proceedings.
Company Dissolution vs. Liquidation
Dissolution refers to the closure of a business, often on voluntary decision of the business owner. It requires the payment of all taxes and liabilities. Liquidation refers to the complete sale of the business' assets. This may be the best option if you have no other option when business closure is imminent, such as a merger or acquiring emergency capital, or your cannot pay your debts. Call us to discuss your needs & see how we can help.
Who Can Apply to Give a Company Struck-Off the Companies' Register?
A private company that is not trading may apply to the Registrar to be struck off the Register. It can do this if the company is no longer needed. For example, the active directors may wish to retire and there is no-one to take over from them; or it is a subsidiary whose name is no longer needed; or it was set up to exploit an idea that turned out not to be feasible. The procedure is not an alternative to formal insolvency proceedings where these are appropriate, as creditors are likely to prevent the striking off. Even if the company is struck off and dissolved, creditors and others could apply for it to be restored to the register.
A private company can apply to be struck off if, in the previous three months, it has not: traded or otherwise carried on business. Changed its name. For value, disposed of property or rights that, immediately before it ceased to be in business or trade, it held for disposal or gain in the normal course of its business or trade (for example, a company in business to sell apples could not continue selling apples during that three-month period but it could sell the truck it once used to deliver the apples or the warehouse where they were stored).
Or, engaged in any other activity except one necessary or expedient for making a striking-off application, settling the company's affairs or meeting a statutory requirement. However, a company can apply for striking off if it has settled trading or business debts in the previous three months. A company cannot apply to be struck-off if it is the subject, or proposed subject, of: any insolvency proceedings (such as liquidation, including where a petition has been presented but has not yet been dealt with).
What Happens to the Directors of an Insolvent or Dissolved Company?
The liquidator, administrative receiver, administrator or Official Receiver has a duty to send the Secretary of State a report on the conduct of all directors who were in office in the last 3 years of the company's trading. The Secretary of State has to decide whether it is in the public interest to seek a disqualification order against a director. Examples of the most commonly reported conduct are: -
Continuing the company's trading when the company was insolvent;
Failing to keep proper accounting records;
Failing to prepare and file accounts or make returns to Companies House; and
Failing to send in returns or pay to the Crown any tax that is due.
What Should I Do Before Applying for a Company' Dissolution & Close it Down?
There are safeguards for those who are likely to be affected by a company's dissolution. If your company has creditors, members etc., you are advised to warn all the people, before applying, as any of them may object to the company being struck off.
Any loose ends should be dealt with before you apply. It is also advisable to notify any other organisation or party who may have an interest in the company's affairs, otherwise they might later object to the application.
Examples include local authorities, especially if the company is under any obligation involving planning permission or health & safety issues, training & enterprise councils and government agencies.
What Happens When the Registrar Accepts an Application to Dissolve a Company?
The Companies' Registrar will advertise and invite objections to the proposed striking-off in the London Gazette. The Registrar will strike the company off the register not less than three months after the date of this notice if he sees no reason to do otherwise and the application has not been withdrawn. The company will be dissolved when the Companies' Registrar publishes a notice to that effect in the Gazette. At the time of striking-off, a letter will be issued to the contact name on dissolution application form confirming the proposed date of dissolution.
Who, How & Why the Company' Dissolution & Winding Down Can be Objected?
Objections or complaints against the company dissolution must be in writing & sent to the Companies' Registrar with any supporting evidence, such as copies of invoices that may prove the company is trading. Reasons could include: -
If the company has broken any of the conditions of its application for example, it has traded, changed its name or become subject to insolvency proceedings during the three-month period before the application, or afterwards;
If the directors have not informed interested parties;
If any of the declarations on the form are false;
If some form of action is being taken, or is pending, to recover any money owed (such as a winding-up petition or action in a small claims court);
If other legal action is being taken against the company;
If the directors have wrongfully traded or committed a tax fraud or some other offence.
Company Strike-Off: Deadlines for Limited Company' Accounts and Annual Returns
While your company was dormant, you will still have been sending accounts to Companies House each year, so your Companies House reporting dates will stay the same for annual returns and accounts. However, your company's corporation tax accounting period will begin when the company starts business activities. You can: -
Keep the company's accounting reference date the same with Companies House;
Create statutory accounts as usual for the 12 months up until the accounting reference date;
Send these accounts to Companies House and use them to complete your company Tax Return.
