How Does Court Restoration Work? Process, N208 & Time Limits
Court restoration is the process of returning a dissolved company to the Companies House register through a court order. It is generally used where administrative restoration is unavailable or where another eligible person, such as a creditor or claimant, needs the company restored. The court restoration route is mainly governed by sections 1029 to 1034 of the Companies Act 2006. It can apply to companies removed by compulsory strike-off, voluntary dissolution and certain insolvency procedures.
A former director or shareholder is not the only person who can apply. Creditors, former liquidators, people with legal claims and certain people with contractual or property interests can also have standing to apply. The normal time limit is 6 years from the date of dissolution. Specific statutory exceptions apply, including certain personal injury cases and a limited 28-day period following the refusal of a qualifying administrative restoration application. The procedure also differs between England and Wales, Scotland and Northern Ireland. For companies registered in England and Wales, the court application normally starts with form N208, supporting evidence and a witness statement.
What Is Court Restoration?
Court restoration returns a dissolved company to the Companies House register after the court makes an order for restoration. The process is different from administrative restoration. Administrative restoration is handled directly through Companies House and is only available where specific statutory conditions are satisfied.
Court restoration has a wider application. It can be relevant where a company was voluntarily dissolved, a creditor needs to pursue a claim, company property needs to be dealt with, litigation needs to continue, or the applicant does not qualify for the administrative route.
The court considers the company’s history, the applicant’s interest, and the legal basis for restoration before deciding whether an order should be made. If the court approves the application, restoration takes effect when the required copy of the court order is delivered to the Registrar of Companies.
When Is a Court Order Required to Restore a Company?
A court order is normally required where administrative restoration is unavailable, but the company remains eligible for restoration under the Companies Act 2006. A common example is a company that was voluntarily struck off under section 1003. A company voluntarily removed following an application by its directors cannot use the standard administrative restoration route.
Court restoration can also be needed where a creditor wishes to pursue an unpaid debt, a claimant needs the company restored for legal proceedings, or a person has an interest connected with property previously owned or affected by the dissolved company. A former director does not automatically need the court route. A company removed by the Registrar may qualify for administrative restoration if it meets the statutory conditions.
Who Can Apply for Court Restoration?
Apply for court restoration under Section 1029 of the Companies Act 2006, which identifies the people and bodies eligible to apply. A former director, former member or shareholder, creditor or former liquidator can apply in appropriate circumstances. A person who had a contractual relationship with the company can also qualify. Standing can extend to someone with a potential legal claim against the company or a person with an interest in land or property where the dissolved company had an interest, right or obligation. Managers or trustees of a pension fund established for former employees can also fall within the statutory categories. The court can additionally consider an application from another person who appears to have an interest in the matter. The Secretary of State also has statutory standing to make a restoration application under section 1029.
Can a Former Director Apply for Court Restoration?
A former director can apply to restore a dissolved company through the court. Whether the court route is actually required depends on how the company was removed and whether administrative restoration is available.A former director of a voluntarily dissolved company will normally need the court route because voluntary strike-off does not qualify for standard administrative restoration.
Can a Shareholder Apply for Court Restoration?
A former member or shareholder can apply for court restoration where the statutory conditions are satisfied. The supporting evidence will normally identify the applicant’s relationship with the company and explain why restoration is required. Where share ownership is relevant, the evidence can include details of the company’s share capital and the applicant’s former shareholding.
Can a Creditor Restore a Dissolved Company?
A creditor can apply to restore a dissolved company where the creditor has the required legal interest. This route can be relevant where money remained due when the company was dissolved. Restoring the company does not itself establish that the debt is valid or require immediate payment. It restores the company to legal existence so the creditor can take the appropriate steps to pursue the underlying claim.
Which Dissolved Companies Can Be Restored by the Court?
Court restoration can apply to several categories of struck-off or dissolved companies. Current Companies House guidance includes companies struck off under sections 1000 and 1001 of the Companies Act 2006, companies struck off under section 1002A, and companies voluntarily struck off under section 1003. Section 1002A covers the Registrar’s power to strike off a company registered on a false basis. This provision became fully relevant to the restoration framework from March 2025.
Companies House also identifies companies struck off under regulation 22 of the Registered Office Address (Rectification of Register) Regulations 2024. Certain companies dissolved after winding-up or administration proceedings can also use the court restoration route. Section 1031 sets out the circumstances in which the court can make a restoration order.
