Company Limited by Guarantee restoration support through Coddan

Has your company limited by guarantee been dissolved, but you still need it to hold property, recover funds or continue the organisation’s work? Coddan can help you understand whether administrative restoration is available and prepare the agreed company documents and filing work. Start with the company number and what you know about its removal from the register.

A company limited by guarantee, also called a CLG or LBG company, has members rather than shareholders with shares. It is a legal organisation in its own right. If it has been dissolved, registering another company with a similar name does not recover that original legal identity, its property or its contracts.

We offer a free initial restoration screening based on the information you supply. Where the history is unclear or more investigation is needed, a separately charged assessment can consider the company’s circumstances before you choose the restoration service. Screening is a starting point, not a complete investigation or an application.

A straightforward eligible company may need a simple, affordable service. Others need defined additional work. Our existing CLG restoration guide and service choices explains the published options. Court proceedings and specialist legal, property or insolvency work are separate.

Why instruct Coddan for the company-service work?

Coddan has provided formation and business-support services since 2005. We work with company documents, public filings, membership arrangements and continuing administration. For restoration, that experience is useful when the company’s recorded history and the organisation’s own evidence need to be brought together.

Our job is not to sell a new formation when you need the original company back. We review the supplied dissolution information, explain the apparent administrative route or the need for court advice, and agree the preparation we can undertake. If a missing record or inconsistent instruction matters, we ask rather than fill the gap with an assumption.

Coddan CPM Limited is an HMRC-supervised trust or company service provider (TCSP) for anti-money-laundering purposes. Relevant customer checks help establish who is instructing us, their authority, the organisation involved and the purpose of the work. Someone holding an old company certificate is not automatically entitled to instruct every action.

We are also a Companies House-registered Authorised Corporate Service Provider (ACSP). That status supports our separately instructed Companies House identity-verification responsibilities. It does not decide restoration eligibility, authorise court representation or confer power to override a regulator or creditor.

These roles are specific responsibilities, not government endorsements. The Registrar of Companies decides an administrative application; a court decides a court application. Coddan undertakes the accepted preparation, filing coordination and correspondence, with the documents and services identified before the work begins.

You can keep your existing accountant or solicitor. Where coordination is agreed, we can provide the relevant company information and work alongside them without taking over advice outside our role. Restoring a company with creditor pressure, disputed control or difficult property issues may require that professional involvement from the outset.

Our formation-agent entrance page explains how formation experience, reviewed documents and continuing company support fit together. Here, the instruction concerns the dissolved company and its return to the register—not a fresh incorporation order.

Give us the history and the reason you need the company back

The company number is the safest starting point. Names can change or be reused; the number identifies the original organisation. Tell us its registration jurisdiction, recorded dissolution date, known reason for removal and the relationship of the proposed applicant to the company.

Explain what restoration is intended to achieve. Is a bank balance inaccessible, does the company own communal land, or are you trying to resume a club or association? Recovering an asset and restarting activities may involve different follow-up work even where the same restoration application is appropriate.

Supply available Companies House letters, Gazette notices, application documents, court papers and Crown correspondence. If the directors previously submitted DS01, say so. If a liquidator or administrator was involved, give their details and the relevant documents rather than describe every dissolution as “struck off for missed filings”.

We also need the known directors and members at the relevant time, the articles, membership evidence and records of decisions. Identify outstanding accounts, confirmation statements, filing fees and penalties. Tell us about assets, debts, disputed claims, contracts, charitable status and any continuing property-management responsibilities.

For an overseas applicant or corporate member, establish who can give instructions and provide evidence. We can work with UK and overseas customers, but the company’s jurisdiction and statutory applicant conditions do not change because someone is abroad. Supply contact details that will remain usable during the application.

Free initial screening gives an initial view from disclosed facts. A deeper assessment may be needed where the date, removal ground, applicant’s position or filing history cannot be established adequately. We explain the proposed additional work and charge before proceeding; screening does not include preparing RT01 or completing missing returns.

If dissolution has only been proposed and the company remains registered, tell us immediately. Appropriate work may be to respond to Companies House and address missing filings, not restore an already dissolved entity. See our dissolution problem-solving service for interrupted or unresolved strike-off matters.

Administrative restoration: check the statutory conditions first

Administrative restoration is an application to Companies House, not the court. A qualifying applicant must have been a director or member when the company was struck off or dissolved. For a CLG, that means membership evidence may be relevant; the absence of shares does not exclude a qualifying member.