The Companies' Registrar can strike-off a company on his own initiative, if it is neither carrying on business nor in operation. The registrar may take this view if, for example: -
He has not received documents from a company that should have sent them to him; or
Mail that the registrar has sent to a company's registered office is returned undelivered; or
The company has no directors.
Before striking a company off the Register, the Companies' Registrar is required to write two formal letters and send notice to the company's registered office to inquire whether it is still carrying on business or in operation. If he is satisfied that it is not, he will publish a notice in the relevant Gazette stating his intention to strike the company off the register unless he is shown reason not to do so.
A copy of the notice will be placed on the company's public record. If the registrar sees no reason to do otherwise, he will strike off the company not less than three months after the date of the notice. The company will be dissolved on publication of a further notice stating this in the relevant Gazette.
Stop the Winding Up Petition: Company Restoration to the Companies House' Register
The Registrar strike a company and/or a limited liability partnership off the register on his own initiative, if it is neither carrying on business nor in operation. The registrar may take this view if, for example: -
He has not received documents from a company that should have sent them to him; or
Mail that the registrar has sent to a company's registered office is returned undelivered *; or
The company has no directors **.
Registrar Company Strike-Off
The Companies House can close down a limited company or limited liability partnership on his own initiative, if it is neither carrying on business nor in business activities. If you want your business entity to remain on the Register, you must reply promptly to any formal enquiries from the Registrar & provide any outstanding documents and pay penalties. Call us to discuss your needs how to restore your business entity & see how we can help.
*/** Please bearer in mind, that we are providing a registered office address and the nominee services (nominee directors & nominee shareholders) for 12 month only, and if the customer is late with his annual payment to Coddan, we will notify the Companies House and HMRC that the registered office address does not belong to a company anymore; we will be resigning our nominee officers from the position of a nominee director and/or nominee shareholder. After this, it's likely that, Companies House will strike a company or an LLP off the register. To avoid the situation when your business can be administratively dissolved, please be more responsible with your corporate affairs.
Before striking a company off the register, the registrar is required to write two formal letters and send notice to the company's registered office to inquire whether it is still carrying on business or in operation.
Please take upon your consideration of the following facts, if you have applied for a company or LLP formation and for the provision of registered office address from with Coddan and your company is registered on the first of August 2012, we will send you reminders about the company or LLP renewal in beginning of July 2013, then in end of July, and the final reminder usually sent at the anniversary of your registration. If you will not respond to our notifications & not pay the renewal fee, your registered office address service will expire from the second of August 2013, and from that time our company will not be responsible to forward and further notices or correspondence to you, even, if we will receive official letters from Companies House or from the HMRC.
We are saying this, because you may receive an official letter from the Companies Registrar regarding your company dissolution. If company does not have a valid registered office address, officers or does not file the annual return, process of administrative dissolution can start within three-to-six month from the anniversary of your company incorporation date (the time when we have stopped the provision of the registered office address for your company).
If the Companies Registrar is satisfied that it is not, he will publish a notice in the relevant Gazette stating his intention to strike the company off the register unless he is shown reason not to do so.
A copy of the notice will be placed on the company's public record. If the Registrar sees no reason to do otherwise, he will strike off the company not less than three months after the date of the notice. The company will be dissolved on publication of a further notice stating this in the relevant Gazette.
If you want your limited company or limited liability partnership to remain on the Register, you must reply promptly to any formal inquiry letter from the registrar and deliver any outstanding documents. Failure to deliver the necessary documents may also result in the directors being prosecuted. If you have any further queries, please do not hesitate to contact us.
There are two ways for a company to be restored to the companies' register: the first way is by by the administrative restoration & the second way is by a Court Order.
In the case if your limited company or an LLP has been struck-off from the register by the Companies House due to non-compliance with the annual filings (administrative dissolution) not more than six years ago, we can help you to restore a company though the process of administrative restoration. If your company has been dissolved for more than six years ago, it can only be restored by a court order.
The registrar can only restore a company if he receives a court order, unless a company is administratively restored to the register. Anyone who intends to make an application to the court to restore a company is advised to obtain independent legal advice. We can assist you not just by giving an advice, we can help you to restore a company by a court order.
Any company which is restored to the register is deemed to have continued in existence as if it had not been struck off and dissolved.
During the company restoration process, company needs to file with the Companies House all outstanding annual returns and accounts. After application for administrative restoration is submitted to the Registrar, Companies House may also issue a request for the payment of late filing fees (penalties) if a company or an LLP was overdue with the filing of annual accounts. These late penalties can come up to £1,500 pounds per year. Companies House will not proceed with the administrative restoration unless all outstanding documents, filing fees and fines (if any) are submitted and paid.
