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Coddan CPM Ltd. – Company Registration Agent in the UK
Home Corporate Services Guidance to Company Dissolution and Restoration Stop the Winding Up Petition: Restore a Firm to the Companies House' Register

Stop the Winding Up Petition: Restore a Firm to the Companies House' Register

Stop the winding up petition - company restoration back to the Companies House' register

The Registrar strike a private company and/or a limited liability partnership off the register on his own initiative, if it is neither carrying on business nor in operation. The registrar may take this view if, for example:

  • He has not received documents from a limited company that should have sent them to him; or
  • Mail that the registrar has sent to a company's registered office address is returned undelivered *; or
  • The company has no directors **.

*/** Please bearer in mind, that we are providing a registered office address and the nominee services (nominee directors & nominee shareholders) for 12 month only, and if the customer is late with his annual payment to Coddan, we will notify the Companies House and HMRC that the registered office address does not belong to a company any more; we will be resigning our nominee officers from the position of a nominee director and/or nominee shareholder.

After this, it's likely that, Companies House will strike a company or an LLP off the register. To avoid the situation when your business can be administratively dissolved, please be more responsible with your corporate affairs.

Before striking a company off the register, the registrar is required to write two formal letters and send notice to the company's registered office to inquire whether it is still carrying on business or in operation.

Please take upon your consideration of the following facts, if you have applied for a company or LLP formation and for the provision of registered office address from with Coddan and your company is registered on the first of August 2012, we will send you reminders about the company or LLP renewal in beginning of July 2013, then in end of July, and the final reminder usually sent at the anniversary of your registration.

If you will not respond to our notifications & not pay the renewal fee, your registered office address service will expire from the second of August 2013, and from that time our company will not be responsible to forward and further notices or correspondence to you, even, if we will receive official letters from Companies House or from the HMRC.

We are saying this, because you may receive an official letter from the Companies Registrar regarding your company dissolution. If company does not have a valid registered office address, officers or does not file the annual return, process of administrative dissolution can start within three-to-six month from the anniversary of your company incorporation date (the time when we have stopped the provision of the registered office address for your company).

If the Companies Registrar is satisfied that it is not, he will publish a notice in the relevant Gazette stating his intention to strike the company off the register unless he is shown reason not to do so.

A copy of the notice will be placed on the company's public record. If the Registrar sees no reason to do otherwise, he will strike off the company not less than three months after the date of the notice. The company will be dissolved on publication of a further notice stating this in the relevant Gazette.

If you want your limited company or limited liability partnership to remain on the Register, you must reply promptly to any formal inquiry letter from the registrar and deliver any outstanding documents. Failure to deliver the necessary documents may also result in the directors being prosecuted. If you have any further queries, please do not hesitate to contact us.

There are two ways for a company to be restored to the companies' register: the first way is by by the administrative company restoration & the second way is by a Court Order.

In the case if your limited company or an LLP has been struck-off from the register by the Companies House due to non-compliance with the annual filings (administrative dissolution) not more than six years ago, we can help you with company restoration through the process of administrative restoration. If your company has been dissolved for more than six years ago, it can only be restored by a court order.

The registrar can only restore a company if he receives a court order, unless a company is administratively restored to the register. Anyone who intends to make an application to the court for company restoration is advised to obtain independent legal advice. We can assist you not just by giving an advice; we can help you to restore a company by a court order.

Any company which is restored to the register is deemed to have continued in existence as if it had not been struck off and dissolved.

During the company restoration process, company needs to file with the Companies House all outstanding annual returns and accounts. After application for administrative restoration is submitted to the Registrar, Companies House may also issue a request for the payment of late filing fees (penalties) if a company or an LLP was overdue with the filing of annual accounts.

Registrar Company Strike-Off

Registrar Company Strike-Off

The Companies House can close down a limited company or limited liability partnership on his own initiative, if it is neither carrying on business nor in business activities. If you want your business entity to remain on the Register, you must reply promptly to any formal enquiries from the Registrar & provide any outstanding documents and pay penalties. Call us to discuss your needs how to restore your business entity & see how we can help.

These late penalties can come up to £1,500 pounds per year. Companies House will not proceed with the administrative restoration unless all outstanding documents, filing fees and fines (if any) are submitted and paid.