Brighton Company Formations Limited
BRIGHTONCOMPANYFORMATIONS
The Midstall, Randolph’s Farm,
Brighton Road, Hurstpierpoint,
West Sussex, BN6 9EL
Tel 01273 831891
Fax 01273 835282
Info@brighton-
Can the Registrar strike off a company?
Yes, if it is neither in 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 he has sent to a company’s registered office is returned undelivered.
Before the Registrar strikes a company off the register, he must write two formal letters to the company's registered office to enquire whether it is still carrying on business. If he is satisfied that it is not carrying on business, 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 Gazette.
From the date of dissolution, any assets of a dissolved company will be 'bona vacantia'. Bona vacantia the technical name for property that passes to the Crown because it does not have a legal owner. The company's bank account will be frozen and any credit balance in the account will be passed to the Crown.
Can I object to strike off action?
The Registrar will take into account representations from the company and other interested parties such as creditors. If there is good reason not to strike the company off the register, he may suspend the action until the objection is resolved.
How does the Registrar’s intention to strike off a company appear in the London Gazette?
The Company Law Official Notifications Supplement to the London Gazette publishes weekly notices on microfiche. Copies are available from:
The London Gazette, PO Box 7923, London SE1 5ZH .
and the web site: www.london-
What happens to the assets of a dissolved company?
From the date of dissolution any assets held by a dissolved company will be 'Bona Vacantia'. This means they belong to the Crown. The company's bank account will be frozen and any credit balance in the account will be passed to the Crown.
Who can apply to have a company restored to the register?
Unless a company is administratively restored to the register, the Registrar can only restore a company if he receives a Court Order.
Who can apply to the Court to restore a company to the register?
Generally, any of the following may make an application for 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.
· Except in the case of a personal injury the application for restoration must be made within six years of the date of dissolution of the company.
However, there are some transitional arrangements if a company was struck off under section 652 or 652A of the Companies Act 1985. An application may be made at any time before:
a) 1 October 2015 (six years after commencement of the provisions of the Companies Act 2006); or
b) the expiration of the period of twenty years from publication in the London Gazette of notice under the relevant section whichever occurs first
For the purposes of bringing a claim for damages for personal injury, you may make an application for restoration at any time, but the Court does not have to make an order for restoration if it believes that the claim would fail due to legal time limits placed on it.
Are there costs or penalties?
Yes. The Treasury Solicitor, whose costs are normally met by the claimant(s), will represent the Registrar. In addition the company must normally pay any statutory penalties for late filing of accounts delivered to the Registrar outside the period allowed by the Companies Act 2006. The penalties that may be due are:
Unpaid penalties outstanding on accounts delivered late before the company was dissolved; and
Penalties due for accounts delivered on restoration, if these accounts were overdue at the date the company was dissolved.
The level of any late filing penalty depends on how late the accounts are when the Registrar receives them.
In the case of accounts delivered on restoration, the period during which the company was dissolved is disregarded.
Length of delay (measured from the
date the accounts are due) Penalty:
Private company Penalty:
Public company
Not more than 1 month £150 £750
More than 1 month but not more than 3 months £375 £1,500
More than 3 months but not more than 6 months £750 £3,000
More than 6 months £1,500 £7,500
For example a private company's set of acceptable accounts for the accounting period ending 30 September 2009 would need to be delivered by 30 June 2010 to avoid a late filing penalty. If they were not delivered to Companies House until 15 July 2010 the company will incur a late filing penalty of £150.
The penalties will be doubled if a company files its accounts late in two successive financial years beginning on or after 6 April 2008. So, if a private company has an accounting reference date of 30 September and the accounts for the period ending 30 September 2009 were delivered up to one month late, and the accounts for the period ending 30 September 2010 were delivered up to one month late, then there would be a £300 late filing penalty in respect of the 2010 accounts.
My company has been dissolved so why can’t I just incorporate a company with the same name?
A company has a unique company number. Legally, it is referred to by that company number and not by the company name. This is because the company name can be changed but never the company number. Any assets of a dissolved company remain in that dissolved company. Once a dissolved company has been restored it will continue as if it had never been struck off and any assets in the company at the date of strike off will be returned.
How long do company restorations take?
Administrative Restoration
If a company is to be restored to the Register to continue trading all outstanding information must be submitted to the Registrar. This could include annual returns and accounts and forms appointing a director, resigning a director or amending the registered office of the company.
Once all the necessary documents have been correctly submitted to the Registrar the company will be restored to the Register often within a few days.
Restoration by Court Order
Where the company is to be restored by Court Order the process is likely to take between 6 and 12 weeks.
What are the Companies House fees for annual returns?
In order to restore the company it may be necessary to submit an outstanding annual return. The annual return cannot be filed electronically as the company is dissolved and it is therefore necessary to submit the form on paper.
The fees as at 15th April 2011 are as follows:
AR01 – annual return due after 1st October 2009, £40
363 – annual return due up to 30th September 2009, £30
363 – annual return due between 1st October 1996 and 31st January 2005, £15
Explain Administrative Restoration or fast track restoration
A Company can be restored through an administrative restoration regardless of whether the company was removed by the Registrar under the 1985 or the 2006 Companies Act. The general belief is that to be eligible for an administrative restoration the company must have been:
Struck off the register under sections 1000 to 1002 of the Companies Act 2006 and
Dissolved for no more than 6 years at the date the registrar receives the application for restoration
However companies that have been struck off the register under section 652 of the 1985 Companies Act can be administratively restored under section 1024 of the 2006 Companies Act provided they meet the conditions set out in section 1025 of the 2006 Companies Act
To find out if your company can be administratively restored please contact us.
Can you help with accounts, annual returns and other Company House Forms?
In our experience many restorations are delayed because accounts, annual returns or other forms are incorrectly completed.
Fast track document preparation service
We can assist in the preparation of the accounts and annual returns that are required in order to bring the affairs of the company up to date in order for the company to be restored.
We can also assist in ensuring that the necessary forms relating to the appointment and resignation of directors and secretaries and changes of registered office are completed and ready for submission to the registrar.
A fast track document preparation service can be provided and please contact us for further information.
A fast track document checking service
A fast track document checking service is offered whereby we will check the documents that have been prepared by others in order to ensure that:
· The accounts conform to the statutory requirements and will therefore not be rejected by the Registrar
· The annual returns are completed in the correct manner
· The forms appointing or resigning directors and company secretary are correctly completed.
· The forms necessary to change the registered office are correctly completed.
· If you wish to use this service please contact us for further information.
Why would a company be restored with a different company name?
The company's name could be changed on restoration if at the date of restoration the company's former name is the same as, or similar to, another name on the Registrar's index of company names.
If this is the case, it will need to choose an alternative name, and on restoration, a change of name certificate will be issued.
Or, The Registrar could restore the company to the Register using its registered number as the company name. The company then has 14 days from the date of restoration in which to change its name.
Alternatively, the directors could pass a resolution to change the company name. A copy of the resolution and notice (Form NM05) of the change of name should be sent to Companies House with the appropriate fee.
PLEASE CONTACT US IF YOU ANY OTHER QUESTIONS -