Who Can Apply to the Court to Restore a Company or an LLP Back to the Register?
Generally, any of the following may make an application for the restoration: -
Any former director, member, creditor or liquidator;
Any person who had a contractual relationship with the company or who had a potential legal claim against the company;
Any person who had an interest in land or property in which the company also had an interest, right or obligation;
Any manager or trustee of the company's former employees’ pension fund;
Any other person who appears to the Court to have an interest in the matter.
For companies struck-off any of the parties who must be notified of the application can apply to the court within twenty years of dissolution for the name of the dissolved company to be restored to back to the register. The court may order a company restoration if it is satisfied that: -
The person was not given a copy of the company's application;
The company's application involved a breach of the conditions of the application; or
For some other reason it is just to do so.
The Secretary of State may also apply to the court for restoration if this is justified in the public interest. For companies struck-off at the instigation of the Registrar of Companies: the company, or a member or creditor of it, can apply to the court for restoration within twenty years of the dissolution. When a company applies for its own restoration, a member of the company must also be an applicant to give any necessary undertakings to the court.
Where a company is dissolved: the liquidator or any other interested party such as a creditor can apply to the court for the dissolution to be declared void. In most cases an application must be made within two years of dissolution, but it can be made at any time if its purpose is to bring proceedings against a company for: damages for personal injuries including any sum under Section 1(2)(c) of the Law Reform (Miscellaneous Provisions) Act 1934 (funeral expenses) or damages under the Fatal Accidents Act 1976 or the Damages (Scotland) Act 1976.
The Myths and Reality About the Restoration vs New Company Registration
Contrary to popular myth 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 will be a different company, a new company formation is exactly that a new company registration; 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.
Where Do I Apply for a Court Order for a Company Restoration?
Apply to the High Court by completing a claim form (this is the standard form that starts proceedings). The registrar of the companies Court in London usually hears restoration cases in chambers once a week on Friday afternoons. Cases are also heard at the District Registries. Alternatively, an application can be made to a County Court that has the authority to wind-up the company.
LLP, LLC, IBC, Private Family Foundations & Limited Companies Restoration Services in the USA, EU or in the Tax Haven Countries
For reasons unknown to us, some customers register companies, partnerships and foundations with Coddan, but never pay attention to the annual duties & compliance requirements of their business entities; assuming that their business structures will be "alive" for years and years after the incorporation. They ignore payments of annual fees and most importantly requirements of the local Companies' Registrars to file the annual return and annual accounts. As the result, their business structures were wound-up by local authorities for non-complying with rules and regulations.
Sometime after their realise their company or an LLP has been dissolved they return back to us asking for assistance with the restoration of their companies, because their bank accounts have been blocked, their power-of-attorney have expired, or relevant bodies asked to provide a certificate of good standing to confirm their company or an LLP is still in existence with the local authorities.
These entrepreneurs pay few thousand of ponds to reinstate their business entities back to the registrar & to continue using their bank accounts and other business facilities. To avoid these huge expenses, please be careful and considerate of the annual compliance requirements and keep your company in a good standing year by year.
Corporate Bankruptcy & Administration Order, Restoring a Struck-Off Company
Administration Order maximum debt £5,000. An individual can seek the full protection of the court to settle debts of less than £5,000 (there is not a vote, as with an IVA). The court will decide if the arrangement is fair to the creditors. The basis of this arrangement is to try to avert the bankruptcy of debtors who owe (in the courts opinion) a small amount. Failure to maintain the administration order can result in court action by a creditor for a county court judgment or bankruptcy.
Private Limited Company Bankruptcy, Restore a Closed Company
Minimum debts of £750.00. An individual or a creditor can apply for a bankruptcy order if the debt is at least £750.00. The amount of the debt must not be in dispute. If an individual owed you £800.00 for a service you supplied and would not pay you due to a dispute, you could apply for a bankruptcy order, however, the court would reject the order based on the debtor raising the dispute. The court will not allow an order if there is any doubt whatsoever as to the validity of the debt (even if the debtor is more than likely lying).
If the individual could not pay you due to a lack of money, you would usually be successful. The usual time for a bankrupt to automatically be discharged is two years if it is your first bankruptcy and unsecured creditors are less than £20,000, and three years if unsecured creditors are in excess of £20,000.