The application must be made within six years of dissolution. That period is not measured from when you discovered the problem. Give us the recorded date early, particularly if a deadline may be close. An initial enquiry or Coddan order is not itself an application lodged with the registrar.

The route applies to specified registrar strike-offs. Where removal was under sections 1000 or 1001 of the Companies Act 2006, the company must have been carrying on business or in operation when struck off. For a non-profit organisation, evidence of operation may concern its activities and administration rather than commercial sales alone.

Current rules also address section 1002A cases, involving registration on a false basis, where the registrar did not have the prescribed reasonable cause for that belief. Supporting evidence is required. A default-registered-office strike-off under regulation 22 has its own address requirements. These cases should be reviewed on their actual grounds, not forced into a missed-accounts explanation.

Administrative restoration is not available where the directors applied for voluntary strike-off. Dissolution following formal liquidation or administration is also not an ordinary RT01 case. A court route and appropriate legal or insolvency involvement may need consideration.

Coddan checks the apparent eligibility from the supplied evidence within the selected review. The statutory conditions and applicant’s confirmation must genuinely be met; buying a package does not make them true. See Companies House’s detailed restoration guidance for the current distinctions.

If Companies House refuses administrative restoration, official guidance allows a court application within 28 days of the refusal even where the usual restoration period has expired. Obtain prompt legal advice about that provision rather than assume a second RT01 resets the time limit. Coddan’s review and filing assistance does not replace advice on a contested refusal.

When restoration needs a court order

A court application may be appropriate where administrative restoration is unavailable, including a company voluntarily struck off by its directors or dissolved following formal insolvency proceedings. It is a different procedure with its own eligible applicants, evidence, documents and costs.

Court applicants can include former directors, members, creditors and liquidators, people with a contractual relationship or potential claim, and others with a qualifying interest. The court considers the applicant’s position and the statutory basis. A former member is not automatically entitled to succeed simply because their name appeared in the membership register.

The usual court-restoration period is six years from dissolution. An application for the purpose of a personal-injury claim is not subject to that limit. Other particular provisions, including a recent administrative refusal, may matter. Have a solicitor check the actual dates, purpose and route before relying on an exception.

England and Wales, Scotland and Northern Ireland have different court arrangements. England and Wales uses the relevant Part 8 claim procedure; Scotland uses a petition procedure; Northern Ireland has its originating-summons and supporting-evidence arrangements. The appropriate court, service requirements and documents should be confirmed by a solicitor familiar with that jurisdiction.

The official court-restoration guidance explains the evidence and procedural distinctions. The court’s order must then be delivered in the required form to Companies House for restoration to take effect. A favourable hearing alone should not be mistaken for a completed company-register update.

Coddan’s existing administrative-restoration packages do not include court proceedings or representation. We can prepare relevant company records and coordinate an agreed handover of corporate evidence. That is different from conducting litigation, drafting legal arguments or promising to obtain a court order.

Court fees, legal costs, the registrar’s costs and any Crown or asset-related costs are separate from an RT01 service. We do not present the £341 administrative application fee as the cost of a court restoration. Ask the instructed legal professional for the appropriate procedure and cost estimate.

If insolvency, disputed ownership or competing claims are involved, obtain the appropriate specialist advice. Restoration does not make the company solvent or dispose of a creditor’s rights. Coddan can continue the accepted corporate preparation without claiming to perform another professional’s job.

Restore the original organisation, not a replacement with the same name

Restoration returns the original company to the register with its company number. The general statutory effect is that it is treated as having continued in existence as if it had not been dissolved, subject to the relevant provisions and any court directions.

A newly incorporated company is different. Even if its name resembles the dissolved company’s name and the same people are involved, it does not automatically acquire the original company’s bank balance, property, contracts, debts or membership history. A fresh formation may therefore leave the actual problem unresolved.

The original name may no longer be available when restoration occurs. An alternative name may be needed. If the company is restored using its number as its name, the current rules require the name to be changed within 14 days. A name issue does not mean the organisation has become a newly formed company.

For a CLG, review the actual members, directors, guarantee terms and governing rules. The constitution may give different voting, appointment or membership rights to different people. Do not substitute shareholder language or assume a membership certificate gives the same rights as a share certificate.

Coddan can review and reconcile the membership and corporate history where instructed. Before restoration, this is preparation from reliable evidence, not a dissolved company holding ordinary new meetings and adopting fresh records. After restoration, the authorised people can attend to the company’s decisions and records under its articles and the applicable law.

