How to restore a dissolved company

The dissolution of a company is typically a final decision. There are many reasons that the company’s directors may choose, or be required, to do this, but dissolving  the company marks the end of its legal existence. However, there are situations in which it may be beneficial to  restore a dissolved company, or circumstances under which it may be necessary.

There can be many advantages of restoration, but it’s a complicated process – it can become legally and financially complex. How exactly do you restore a dissolved company?

Why might a company be dissolved?

Companies can be dissolved for a vast variety of reasons. It can be due to financial issues, legal problems, or the directors may simply have chosen to close the door on the business to pursue other avenues. Understanding the reasoning behind its closure is an important first step in planning how to restore a dissolved company, as it’s important that any unresolved issues are addressed.

Some common causes of dissolution can include:

• Failure to maintain accurate financial accounts or meet financial obligations, or statutory non-compliance – neglecting to keep statutory books up to date, or not meeting the company’s financial obligations, (such as tax payments) can result in the company’s dissolution. There may also be other penalties, such as fines, and the reputations of those involved in the company may also take a hit.
• Legal action – engaging in any kind of unlawful practices may lead to a company being wound down. Serious legal action, significant fines, or court orders can also force the closure of a business.
• Bankruptcy – financial insolvency, or the inability to repay debts, can push a company into liquidation. Voluntary liquidation may be initiated by the company, or filing for bankruptcy can be led by creditors.

 

 

The benefits of restoring a dissolved company:

If you’re thinking about restoring a dissolved company, the process could offer several key benefits to protect your finances or reputation.

• Restoring the legal existence of the company – reinstating the legal existence of the company might allow you to continue trading and resume any existing contractual agreements, maintaining your business’ continuity and minimising disruptions to your operations.
• Maintaining your brand reputation, and customer relationships – restoration can help to protect the reputation your brand has built over time. You can maintain or rebuild relationships with customers and suppliers. Crucially, it preserves any contractual commitments, helping to avoid any potential legal disputes.
• Continued trade – restoring a dissolved company enables you to regain control over your trade. You can instate good financial management practises and pursue growth opportunities or potential market opportunities.
• Protection of personal assets – company restoration can add a degree of separation to your personal assets from your business’ liabilities, which can help to shield them.

 

How to restore a dissolved company through administrative restoration

A commonly used method of restoring a company that has been dissolved by Companies House is through administrative restoration. When key requirements are met, it can offer a relatively smooth and straightforward process, covering the following steps:

1. Resolving outstanding issues – before the restoration process begins, any outstanding issues that contributed to the initial dissolution should be resolved. This may include filing missing accounts, settling outstanding taxes or debts, and rectifying any compliance issues.
2. Preparing the restoration application – prepare the necessary paperwork, including forms and other documentation, and arrange payment of fees. The application should outline how the company meets eligibility criteria for restoration.
3. Make the application – submit the restoration application, including all forms and supporting documents, to Companies House.
4. Review and approval – Companies House will assess your case and application. If it’s approved, the company’s legal existence will be restored.

 

How to restore a dissolved company via court restoration

Some more complex cases may need to be taken through the route of court restoration. This would be required if a director had voluntarily dissolved the company, or if a creditor was seeking to resolve any debts. Restoring a dissolved company via court restoration covers the following process:

1. Evaluation of eligibility – you should first determine if going through the courts is the best option. Consider factors such as the reason for dissolution, the involvement of stakeholders and/or shareholders, and the complexity of the case.
2. Filing a restoration application – as with administrative restoration, you will need to prepare a restoration application and submit it to the court. This should include all supporting documentation, and be submitted to the appropriate authorities. This is likely to be the county court local to the registered office of your company, or the Companies’ Court.
3. Court proceedings and considerations – the court will evaluate the application based on factors like the interests of creditors, shareholders, and other stakeholders. They may request additional information or documentation in order to resolve the case.
4. Final decision and restoration – the court will make a final decision on whether to grant restoration. If approved, the company’s legal existence will be restored, allowing you to resume operations.

 

Legal and financial considerations:

Restoring a dissolved company involves various legal and financial considerations that must be carefully addressed. These include:

• Settling outstanding debts or liabilities – this is a key aspect and failure to do so may hinder the restoration process or create further legal complications.
• Statutory and compliance requirements – you must ensure that all legal and regulatory requirements are met during the restoration process, such as updating company records and making required filings. You should also consider any statutory requirements that may be specific to your industry.
• Financial assessment and planning – you will need to conduct a financial assessment in order to establish the company’s financial position and determine its financial viability. This may look like creating a financial plan, assessing cash flow, and developing strategies for sustainable future growth.

 

Understanding how to restore a dissolved company is complex and highly technical. The experience and knowledge of professionals can be invaluable throughout a tumultuous process.  Their expertise can provide guidance and support, and may be necessary to successfully navigate legal complexities and mitigate potential risks.

Outsourced company secretarial support from MSP Company Secretarial

Restoring a dissolved company is a significant undertaking, but with the right guidance and support, you can revive your business, protect your assets, and regain the opportunity for future growth and success. Business owners often find themselves juggling unresolved financial and statutory matters while trying to navigate intricate legal proceedings. Seeking professional guidance can help to manage these complexities and ensure that the restoration process is carried out smoothly.

MSP offers outsourced company secretarial support for businesses of all sizes and industries, providing comprehensive guidance throughout the restoration journey, and helping you to address legal, financial, and statutory requirements effectively.

Contact MSP Company Secretarial to learn more about our outsourced company secretarial services and corporate governance support and discuss how we can help you in your company restoration journey.