Restoring a limited company to the Company Registry in Northern Ireland.

It is not uncommon for directors to allow their company to be struck off the Company Registry and ultimately dissolved only to then later realise that the company is still actually required for some specific purpose such as accessing funds that continue to be held in a company bank account or to transfer land or other assets that are still registered in the company’s name.

This oversight can occur for a variety of reasons such as assets being simply forgotten about or the directors failing to appreciate the distinction between the separate legal entities of themselves and the company and that any previous power that they had to deal with a company assets in their capacity as company directors ends with the demise of the company.

In such circumstances it may be necessary for the directors to make an application to the High Court in Belfast seeking a Court Order to allow the company to be effectively reinstated on the Company Registry which by extension also reinstates the powers of the company’s former directors to once again deal with the company assets as they normally would have done prior to the striking off.

In some limited circumstances it may be possible for this restoration exercise to be completed administratively, however if the company was struck off voluntarily by the company directors because for example they believed that the company was no longer required, then the company can only be restored via the court application route as set out in Section 1029 of The Companies Act 2006.

Once a company has been struck off it will shortly thereafter be recorded on the Registry records as being formally dissolved. The effect of dissolution is that the company ceases to exist as a legal entity and importantly any remaining assets that the company still owned at that point will become automatically vested in the Crown under bona vacantia. This vesting is normally the primary motivation for former company directors wanting to restore a previously dissolved company otherwise the entitlement to, and any proceeds to be later derived from, those assets would continue to rest with the Crown.

A court restoration application will require the prior engagement with both the Crown Solicitors of Northern Ireland and Companies Registry in order to address any concerns that they may have prior to the matter being heard by the Court.

Directors should note that a court restoration application is time sensitive and an application to the Court for restoration of a dissolved company cannot be made after the end of 6 years from the date of the original dissolution of the company.

Should the Court grant the restoration order then equally there are time limits regarding the communication of that Court Order by the company to Companies House.

Should you require any assistance or advice on making an application to restore a limited company to the Company Registry then please contact Jason Byrne in our Insolvency & Restructuring Team.