Restoration does not automatically require every member to pay their guarantee. The guarantee concerns liability in the relevant winding-up circumstances and is separate from any personal guarantee to a bank, landlord or supplier. Questions about a disputed guarantee or liability need appropriate advice.

Returning the company to the register also does not guarantee immediate bank access, restored insurance or acceptance by every counterparty. Some institutions need evidence, updated authority or further documents. We can provide the agreed company materials; the bank, regulator or contractual party decides its own requirements.

Prepare RT01 with the outstanding company documents and payments

RT01 is the application for administrative restoration. It contains the applicant’s statement that the relevant conditions have been met. The form must identify the company correctly and be authenticated by the eligible former director or member. Coddan prepares the agreed application from confirmed information; the applicant supplies and confirms the facts.

Companies House requires the documents needed to bring the record up to date, not merely the newest missing return. The application may involve outstanding accounts, confirmation statements or older annual returns, associated filing fees, relevant penalties and supporting address or Crown documents.

Within the ordered service, Coddan can review the identified filing position, prepare the included confirmation-statement work and coordinate outstanding accounts. Coordination does not automatically include preparing statutory accounts or tax returns. The precise accounting task and charge must be agreed with the provider undertaking it.

For a community interest company limited by guarantee, applicable CIC reports also need consideration. CIC-LBG status does not remove the ordinary restoration conditions or its separate community-interest reporting and asset restrictions.

The current Companies House administrative-restoration fee is £341. Applicable late-filing penalties and other outstanding fines or financial penalties must also be addressed. The period of dissolution is normally disregarded when calculating lateness; accounts that became due during dissolution do not attract a late-filing penalty merely on that basis. Penalties already outstanding need review.

AD01 and supporting evidence may be required where a registered-office change is necessary, particularly in a default-address case. EM01 may be needed for the registered email. A written Crown consent or waiver is included where required. See the current RT01 form and application guidance.

The published service states how its Companies House fee is included. Outstanding filing fees, penalties, waiver costs, address renewals and specialist work are separate unless expressly covered. Do not assume every document mentioned here is included in the core package, or pay the statutory application fee twice because the service already includes it.

A complete application still needs the registrar’s acceptance. We can coordinate the accepted papers and correspondence; we cannot waive statutory conditions, fines or penalties ourselves.

Restoration, Crown consent and recovering an asset are different tasks

On dissolution, company-owned property and rights generally pass to the Crown as bona vacantia, meaning ownerless property. That can include a bank balance, money owed to the company, land, a lease or intellectual property. Assets the company held on trust for others require separate consideration.

If property vested in the Crown, the administrative application requires the relevant Crown representative’s written consent to restoration. This is commonly called a waiver letter. It is consent to the company’s restoration, not a guarantee from Companies House or confirmation that every asset-recovery question is settled.

Coddan can help with administrative waiver coordination where the selected service includes it. Supply the asset details and correspondence, and disclose any disposal or disclaimer notice. The applicant remains responsible for obtaining required consent and meeting the relevant costs; our agreed assistance does not remove that responsibility.

The Government Legal Department’s current administrative waiver application cost is £64 in the cases it handles. Scotland’s KLTR publishes a £100 consent application fee. Those are authority charges, not Coddan’s fees; additional costs may arise if the authority has dealt with company property. Different jurisdictions and representatives use their own arrangements.

Restoration generally brings remaining company property back into the company’s ownership under the applicable rules, but it is not a promise that an asset remains available. If the Crown sold an asset, recovering that same property may not be possible. A disclaimer—where the Crown gives up its interest—can have significant legal consequences requiring specialist advice.

Contact the bank with the required restoration evidence rather than assume an account immediately becomes usable. Land, leases, service-charge funds, insurance and contracts may require a solicitor, accountant or property specialist. Our service does not automatically include conveyancing, litigation, title correction or negotiating with institutions.

Read the official dissolved-company assets guidance. If the objective is to recover a particular asset and then close the company, say so before ordering. The asset work and any later voluntary dissolution support are separate instructions, with their own requirements.

Use the correct jurisdiction, Crown representative and address arrangements

The company’s registration jurisdiction matters even if its former directors now live elsewhere. Confirm whether the CLG was registered in England and Wales, Scotland or Northern Ireland. The applicant’s residence does not turn a Scottish company into an English one or make Northern Ireland the Republic of Ireland.

