Frequently Asked Questions

1. What does “struck off” mean?
2. Under what circumstances are companies/LLPs struck off?
3. What is the Gazette and how would the notice have appeared?
4. I understand that all of the Company’s assets will be classed as “bona vacantia”. How do I find out more about bona vacantia and what this means?
5. Who do l contact if I have a query about the Company being struck off the Companies Register?
6. Can the Company be restored?
7. Do I have to restore?
8. How long does the restoration process take?
9. How much does it cost?
10. What happens after my company has been restored?
11. How do I then get my funds back?
12. Will my company have the same name?
13. Why can’t I simply set up a new company with the same name?
14. Does being struck off affect me as my company doesn’t actively trade?
15. What other action can be taken to have funds returned from the relevant authority?
16. Can anyone else seek to restore the Company?

1. What does “struck off” mean?

If a Company is struck off it means the Company has been removed from the Companies Register at Companies House. This means that the Company has ceased to exist, and all of the Company’s assets will become bona vacantia (see Question 4).

2. Under what circumstances are companies/LLPs struck off?

Under Section 1000 of the Companies Act 2006 (652 of the Companies Act 1985) the Registrar of Companies at Companies House may remove the company from the Companies Register if he or she has reasonable grounds to believe that no business is being carried on. Typically this could be due to a failure to submit annual returns or file financial accounts on time.

The Registrar of Companies would have initially written two letters to the Company’s registered office stating that the Company had failed to submit either financial accounts or annual returns in a timely manner.

If a response was not received, an advertisement would have been placed in the relevant Gazette (see Question 3) giving notice that the Company would be struck off in 90 days.

If there is no response to the advert, the Company would have been struck off and a notice placed in the relevant Gazette.

3. What is the Gazette and how would the notice have appeared?

The Gazette is the official newspaper record in the United Kingdom. There are 3 of them:

• the London Gazette, for companies incorporated in England and Wales;
• the Edinburgh Gazette, for companies incorporated in Scotland; and
• the Belfast Gazette, for companies incorporated in Northern Ireland.

When the Registrar of Companies publishes a notice to strike off or restore a company, the notice will appear in the Gazette for the part of the United Kingdom in which the company was formed. These Gazettes are published weekly and can be found at:

http://www.gazettes-online.co.uk/

4. I understand that all of the Company’s assets will be classed as “bona vacantia”. How do I find out more about bona vacantia and what this means?

Bona vacantia is a Latin phrase used by lawyers and literally translates as “ownerless goods” – in this case it is referring to the assets which pass to the Crown on the dissolution of a company.

Further information on bona vacantia and what it means for struck off companies can be found at the government website:

http://www.bonavacantia.gov.uk/output/companies.aspx

5. Who do l contact if I have a query about the Company being struck off the Companies Register?

You should direct any queries to the relevant body and their contact details are:

Companies House:

• Telephone: 0303 1234 500 (national call rate)
• e-mail: enquiries@companies-house.gov.uk 
• In writing: Main Office, Companies House, Crown Way, Cardiff CF14 3UZ)

For the appropriate Crown representative:

If the Company’s registered office is in Northern Ireland: Crown Solicitor

• Telephone: 028 9054 6037
• ln writing: Crown Solicitor for Northern Ireland, PO Box 410, Royal Courts of Justice, Chichester Street, Belfast. BT1 3JY

If the Company’s registered office is in Scotland: Queen’s & Lord Treasurers Remembrancer

• Telephone: 0844 5613805 or 0844 5613804
• In writing: The Queen's and Lord Treasurer's Remembrancer (QLTR Unit), Crown Office, Unit 5, 14a South St Andrew Street, Edinburgh EH2 2AZ
• email: COQLTR@copfs.gsi.gov.uk 

If the Company’s registered office is in Lancashire, Cornwall, Greater Manchester, Merseyside, Stockport, Cheshire Isles of Scilly or Cumbria: The Solicitor to the Duchies of Lancaster and Cornwall:

• In writing: The Solicitor to the Duchies of Lancaster and Cornwall, 66 Lincoln's Inn Fields, London WC2A 3LH
• In all other cases: Treasury Solicitor
• Telephone 0207 210 4700 and press option 1
• e-mail: bvinfo@tsol.gsi.gov.uk or see: http://www.bonavacantia.gov.uk 

6. Can the Company be restored?

If the Company is still trading or operating, it may be possible to restore through a process known as Administrative Restoration. This process can be carried out by a former Director and/or member of the Company at the time it was struck off, as long as the Company has been struck off within the last six years and was carrying on business/in operation when it was struck off. Mazars LLP can manage this process for the former Director/member if required.

