Company limited by guarantee restoration

How to restore a dissolved CLG or LBG company

A company limited by guarantee (CLG, also called an LBG company) may be struck off and dissolved after missed Companies House filings, a registered-office problem or another statutory ground. You may discover the problem when your charity, residents’ association, RTM company or other organisation needs to use its bank account, manage property, continue a contract or carry on its work. Restoration returns the same company number to the register if the application succeeds; it does not create a new company.

To make the next step simple, Coddan starts with the company’s actual history: how it was removed, when it was dissolved, why it must be restored, who can act and what remains outstanding. We then explain whether the administrative route appears available, what must accompany an RT01 application and whether court or specialist work is needed instead.

Already dissolved? Start with the free screening below. If the company is still registered and strike-off is only proposed or pending, restoration is not yet the correct service.

Choose the appropriate starting point

Does this restoration service fit your position?

Use the two routes below as a practical first check before choosing a restoration service or filing instrument.

Check how and when the company was dissolved before choosing a form. RT01 applies to eligible administrative restoration. A voluntary strike-off generally requires a court application, which is outside these four packages.

What Coddan can handle

From the dissolved company record to a restoration application

Coddan does not promise a result belonging to Companies House or the court. We check the relevant facts, prepare and coordinate the agreed work, and explain what remains to be done.

Administrative restoration or court restoration?

The distinction is determined before an application is prepared. Administrative restoration is available only where the statutory conditions apply. Current Companies House guidance states that the applicant must have been a former director or member, the company must have been struck off and dissolved by the Registrar within the preceding six years, and—where the company was struck off as apparently defunct—it must have been carrying on business or in operation at the time of strike-off. The current RT01 also addresses companies struck off as registered on a false basis under section 1002A.

Six years is not measured from the date you discovered the problem. It is generally measured from the recorded date of dissolution for administrative-restoration purposes. A different statutory time position may apply to particular court applications, so the route must be checked rather than assumed.

If administrative restoration is unavailable, restoration may still be possible through a court order. The court route requires a separate assessment and is not included in these administrative packages.

Director identity-verification readiness before restoration

Identity verification is not presented as a universal condition of form RT01. It is nevertheless an important connected workstream where returning or continuing directors must use the restored company and complete the filings that follow restoration.

Under current Companies House arrangements, each director must verify their identity and provide their Companies House Personal Code through the company’s next Confirmation Statement. Companies House will not accept the Confirmation Statement until the relevant directors have verified. If the same individual is also a PSC, the director and PSC responsibilities remain separate: the Personal Code must be provided for each role through the applicable route.

What Coddan can do

• identify which returning or continuing directors require verification readiness for the work following restoration;
• explain the director and any separate PSC responsibilities without merging the roles;
• provide Coddan’s separate ACSP identity-verification route where requested and within scope;
• use a Personal Code for the agreed filing only when the individual provides it securely; and
• coordinate identity readiness with the next Confirmation Statement and other relevant post-restoration work.

Where the separate ACSP service is instructed, Credas sends the individual a secure verification link and carries out the document and liveness checks. Coddan reviews the resulting file, makes its own verification decision and, where satisfied, submits the result through its Companies House ACSP account. Companies House issues the individual’s Personal Code; Coddan cannot guarantee a successful check or the issue of a code.

Recovering missing CLG registers and company records

A public Companies House record is not the same thing as the company’s internal statutory registers. Where the CLG’s books are missing, incomplete or inconsistent, Coddan can reconstruct and reconcile the available corporate history from reliable company evidence and the public record before the restoration application progresses.

Missing facts are not manufactured. We identify gaps and inconsistencies and ask the company’s authorised people for evidence. A disputed or unsupported change may require legal advice.

Registered office and director service-address support

A dissolved company may have lost access to its former registered office, missed official correspondence or been struck off after its address was moved to the Companies House default address. Coddan can provide an appropriate registered office and, where requested or required, a director service address as part of the agreed restoration and continuing-administration scope.