The authority dealing with ownerless assets depends on the last registered office and the location and type of property. England and Wales generally uses the Government Legal Department, with separate Duchy arrangements for Lancaster and Cornwall. Scotland uses the King’s and Lord Treasurer’s Remembrancer (KLTR); Northern Ireland uses the Crown Solicitor’s Office. Cross-jurisdiction property should be checked individually.

Do not send a standard English waiver form to every authority. See the Government Legal Department’s waiver guidance, KLTR administrative-restoration guidance and the Northern Ireland Crown Solicitor’s Office. A consent letter does not itself restore the company.

Consider whether the former registered office remains available and appropriate. The restored company needs an office in its own company-registration jurisdiction. You may use your own suitable address with permission; buying a Coddan address is not a universal restoration condition.

Coddan can discuss its London, Manchester and Birmingham options for England and Wales, Edinburgh for Scotland, and Belfast for Northern Ireland. Exact address provision, correspondence handling, service period, charges and renewal arrangements must be agreed. A director’s service address is a different correspondence address, not a substitute for the company’s registered office.

A single alternative inspection location, or SAIL, has a separate records function and must satisfy the applicable jurisdiction requirements. London or Aldershot SAIL provision must not be used as a Scottish or Northern Irish company’s local records location.

If a separately agreed address service supplies scanned-post portal access, it helps you receive the correspondence covered by that service. It does not mean our formation software files a restoration application or that letters are reviewed overnight. Ask about the relevant facilities, and see our CLG address guide.

A charitable CLG has a separate charity and tax position to check

A charitable company’s return to Companies House does not automatically resolve its charity-register entry, trustee information, outstanding charity reports or HMRC recognition. Establish what happened to each record during dissolution and what the organisation intends to do next.

The articles, charitable purposes and restrictions on income and assets still matter. Money held for restricted purposes, permanent endowment, charitable land and grant conditions cannot simply be treated as funds available to the members after restoration. Asset recovery, transfer permissions and trustee decisions may need specialist charity-law advice.

England and Wales

Check the Charity Commission entry and any closure or removal correspondence. Explain the company restoration and proposed continuing activities to the Commission, and establish what action is required on the charity record and reporting position. Its closure guidance distinguishes company dissolution from charity-register removal; restoration should not be treated as an automatic reversal of every separate step.

Scotland

Check the Scottish Charity Register and contact OSCR about the restored company and any previous removal. Scottish requirements apply separately from Companies House. OSCR’s former-charities guidance explains that charitable restrictions and asset-monitoring responsibilities can continue after removal from the charity register.

Northern Ireland

Review the Charity Commission for Northern Ireland’s entry, closure correspondence and annual reporting position. Its register guidance explains maintaining accurate charity information. Confirm the steps relevant to the restored company with that regulator rather than import an English or Scottish process.

HMRC recognition for charitable tax purposes is another matter. Check the charity’s HMRC record, outstanding notices and tax obligations with its accountant or appropriate adviser. The official charity tax guidance explains that charitable tax treatment has its own conditions; company restoration is not a blanket grant of relief.

Coddan can undertake the agreed company restoration and corporate-record work. Regulator-facing assistance must be confirmed specifically before inclusion, particularly across jurisdictions. Our restoration instruction does not automatically include charity re-registration, legal advice, fundraising support or specialist tax work.

Human review, applicable checks and submission support

Once the service is agreed, Coddan prepares the included documents and checks the supplied application information. We ask about missing evidence or inconsistencies before coordinating the submission. The applicant confirms the statements; an adviser cannot simply confirm unsupported history on their behalf.

Our customer checks are separate from Companies House identity verification. We need to understand the instructing customer and authority even where an individual already has a valid Personal Code. Conversely, not every restoration instruction requires fresh verification of everyone who once belonged to the company.

RT01 does not impose a universal requirement to obtain a new Personal Code as a condition of that form. Relevant directors and people with significant control (PSCs) nevertheless have separate verification and code-submission duties affecting current filings and the restored company. We consider the roles, applicable dates and statements involved rather than assume a restoration order completes those duties.

Where you separately instruct Coddan’s ACSP verification service, the individual completes the requested Credas document and liveness checks. Coddan reviews the resulting evidence and any additional information required. When satisfied, we manually submit the verification confirmation through our Companies House ACSP account; Companies House issues the Personal Code. Credas does not automatically submit that confirmation for us.