For a company struck off under section 1000 or 1001, one statutory ground applies where the company was carrying on business or in operation when it was struck off. For a company struck off under section 1002A, the court can restore it where the court considers that the Registrar did not have reasonable cause, at the time of strike-off, to believe the relevant matter set out in section 1002A. For a company voluntarily struck off under section 1003, the legislation specifically addresses non-compliance with the requirements in sections 1004 to 1009. The court can also order restoration if it considers it just to do so. The exact Companies House history and reason for dissolution should therefore be checked before a court application is prepared.
What Is the Time Limit for Court Restoration?
The normal time limit for court restoration is 6 years from the company’s date of dissolution. The period runs from the actual dissolution date. It does not run from the date Companies House first started strike-off action or published the first Gazette notice. This distinction becomes important where the company is approaching the six-year deadline.
Can a Company Be Restored After Six Years?
A company can be restored after 6 years only where a specific statutory exception applies. Section 1030 allows an application to be made at any time for certain proceedings involving damages for personal injury, subject to the limitation provisions applying to the underlying proceedings.A separate exception applies after certain unsuccessful administrative restoration applications.
Where a company was struck off under section 1000, 1001 or 1002A, an administrative restoration application was made within the permitted period, and the Registrar refused it, a court application can be made within 28 days of the Registrar issuing notice of the refusal. This can apply even where the normal six-year period has expired. The exception does not create a general right to restore every company after six years.
Does the Court Restoration Process Differ Across the UK?
Yes. Court restoration procedures differ between England and Wales, Scotland and Northern Ireland.For a company registered in England or Wales, the application normally uses the Part 8 claim procedure and form N208. A claim can be dealt with through the appropriate court with jurisdiction, including a county court with authority to wind up the company. The Registrar must receive at least 10 days’ notice of a hearing.
For a company registered in Scotland, the application is normally made to the Court of Session. Where the company’s paid-up capital is below £120,000, an application can instead be made to the appropriate Sheriff Court. Companies House guidance states that a witness statement is not required for the Scottish procedure.
For a company registered in Northern Ireland, the procedure uses an originating summons with the required supporting evidence. The relevant documents must be served in accordance with the Northern Ireland restoration procedure. The company’s registered jurisdiction should therefore be checked before the restoration documents are prepared.
What Documents Are Usually Needed for Court Restoration?
A court restoration application normally requires the court claim, evidence showing the applicant’s standing and documents explaining the company’s history and dissolution. For England and Wales, form N208 is normally used to begin the Part 8 claim.
A supporting witness statement generally explains why the claimant has the right to apply under section 1029. It also covers the company’s incorporation, registered office, officers, share structure where relevant, trading history and the circumstances that resulted in strike-off or dissolution.
Supporting evidence can include the certificate of incorporation, constitutional documents and records showing the applicant’s interest in the company. The exact evidence changes according to the purpose of restoration. A former shareholder restoring a company to continue trading will not necessarily require the same evidence as a creditor restoring it to pursue a legal claim.
What Is the Witness Statement for Court Restoration?
The witness statement sets out the facts supporting the court restoration application. Government Legal Department guidance states that the witness statement should explain why the claimant is entitled to apply and identify the relevant subsection of section 1029. It should also provide the company’s key background information and explain how and why the company came to be struck off or dissolved. Supporting records can be attached as exhibits. The witness statement forms an important part of the evidence before the court. It should therefore reflect the actual facts of the company rather than using unsupported standard wording.
How Does the Court Restoration Process Work?
Court restoration normally moves through 7 stages from checking eligibility to delivering the final court order to Companies House.
- Check the company’s position. Confirm the company number, dissolution date, method of dissolution, Companies House history, reason for restoration, and the applicant’s legal interest. This also confirms whether the normal six-year limit creates an issue.
- Prepare the court application. For an England and Wales company, prepare form N208, the witness statement, and supporting evidence. GOV.UK currently lists a £326 court fee for this application. The current HMCTS fee should still be checked before filing because court fees can change.
- File the claim with the appropriate court. The correct court depends on the company’s registered jurisdiction and the applicable court rules.
- Serve the required parties. The Registrar of Companies and the solicitor dealing with relevant bona vacantia assets must receive the required documents. For an England and Wales company, this normally involves the Treasury Solicitor. Different Crown representatives can apply in Lancashire, Cornwall, Scotland and Northern Ireland.
- Obtain the required responses. The court can require confirmation relating to the restoration and any bona vacantia position. Any concerns raised by Companies House or the relevant Crown representative need to be dealt with before the application progresses.
