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Restoring a Dissolved Company

Your company may be dissolved, but is that the end of the journey? In some cases, it is possible to restore a dissolved company, also known as 'Administrative Restoration'.

While this can be a long process, it allows the company to be reinstated on the Companies House register with previous directors reinstated to their prior roles within the company. Both of these can make it an attractive solution compared to starting from scratch.

However, administrative restoration can only take place in certain circumstances and is not available for every company that has been struck off the register. To explore this further, lets examine the steps involved in restoring a dissolved company.

Step 1 - Check eligibility

As previously mentioned, not every company is eligible for administrative restoration, so before going further through the process, check whether you are eligible to proceed. The following must be true, otherwise the application will be rejected by Companies House:

  • The company was struck off by the Registrar of Companies under sections 1000 or 1001 of the Companies Act 2016, which states that the company appears defunct. Usually this is because it has failed to file its confirmation statement, its accounts or has failed to respond to reminders to do so, etc.
  • The application is being made by someone who was a director or shareholder at the time the company was dissolved.
  • The application for administrative restoration is being made within 6 years of the date the company was dissolved.
  • The company was in business, operating or trading at the time it was dissolved.

If the above conditions are not met, there are other options available, such as a restoration via court order. This can be done by parties other than former directors or shareholders, for example, it can be done by creditors.

Why would anyone else want the company to be restored? There are several reasons this may happen, one example is that the creditors may want to see it restored so their debt can be paid.

Step 2 - Apply to Companies House for administrative restoration

If your company is eligible to be restored, you will need to send several items to Companies House so they can process your application for Administrative Restoration.

  1. Form RT01 - The RT01 must be completed with the following details:
    • The dissolved company's name and company registration number
    • A statement of compliance which confirms that the applicant has legal standing to make the application
    • Optionally, an alternative company name. Typically, this is only needed if another company is using the previous name; however, many company owners choose to use a new name.
  2. A cheque for £468 - This is the Companies House restoration fee (correct as of August 2025). Cheques should be made payable to 'Companies House'.
  3. Outstanding documents - All outstanding documents, e.g. accounts and confirmation statements, must be submitted to Companies House to bring all records up to date. This includes any documents that were due or overdue on the date the company was dissolved, as well as those that have become due since then.
  4. Outstanding fees and penalties - Any outstanding documents will be penalised, and you will need to pay the appropriate fee for them.
  5. A waiver letter from Bona Vacantia - This is only applicable if the company had assets and needs to be applied for before the application for administrative restoration. For more information, see the Companies House WA1 Guidance.

Usually, there are also statutory penalties to pay, particularly if your accounts were filed late, including:

  • Penalties still outstanding on accounts that were delivered late but before the company was struck off; and
  • Any penalties attached to accounts that were overdue at the date the company was dissolved.
    • Typically, Companies House will not continue to increase penalties for the period between the company being dissolved and an application to restore the company is made, for example, if accounts were 3 months overdue at dissolution, they will be treated as 3 months late, even if several years have passed since closure of the company.

Before proceeding with the application, you need to consider whether the fees and penalties outweigh the benefits of restoring the dissolved company.

If you decide to proceed, all of these should be sent to the Companies House main office.

Step 3 - Companies House process the application

Once you have sent off the paperwork and any monies owed, the process should be straightforward, and you should have a decision within 2 weeks. If the application was successful, then your company should be restored to the register.

Step 4 - Receive the notice of restoration

If you have received notice that your application was successful, Companies House will restore your business to the register.

The general effect of Administrative Restoration is that the company is deemed to have continued existing as if it had not originally been struck off the register. The visible effects include:

  • The company immediately appears in the Companies House online register as active
  • A notice of restoration will be published in the Gazette

However, references to the original striking off and restoration will remain visible in the company's filing history.

Once your company has been restored, you can look at getting any monies and assets returned that have been held Bona Vacantia by The Crown.

Also, under section 1028 of the Companies Act 2006, your company can apply to the Court to give directions, or make provisions, that may be required to put the company, its members or directors in the same position they were in before the company was struck off. Any application under this provision must be made within 3 years of company restoration.

The notice of restoration will include the company name and its registered number. However, while the company was dissolved, another company may have started with a similar (or the same) name, meaning your company can no longer use the name. The previously dissolved company cannot claim priority, so it will need to be restored under a new, unique name.

You may have thought of this happening and provided a new alternative name in the form RT01; in this case, Companies House will issue a change of name certificate on restoration. However, your alternative name may not be accepted. If this happens, Companies House will restore your business to the register using the company number as the company's name. If this happens, you must then change the company name to something new. An offence is committed if the company does not change its name within 14 days of restoration.

What happens if Companies House reject the application?

Your application may be rejected for one reason or another, such as not all of the requirements being met. If this happens, it may be a matter of providing any missing documentation. If it was refused for another reason, then you will have to consider alternatives to the restoration. You may be able to:

  • Apply for a court order for restoration. This may be available even if the standard period for restoration has expired, so long as an application is made within 28 days.
  • Obtain a discretionary grant, if a shareholder's aim is to recover monies from the dissolved company.
  • Form a new company, if the sole aim is to trade rather than recover assets.

All references to current legislation are correct at the time of writing, and should only be used as a guide. We recommend seeking professional advice before acting on the information in this article. All information is correct as of August 2025.

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