Provide an existing valid code securely where needed for agreed work. A Personal Code belongs to the individual and differs from the company authentication code. Director and PSC submissions are separate even where one person holds both roles. See the official verification timing guidance.

We coordinate the appropriate Companies House submission and relevant application correspondence under the accepted order. Our administrative-restoration service includes application monitoring as stated in the selected published package. That does not mean unrestricted continuing monitoring of every company obligation.

Online ordering is not an automatic restoration decision. Our formation portal serves company formation; your restoration instruction follows the applicable Companies House procedure. Staff review takes place during service hours, and registrar processing, Crown responses and court proceedings have their own timescales. No acceptance or completion date is guaranteed.

Put the restored company into working order

If administrative restoration succeeds, it takes effect from the date the registrar notifies the applicant of the decision. Keep that notice and check the public company record. For court restoration, retain the order and evidence of its required delivery and registration. These establish the company’s restored status, not automatic completion of every other obligation.

Start with the people entitled to act. Confirm the directors, membership and governing rules from reliable evidence. Review the member register, minutes and relevant authority, and prepare any agreed corrective records and filings. Do not invent a resignation, membership change or historical decision because an old file is incomplete.

The CLG must maintain its member register and relevant decision and accounting records. Historical director, secretary and control information also remains useful evidence, but it should not be confused with a requirement to keep every former category of local statutory register under current rules. The corresponding Companies House information still needs to be accurate.

Check the registered office and registered email, and establish who reads official correspondence. Identify actual voting rights, appointment rights and other control arrangements for PSC reporting; a CLG can have a PSC despite having no shares. Address applicable changes and identity requirements through their proper filings.

Reconcile the accounting and tax history with your accountant. Companies House restoration does not itself reactivate every HMRC arrangement or settle notices, liabilities and returns. Discuss whether the organisation resumes activities, remains dormant or exists temporarily to complete an asset task.

Coddan’s post-restoration work depends on the selected service. Additional records, address provision, accountancy and later filings must not be assumed merely because the application succeeded. The published fuller restoration service has defined follow-up support; it is not unlimited future maintenance.

For separately agreed ongoing help, visit the CLG secretarial-services hub and its confirmation-statement service. The aim is a company with usable records and clear responsibilities, not simply a public status that says “active”.

Agree the work and start with Coddan

Ask for a written service agreement if your organisation, committee or adviser needs one. It identifies the instructing party, accepted work, responsibilities and deliverables, referring to the order for the agreed charges and inclusions. Establish who is contracting while the company is dissolved rather than assume it can give ordinary new instructions as an operating company.

The existing restoration choices cover different levels of administrative preparation and support. Core RT01 work does not automatically include missing accounts, historical-record recovery, a registered-office subscription or specialist asset work. A larger package should follow the work needed, not become a compulsory purchase for every CLG.

Where a separately charged assessment is appropriate, its current published terms explain any credit against eligible subsequent services. Additional government fees, penalties, Crown costs, legal or accounting work and address renewals should be identified clearly. We do not invent a single all-inclusive total for a company whose outstanding affairs are not yet known.

Retain the agreed assessment or review findings, prepared application, supporting evidence, correspondence and restoration decision. Where company records or follow-up actions are included, retain those too. An application acknowledgement or Crown consent alone is not proof that Companies House restored the company.

Record what remains with the applicant, accountant, solicitor or regulator. Coddan supplies the company documents and records covered by your order; work performed by another adviser should be recorded separately. A written agreement and a clear final record help you understand what has been undertaken and what needs attention next.

If the company needs only a particular asset recovered, agree the follow-up purpose and any eventual closure separately. If it resumes the organisation’s activities, discuss continuing administration. Restoration support is not a permanent guarantee of good standing, future compliance or tax treatment.

Explain a change of instructions promptly, including new creditor claims, disputed authority or information contradicting the application. Further work and charges must be agreed before extending the instruction. Court proceedings, insolvency advice, disputes and substantive property or charity-law work remain outside the ordinary administrative service.

Start with the company number and speak with us

You do not need to reconstruct every missing document before contacting us. Give us the company number, the recorded or approximate dissolution date, what you know about the removal and why the original company is needed. Explain who wishes to apply and any known assets, debts, notices or deadlines.

UK and overseas customers can approach Coddan about a company registered in England and Wales, Scotland or Northern Ireland. Tell us about its jurisdiction and the practical arrangements for evidence and communications. We can explain the accepted company-service work without assuming that every jurisdiction-specific legal or regulator task is included.