- Obtain the court order. The court considers the evidence and legal basis for restoration. If the application succeeds, the court makes an order restoring the company.
- Deliver the court order to Companies House. For England and Wales and Northern Ireland, the sealed copy of the order must be delivered to the Registrar. The restoration takes effect when the required order is delivered.
The court application is therefore only one part of the overall restoration process. The company does not return to the register merely because the judge has approved the application.
What Happens After the Court Makes a Restoration Order?
The company returns to the register when the required court order is delivered to the Registrar of Companies. Once restored, the company is treated as having continued in existence as if it had not been struck off and dissolved. The court can also make directions designed to place the company and other affected persons in the position they would have been in if the dissolution had not happened. A notice of restoration is published in the relevant Gazette. This legal effect is important where restoration is required to continue the company’s business, pursue litigation, recover property or resolve rights that existed before dissolution.
Do Outstanding Companies House Filings Still Need Attention?
Yes. Court restoration does not remove outstanding Companies House filing obligations. Accounts, confirmation statements, filing fees and applicable penalties can still require attention after restoration. Companies House confirms that late filing penalties can apply where accounts were already overdue before dissolution. However, late filing penalties are not charged for accounts that became due while the company was dissolved. The company’s individual filing history should therefore be reviewed as part of the restoration work.
What Happens to Company Bank Funds After Restoration?
Restoration can allow a company to recover funds or other assets that passed to the Crown when the company was dissolved. Property belonging to a dissolved company can pass to the Crown as bona vacantia. This can include money and other qualifying company assets.
Restoring the company returns it to legal existence, but additional steps can still be required to recover funds or property held following dissolution. Government Legal Department guidance separately provides a process for recovering company funds after restoration. For the asset-recovery stage, see our dedicated guide to recovering bank funds after company restoration.
How Much Does Court Restoration Cost?
Court restoration costs depend on the court application and the individual circumstances of the dissolved company.GOV currently lists a £326 court fee for the England and Wales application discussed above. Other costs can arise depending on the company’s outstanding compliance, Crown costs, professional work and the facts of the case. For a complete breakdown rather than duplicating the cost topic here, see our company restoration costs guide.
How Long Does Court Restoration Take?
Court restoration does not have a single fixed completion time. The timetable depends on the court, service of documents, responses from Companies House and Crown representatives, and whether any issue needs to be resolved before the order is made.For England and Wales hearings, Companies House states that the Registrar must receive at least 10 days’ notice. This notice period is only one part of the process and does not represent the overall restoration time. For the factors affecting the full process, see our company restoration timescales guide.
Getting Help With Court Restoration
The first step in a court restoration case is to identify why the company was dissolved, who is applying and which restoration route applies.The company’s dissolution date, Companies House filing history, applicant’s legal interest, outstanding compliance and any company assets should be reviewed before the restoration process begins.
Tilly & Cooper can review the company’s position and explain the restoration and compliance work required. Court proceedings can involve legal requirements beyond Companies House filings, and independent legal advice or solicitor involvement may be appropriate depending on the case.If you need help with a dissolved UK company, send us the company name and Companies House number for an initial review.
FAQs
A former director needs a court order where the company cannot be restored through the available administrative restoration procedure. The correct route depends on how the company was struck off and whether the statutory conditions for administrative restoration are satisfied. A company voluntarily struck off following an application by its directors normally requires the court route.
Yes. A creditor can apply for court restoration where the creditor has the required standing under section 1029. Restoration can allow the creditor to continue the legal steps required to establish or enforce the underlying claim. The restoration order itself does not prove the debt or guarantee payment.
Yes. A voluntarily dissolved company can potentially be restored through the court.Companies House expressly includes companies struck off under section 1003 of the Companies Act 2006 within the court restoration route.The court considers the statutory basis and circumstances of the application before deciding whether restoration should be ordered. For more detail on this particular route, see our guide to restoring a voluntarily dissolved company.
Form N208 is the Part 8 claim form normally used to start a court restoration claim for a company registered in England or Wales. It is a court form rather than a Companies House administrative restoration form. The claim is normally supported by a witness statement and evidence explaining the legal and factual basis for restoration.
Court restoration after 6 years is limited to specific statutory exceptions. Certain personal injury-related applications can be made outside the standard six-year period. There is also a 28-day exception where a company struck off under section 1000, 1001 or 1002A had a qualifying administrative restoration application made within time, and the Registrar refused that application.