If the above criteria cannot be met, it may be possible to restore the Company by an application to Court, and again Mazars LLP can manage this process.

The Companies House website has more information:

http://www.companieshouse.gov.uk/about/gbhtml/gp4.shtml 

7. Do I have to restore?

There is no requirement to have your Company restored. However, if you do not you will be unable to access all assets which were legally owned by the Company at the date of being struck off (see Question 4 for further details).

8. How long does the restoration process take?

This very much depends on the circumstances of the Company. A requirement of Administrative Restoration is that all outstanding financial accounts and annual returns are brought up to date, so it will depend on how many years’ worth of documents need to be prepared.

An application for restoration needs to be made to the Crown representative. This is known as a ‘Bona Vacantia waiver letter’. Depending on where your Company was last registered, an application is made to the appropriate Crown representative.

The time to process is different for each Crown representative and can take up to three weeks to process.

Once the form is returned by the Crown representative, the Company can apply to the Registrar for restoration. The Company needs to provide the waiver letter along with the relevant form, the outstanding financial accounts and annual returns to the relevant Companies House.

The Company should be restored at Companies House approximately 7-10 days after Companies House has received the application (provided all outstanding documents and fees are included with the application). The Registrar of Companies will give notice to the person who has applied for restoration of his decision.

If an application is made to the Court for restoration, this will be driven by the availability of the Court to hear the application. Mazars can help you to seek your own specific legal advice on the Court process.

9. How much does it cost?

For Administrative Restoration, again, this depends on the circumstance of the Company. You may have to pay for the financial accounts and annual returns to be prepared. It is also likely that there will be late filing charges from Companies House.

If you simply need to file your financial accounts and obtain a waiver letter for Administrative Restoration, a typical cost for this would be between £64-£150 for the waiver letter and £100 for the restoration, plus any assistance you require to guide you through the process. 

For Court applications, costs will be an issue that your solicitor will know more about.

10. What happens after my company has been restored?

When it has been restored, the general effect is that the Company is deemed to have continued in existence as if it had not been struck off.

11. How do I then get my funds back?

Once the Company has been restored at Companies House, you can apply to the relevant Crown representative to request the return of any funds (and any other assets they may be holding that belonged to the Company). 

12. Will my company have the same name?

Not necessarily. If, in the time since the Company was struck off, another company has been created with the same name (or a similar name) as the Company then the Company will not be restored with the same name. If this is the case, you can either change the Company’s name upon restoration or the Registrar of Companies could restore the Company using its unique company number, giving you 14 days to change the Company’s name.

13. Why can’t I simply set up a new company with the same name?

You can, but it will legally be a separate company. This is because companies are legally referred to by their unique company number rather than their names; whilst you can change the company name, the company number cannot be changed. Therefore, if you set up a new company with the same name, rather than restoring the original Company, then the assets of the original Company will still remain bona vacantia and the new company will essentially start from scratch.

This will mean that the new company will not have the original Company’s credit rating, which will affect the new company’s ability to borrow funds, nor any licences the original Company held. Any existing insurance or contracts which were negotiated with the original Company will no longer be valid.

14. Does being struck off affect me as my Company doesn’t actively trade?

Yes. If your Company has any assets including shares in other companies, properties or investments these will become bona vacantia and the Company must be restored if you want to reclaim them.

15. What other action can be taken to have funds returned from the relevant authority?

If the Company’s registered office is in England of Wales, there are certain circumstances where the Treasury Solicitor can make a discretionary payment to a former member of a struck off company of up to £3,000 from cash balances received from banks and other financial institutions. If former members wish to apply for a discretionary payment, they will have to meet the Treasury Solicitor‘s requirements which are outlined in its guidelines. If the Company’s registered office is elsewhere, you can find out more information by contacting the relevant Crown representative (contact details can be found at Question 5).

16. Can anyone else seek to restore the Company?

Yes. A creditor of the Company can also seek to restore the Company.

However, only a former Director or member can apply for Administrative Restoration.