Default-address and regulation 22 cases: the current RT01 requires form AD01 where applicable. If the registered office was the Companies House default address when the company was struck off, the notice must be accompanied by evidence that the proposed new registered office is an appropriate address. Coddan can coordinate the address provision and supporting corporate work accepted within scope.

Before ordering an address service, check its jurisdiction, service period, renewal terms, mail handling and separate fee. Neither a new registered office nor a director service address is represented as compulsory in every restoration.

Restoring an RTM, charitable, CIC or property CLG

The underlying restoration route is determined by statute, but the practical recovery work depends on what the organisation was managing and which additional rules apply. Coddan does not turn every CLG into the same restoration file.

Property title, leasehold disputes, service-charge accounting, charity regulation and CIC asset-lock questions can require appropriately qualified specialists. Coddan can continue the corporate work within scope while identifying the point at which another professional must take responsibility.

Can you restore a CLG struck off for missed accounts or confirmation statements?

A CLG may be removed from the register after its Companies House obligations have not been maintained. If the company has already been dissolved, submitting one missing document will not by itself restore it. The filing history, restoration route and complete outstanding package must be considered together.

RT01 and the outstanding filing package

Form RT01 is the Companies House application for administrative restoration. The form alone is insufficient. Companies House requires the relevant outstanding documents and payments, together with a bona vacantia waiver or address evidence where the circumstances require them.

What may need to be assembled

1. Route and applicant: establish the statutory basis and the former director’s or member’s capacity to apply.
2. RT01: prepare the application and statement of compliance from confirmed information.
3. Accounts: identify and coordinate outstanding accounts and any applicable late-filing penalties.
4. Confirmation Statements: prepare outstanding statements and the applicable filing fees.
5. CIC reports: for a CIC limited by guarantee, identify any CIC34 reporting that must accompany its accounts.
6. Registered office and email: prepare AD01 and/or EM01 where applicable and the required address evidence in a default-address case.
7. Bona vacantia: obtain the applicable Crown representative’s written consent or waiver where required.
8. Amounts: identify the administrative-restoration fee and other filing fees, penalties, fines or financial penalties applicable to the company or relevant persons.

Late-filing nuance: the current RT01 explains that the company is not liable to a section 453 penalty where the period allowed for filing the relevant accounts and reports ended after dissolution and before restoration. Penalties outstanding at the date of dissolution remain part of the restoration review.

Coddan will identify the known filing position and the work accepted within the package. Preparation of statutory accounts, tax advice and specialist CIC, charity or property work is included only where expressly agreed.

What happens to a dissolved CLG’s bank account, land and other assets?

When a company is dissolved, property and rights held immediately before dissolution may vest in the Crown as bona vacantia. A CLG restoration review must therefore look beyond its Companies House filings.

CLG assets must not be treated as shareholder distributions. Appropriate treatment can depend on the articles, objects, membership arrangements, charitable status, CIC asset lock, funding conditions, property arrangements and actual circumstances.

Coddan can identify the disclosed asset issue, coordinate the corporate restoration work and assist with the administrative waiver process within scope. Ownership, conveyancing, litigation, charity, tax and insolvency questions may require another professional.

Free first step

Free Initial Restoration Screening

Tell us the company number and what you know about its dissolution. The free screening gives you a straightforward starting point when you are unsure whether RT01 is available, what has to be filed or which package may fit. It is an initial view based on the information you provide, not a full investigation.

Please provide

• the registered company name and number;
• the approximate dissolution date and known circumstances;
• the former directors and members involved;
• available Companies House or Bona Vacantia correspondence;
• known outstanding accounts, Confirmation Statements or CIC reports;
• information about the former registered office; and
• details of money, property, contracts or other rights affected by dissolution.

Screening is not the restoration application. It does not prepare RT01, complete outstanding filings or guarantee that administrative restoration is available.

