Most companies are struck off the register by the Registrar of Companies for failing to file annual
returns or accounts.
When a company is struck off or dissolved, its assets and property become “bona vacantia”, its
bank accounts will be frozen and all assets and property are forfeit to the Crown or to the Duchies
of Lancaster or Cornwall.
Often clients are not aware that their company has been struck off until they are advised by their
bankers that the bank account has been frozen.
Once a company has been struck off the only way that it can continue to deal with its affairs and
assets is to apply for a Court Order to restore it, such an order also requires the consent of the
Treasury Solicitor and the Registrar of Companies.
Once a Court Order and the necessary consents obtained, the company must also file any
outstanding annual returns or accounts before it can be restored.
The company must be restored in order to give good title to any property it has, to pursue legal
claims, operate bank accounts, collect debts, pursue VAT or tax reclaims, administer pension
assets or insurance policies or carry on business in any other way.
When a company is struck off or dissolved, the name is “released” and any other party can then
incorporate a company with the same name. A new company incorporated with the same name is
a completely separate legal entity and will have different incorporation number.
If you no longer require your company and providing it is dormant and has no liabilities the
company can be dissolved. If it is not dissolved and remains dormant the company must still fulfil
its statutory obligations and file annual returns and dormant accounts annually.
We can act for clients in the both the restoration and dissolution of companies, please contact our
offices for further information.