Company - Administrative Restoration

Guidelines on Administrative Restoration of a Company
 

1. These guidelines give you information about requesting the Queen’s and Lord’s Treasurer’s Remembrancer’s (QLTR) consent to administratively restore a company to the Company Register.  These are simple guidelines and cannot cover every circumstance. The right to vary or depart from these Guidelines at any time without notice is expressly reserved.
Please note that Companies House and not this office deals with the actual applications for administrative restoration. Their guidelines are available at Companies House Website
 
 
2. We are not permitted to give you legal advice, so you should consider instructing your own solicitor or taking your own independent specialist advice, if you have not already done so. If you employ a solicitor or an accountant to act on your behalf, please quote their name, address and reference in all correspondence to us, and show them a copy of these Guidelines.
 

Administrative Restoration (Section 1024 Companies Act 2006)

What is the Crown’s role and what is bona vacantia?

 
1. When a company is dissolved, all its property and rights (but not liabilities) vest in the Crown as bona vacantia under section 1012 of the Companies Act 2006 (or the corresponding provisions of earlier legislation). The practical effect of this is that if the company owned any property or rights at the time of its dissolution you will require the Crown’s representative’s consent. The procedure for obtaining consent is set out below.
 
2. As part of the process, where any property or right of the company has vested in the Crown as bona vacantia, applicants must obtain the Crown representative’s written consent to the restoration of the company. Applicants must also pay the Crown representative’s costs of dealing with the application for restoration and with dealing with any property of the company. The Crown’s representative is entitled to these costs as a condition of providing such a letter.
 

Obtaining a letter of consent from The Queen’s and Lord Treasurer’s Remembrancer,the Crown’s representative in Scotland in cases where property or rights have passed to the Crown as bona vacantia

 
Before applying for a letter of consent from the QLTR please make sure you can answer ‘yes’ to the following two questions:
 
1. Has the company actually been dissolved?
 
Companies are initially struck off the register and are only dissolved after a certain period of time has elapsed – usually around five days. Companies House can confirm if the company has been dissolved or is only struck off.
 
If you have made your application for administrative restoration after the company was struck off but before it was dissolved you do not require a letter of consent from the Crown’s representative and so you should not in that circumstance make an application to this office.
 
2. Is the property in Scotland?
 
The QLTR is the Crown’s representative where the company had property in Scotland at the point of its dissolution. In relation to bank accounts, or other sums of money due to the company, the QLTR will be the Crown’s representative where the last registered address of the company was in Scotland. Check the last registered address of the company. If the last registered office was not in Scotland and the only property is a bank account or other sum of money due to the company the QLTR will not be able to assist with your enquiry.
 
If property in England/Wales is in view you should instead contact The Treasury Solicitor’s Office. Their details and procedures re Administrative Restoration can be found on the Bona Vacantia website.  (NB. Do not use forms from the Bona Vacantia website for applying for QLTR's consent. The form for remitting a request to the QLTR is at the end of this guidance).
 

Procedure for applying for the QLTR’s letter of consent
 

1. Please note that you will require to pay our standard initial costs of dealing with your application for a letter of consent, which are £100. (although we reserve the right to review this figure) NB. No VAT is payable on these costs. Payment should be made by way of a cheque made payable to 'The Queen's and Lord Treasurer's Remembrancer'. ( (NB. The cheque should not be drawn on the dissolved company’s account as the cheque would be unable to be cashed).

 2. In the event that QLTR has not dealt with any assets of the company no further costs will ordinarily be payable. However, where the QLTR has dealt with any of the company’s property, we will require our full costs of dealing with those assets to be paid before providing our consent.
 
3. In cases where we incur additional costs in dealing with the application for a letter of consent, we will require our full costs of dealing with the application before we provide the consent letter. In either case, we will provide you with a schedule of costs.
 
4. Your cheque should be sent to this office along with a completed ‘Letter of Consent application form’, available at the end of these guidelines, to the following address:
 
QLTR Office
Scottish Government Building
1B-Bridge
Victoria Quay
Edinburgh
EH6 6QQ

 
5. Please note that the QLTR’s provision of a letter of consent does not guarantee that any application for administrative restoration is eligible or will be successful. It only indicates that we do not have any outstanding costs in relation to the company. It is your responsibility to ensure that you meet the criteria for administrative restoration and you should consider taking independent legal advice about this.

What happens once your application form and cheque is received by the QLTR Office
 

On receipt of your application form and cheque, and so long as the QLTR does not have other costs in dealing with other property of the company,  the QLTR will record your enquiry, bank your cheque and send you a letter of receipt. The letter of receipt will advise as to what date the letter of consent will be issued to you. Should for any reason your cheque does not clear through our banking system we would write to you further.

The usual timescale for issuing the letter of consent is around 10 to 14 days from the date of the letter of receipt. This reflects the timescale in which the bank informs us if a cheque has not cleared.

NB. If the cheque provided is a cheque drawn on a Solicitor’s account, the letter of consent will be issued immediately.

 

Provision of an expedited service

 We provide an expedited service at a fee of £125, payable by way of a bank transfer. You will not need to use this service where the cheque to pay the fee is drawn on a Solicitor’s account (see the preceding paragraph).

To use this service, you must first complete and remit to us the ‘Letter of Consent application form’, available at the end of these guidelines. This can either be sent by email to coqltr@copfs.gsi.gov.uk or by post to the following address:

QLTR Office
Scottish Government Building
1B-Bridge
Victoria Quay
Edinburgh
EH6 6QQ

On receipt of the completed form, we will write to you (by email if your completed form was received by email or by post if received by post). Our letter will provide you with our bank account details and a unique reference which must be used by you as the reference on your bank transfer payment. NB.  If the unique reference number is not used, we will be unable to apply the funds and therefore they will be returned to the account they were remitted from.

Once payment has been received into our account and identified as your payment using the unique reference number, we will provide the letter of consent. Please note this will normally be provided within 2 business days of receipt of payment.

 

Alternatively, if unable to do a bank transfer, we will also provide an expedited service at a fee of £125, payable by way of a banker's draft.

To use this service you will require to send the completed application form along  with the banker’s draft for the fee of £125 and a letter/compliment slip from the bank issuing the banker’s draft, containing a contact name and telephone number at the bank that we can use to confirm the authenticity of the banker’s draft. If you do not provide a letter/compliment slip from the bank with a contact name and telephone number at the bank then we will not be able to confirm authenticity of the  banker's draft and will process the banker's draft as a cheque.

We would on receipt, call the contact at the bank and if authenticity of the banker’s draft is confirmed, we would immediately issue our letter of consent. The letter will not be issued until we have that confirmation from the bank. NB. As many banks have call centres which require to email the appropriate branch to call us, if we call on receipt of your banker’s draft and the bank does not return our call, we will make another attempt the next business day and failing a call back on our second attempt, your banker’s draft will require to go through our normal banking process. At that stage, we will write to you to advise you of our unsuccessful effort to obtain confirmation of the authenticity of the banker’s draft from the bank and will advise you as to what date we will provide you with our letter of consent.

NB. If a cheque instead of a banker's draft for £125 is received by us, we will not be in a position to provide an expedited service and no funds will be refunded as our fee for raising a payment is £50, this would of course exhaust the excess funds paid by you. 

Form for consent to Administrative Restoration

If you require information which is not covered in these guidelines we can be contacted on telephone number 0844 561 3899 *

*calls cost 7p a minute plus your phone company’s charge