Request the Free Initial Restoration Screening or telephone +44 (0)20 7935 5171.

Pre-Restoration Assessment — £155 plus VAT

A deeper assessment is appropriate where the company’s history, applicant position, filing record, directors, members, addresses, assets or restoration route cannot be established adequately through initial screening.

Assessment output

• review of the supplied company history and Companies House record;
• an indication of whether administrative restoration appears available or court advice may be required;
• identification of apparent outstanding filings and corporate-record gaps;
• director identity-verification and address-readiness observations where relevant;
• identification of disclosed bona vacantia, property, CIC, charity or specialist boundaries; and
• a defined next step and appropriate Coddan service scope where available.

The assessment fee is credited against Packages 2–4 if you proceed, subject to the applicable package terms. Companies House fees, filing fees, penalties, waiver costs and external professional fees are not part of the £155 assessment unless expressly stated.

Request the £155 Pre-Restoration Assessment

Four administrative restoration packages

CLG restoration support packages

Choose a package after checking how the CLG was dissolved and what is outstanding. These four options cover administrative restoration of an eligible company limited by guarantee; court proceedings are separate. The scope and price of any additional work should be agreed before it begins.

What happens after you order?

1. Scope confirmation: Coddan checks the supplied facts and confirms the service that has been ordered.
2. Route check: we verify that the known circumstances support administrative restoration or identify why another route is required.
3. Readiness review: we identify director identity-verification, PSC, address, historical register, filing and disclosed asset matters relevant to the agreed work.
4. Document preparation: the accepted RT01 and corporate or filing documents are prepared from confirmed information.
5. Applicant approval and evidence: the eligible applicant authenticates the required statement and supplies any missing evidence, amounts or third-party documents.
6. Submission and correspondence: the restoration package is sent through the appropriate Companies House route and Coddan handles relevant correspondence within scope.
7. Registrar’s decision: Companies House determines whether the company is restored. Coddan cannot direct or guarantee that decision.
8. Post-restoration implementation: the agreed statutory records, filings, governance, addresses and continuing obligations are brought into working order.

Your part: provide accurate information, disclose known assets and obligations, supply requested evidence, approve documents and obtain specialist advice where the matter falls outside Coddan’s service scope.

Restoration is not the end of the corporate recovery

If Companies House restores the company, the legal effect generally treats it as having continued in existence as if it had not been dissolved. Restoration is therefore not a “new company” or a permanent guarantee of good standing. It revives a company whose corporate, filing, asset and governance obligations may still require work.

What to check after restoration

• Companies House record: confirm restoration and identify the filings still outstanding.
• Director identity verification: ensure each director is ready to provide their Personal Code with the next Confirmation Statement.
• Separate PSC compliance: address the PSC route and timing independently where applicable.
• Statutory registers: formally maintain, adopt or correct the reconstructed internal company records after restoration.
• Accounts and Confirmation Statements: deliver the remaining documents and fees within the applicable requirements.
• CIC-LBG compliance: complete applicable CIC34 reports and related CIC obligations.
• Registered office and service addresses: maintain the agreed address services and mail-handling continuity.
• Governance: regularise directors, members, guarantors, resolutions and operating authority.
• Tax and employment: re-establish the company’s HMRC, Corporation Tax, VAT, PAYE and employment position where applicable with the appropriate advisers.
• Banking, assets and contracts: contact the relevant institutions and address property, funds, insurance, contracts and rights affected during dissolution.
• Future compliance: establish responsibility for accounts, Confirmation Statements, company records, official mail and event-driven filings.

The precise work depends on the company. Coddan performs the agreed company-secretarial and corporate-administration tasks; accountants, lawyers, insolvency practitioners, charity advisers and property specialists retain their respective jobs.

When a solicitor, accountant or other specialist is needed

Coddan can organise the corporate information and carry out agreed company-secretarial work. A solicitor, accountant, insolvency practitioner, property or charity specialist remains responsible for advice and decisions within their field.