Company and LLP strike-off, dissolution and restoration

If the court makes an order for restoration, it will deliver a copy to the registrar to restore the business, which will happen as soon as the order is received.

The general effect of restoration is that the business is deemed to have continued in existence as if it had not been dissolved or struck off the register. The court may order that the members or directors be put in the same position as they were before the company or LLP was dissolved and struck off. A notice will also be placed in the relevant Gazette.

Will a change of name be necessary?

The registrar will normally restore the business with its former name. However, if that has since been taken by another company or limited liability partnership (LLP), the business will need another name. The court order may state another name by which the business is to be restored, and on restoration, Companies House will issue a change of name certificate as if the name had been changed voluntarily.

Alternatively, the business may be restored with its registered number as its name, and the members then have 14 days in which to pass a resolution to change the name of the company or LLP. Companies must tell Companies House by sending form NM05 with a copy of the resolution and the appropriate fee. LLPs should send in a form LL NM01 and the appropriate fee.

Download form NM05 from the Companies House website (PDF, 695K).

Download form LL NM01 from the Companies House website (PDF, 699K).

Costs or penalties for restoration

Where property has become bona vacantia, the court may direct that the claimant meets the costs of the Crown representative in dealing with the property during the period of dissolution or in connection with the proceedings. The court may also direct that the claimant meets the registrar's costs in connection with the proceedings for the restoration.

The company or LLP will normally have to pay any statutory penalties for late filing of accounts delivered to the registrar outside the period allowed for filing. The penalties that may be due are:

• unpaid penalties outstanding on accounts delivered late before the company or LLP was dissolved
• penalties due for accounts delivered on restoration, if the accounts were overdue at the date the company or LLP was dissolved

Appropriate filing fees must also be paid when filing outstanding documents. If there is a penalty, it will depend on how late the accounts are filed. For more information, see late filing penaties from Companies House.