Personal Bankruptcy, Winding Up a LTD Company with HMRC
The aim of most creditors (the one's you owe money to) is not to make an individual bankrupt. Most bankruptcies have little in the way of compensation for unsecured creditors. The government services are more likely to petition your bankruptcy than, say, a trader you owe money to. It is also common for an individual to start a bankruptcy petition themselves: out of desperation to avoid the hounding of some overzealous creditors.
The purpose of bankruptcy is to convert your possessions, and any wages you receive, into lump sum and instalment payments for creditors. A debtors purpose to apply for their own bankruptcy is to form a moratorium (a group of creditors) to agree part repayment of all outstanding debts, and when the agreed repayment has been met, to have a 'clean slate'.
Individual creditors cannot take action against you. They must make a claim through the 'trustee' (the name of the person who controls a bankruptcy) or write off their debt. When appointed the trustee will advertise your demise in a number of newspapers to give all of your creditors a chance to make a claim against the bankruptcy. It is also the responsibility of the bankrupt to make an honest list of all creditors: as a bankruptcy is also a chance to start again the bankrupt should ensure every creditor is notified. Not that a creditor could make a claim against you after a bankruptcy, but it will get all your creditors of your back.
If you own your home you would be fortunate to keep it. You can keep household 'essentials': bed, fridge, heating appliances etc. But not, TV's, video recorders, computers (unless used for work, or used to get work). All 'tools of trade' are protected, but will be scrutinized (a new transit van is not a necessity - buying a well-used second hand van would be a likely suggestion from the bankruptcy trustee).
A bankruptcy will normally last until the third anniversary of the bankruptcy order. During this time you are not allowed to hold a public office, become a company director (or in all but name run a business) and you must not apply for credit over £250.00 without notifying the lender of your bankruptcy. Your credit file will show your bankruptcy for six years from the bankruptcy order.
There is some talk of allowing some bankrupts to become company directors in as little time as three months from the bankruptcy order. The basis of the issue is: should an entrepreneur who started a business, a sound and well run business, but lost control of the company’s survivability through bad luck, 'just a few more sales', 'a bit more backing from the bank' etc. be allowed to try again once all matters have been explained to, and sanctioned by the trustee? This option gets my vote.
Partnership Insolvency, Closing a Limited Liability Partnership
A partnership can enter into a Partnership Voluntary Arrangement (PVA). In a liquidation of a partnership, the personal assets of the partners are at risk if insufficient assets are available from the realized partnership assets.
How to Shut Down or Restoring a Company: Live Help
Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours, our business centre will be closed. When you click on the button, you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable.
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This article discusses the procedure for the liquidation and dissolution of private limited companies under the UK law. A private company that is 
Creditors may reject the application, their permission is required to continue with a dissolution. Any shareholder, creditor or liquidator can apply to revive the company for up to twenty years of dissolution. However, they may revive the company of the following applies: -
A private company that is not trading may apply to the Registrar to be struck off the Register. It can do this if the company is no longer needed. For example, the active directors may wish to retire and there is no-one to take over from them; or it is a subsidiary whose name is no longer needed; or it was set up to exploit an idea that turned out not to be feasible. The procedure is not an alternative to formal insolvency proceedings where these are appropriate, as creditors are likely to prevent the striking off. Even if the company is struck off and dissolved, creditors and others could apply for it to be restored to the register. 
There are safeguards for those who are likely to be affected by a company's dissolution. If your company has creditors, members etc., you are advised to warn all the people, before applying, as any of them may object to the company being struck off. 
*/** Please bearer in mind, that we are providing a registered office address and the nominee services (nominee directors & nominee shareholders) for 12 month only, and if the customer is late with his annual payment to Coddan, we will notify the Companies House and HMRC that the registered office address does not belong to a company anymore; we will be resigning our nominee officers from the position of a nominee director and/or nominee shareholder. After this, it's likely that, Companies House will strike a company or an LLP off the register. To avoid the situation when your business can be administratively dissolved, please be more responsible with your corporate affairs. 
The Secretary of State may also apply to the court for restoration if this is justified in the public interest. For companies struck-off at the instigation of the Registrar of Companies: the company, or a member or creditor of it, can apply to the court for restoration within twenty years of the dissolution. When a company applies for its own restoration, a member of the company must also be an applicant to give any necessary undertakings to the court. 
The aim of most creditors (the one's you owe money to) is not to make an individual bankrupt. Most bankruptcies have little in the way of compensation for unsecured creditors. The government services are more likely to petition your bankruptcy than, say, a trader you owe money to. It is also common for an individual to start a bankruptcy petition themselves: out of desperation to avoid the hounding of some overzealous creditors. 