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 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. Was the company compulsorily struck off?

Please note we will only deal with applications for consent  where the company was struck off under sections 1000 or 1001 of the Companies Act 2006. Where the company was dissolved by other means, e.g. following a voluntary striking off under section 1003, you will need to consider the possiblity of restoration via the courts.
 
3. 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 fee for dealing with your application for a letter of consent. This is £100 for our standard service or £125 for our expedited service.No VAT is payable on these costs. Payment is by electronic banking - we will provide our bank details on receipt of your completed application form:  Form for consent to Administrative Restoration. The completed form should be emailed to enquiries@qltr.gov.uk

 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. 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 is received by the QLTR Office
 

On receipt of your completed application form, so long as the QLTR does not have other costs in dealing with other property of the company:

  • We will record your enquiry and email you our bank details.
  • We will also provide you with a unique reference number which must be used 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 we receive your payment, we will advise the date of issue of the letter of consent. This is normally:

  • If using our standard service -  within 10 to 14 days of receiving your payment
  • if using our expedited service -  within 2 working days of receiving your payment

If you require information which is not covered in these guidelines we can be contacted on telephone number 0300 020 3512

Form for consent to Administrative Restoration