Administrative Restoration vs Court Restoration: What’s the Difference?
If a UK company has been dissolved and you later discover that it still has assets, outstanding business affairs, legal claims or other matters that need to be dealt with, restoring the company to the Companies House register may be possible. But there are two different restoration routes under the Companies Act 2006:
- Administrative restoration, handled by the Registrar of Companies through Companies House.
- Restoration by court order, where a court decides whether the company should be restored.
The route available to you depends largely on how the company was removed from the register, who is applying, and the circumstances surrounding the dissolution. The distinction is important because administrative restoration is not available for every dissolved company. This guide explains the difference, eligibility requirements, costs, deadlines, procedures and practical considerations for founders, shareholders, creditors and international entrepreneurs.
Administrative Restoration vs Court Restoration at a Glance
The simplest way to understand the difference is to look at the circumstances in which each route is available.
| Administrative restoration | Court restoration | |
|---|---|---|
| Who handles it? | Companies House/Registrar | The court, followed by Companies House |
| Who can apply? | Former director or former member | Various people with a qualifying interest |
| Typical situation | Registrar struck off a company that was still operating | Voluntary strike-off, insolvency-related dissolution, or cases where administrative restoration is unavailable |
| Court hearing required? | No | Generally yes, depending on the case and jurisdiction |
| Main application | Form RT01 | Court application |
| General time limit | 6 years | 6 years in most cases |
| Voluntary strike-off | Not available | Potentially available |
| Bona vacantia issues | May require a waiver letter | May require directions or other arrangements |
| Outcome | Registrar restores company if requirements are met | Court orders restoration if statutory conditions are satisfied |
The underlying rules are contained principally in sections 1024–1034 of the Companies Act 2006.
What Is Administrative Restoration?
Administrative restoration is a process through which an eligible dissolved company is restored directly by the Registrar of Companies without making an application to court. It is designed for a specific category of companies: generally, companies that were struck off by the Registrar, rather than companies whose directors voluntarily applied for strike-off.
Under section 1024 of the Companies Act 2006, an application can be made by a former director or former member where the company was struck off under the Registrar's relevant powers. GOV.UK currently states that you can apply for administrative restoration if:
- You were a director or shareholder.
- The company was struck off and dissolved by the Registrar within the last six years.
- The company was trading when it was dissolved.
If those conditions are not met, the GOV.UK guidance directs applicants toward obtaining a court order instead.
Why does the distinction matter?
Consider two companies.
Company A stopped filing its confirmation statements and accounts. Companies House eventually struck it off.
Company B was deliberately closed by its directors, who applied for voluntary strike-off. Both companies are now dissolved. However, their restoration options are different.
Company A may qualify for administrative restoration if the statutory requirements are satisfied.
Company B generally cannot use administrative restoration and would need to consider restoration by court order.
That single distinction can determine whether restoration is a Companies House application or a court proceeding.
What Is Court Restoration?
Court restoration is the process of asking a court to order that a dissolved company be restored to the Companies House register. It is broader than administrative restoration. Under section 1029 of the Companies Act 2006, court restoration can apply to companies that were:
- Dissolved following certain insolvency proceedings.
- Dissolved following administration.
- Struck off by the Registrar.
- Voluntarily struck off under the relevant Companies Act provisions.
The range of potential applicants is also wider. Depending on the circumstances, an application can be made by a former director, former member, creditor or other person with a recognised interest in the company or its property. The legislation also covers certain people with contractual, property, pension or potential legal claims connected with the company. This makes court restoration particularly important where the person seeking restoration is not simply a former director or shareholder.
The Biggest Difference: How the Company Was Dissolved
For most founders, this is the first question to answer.
If Companies House struck the company off
Administrative restoration may be available if the company meets the statutory conditions.
If the directors voluntarily struck the company off
Administrative restoration is generally unavailable. Court restoration may instead be possible.
If the company was dissolved following insolvency
Court restoration is generally the relevant route. The Companies Act specifically provides for court restoration of companies dissolved following certain winding-up and administration processes. This means you should check the company's Companies House filing history and dissolution record before deciding which application to make.
Who Can Apply?
Administrative restoration
The applicant must generally be a former director or former member. The legislation expressly limits applications under section 1024 to those categories. For example, a former director who discovers that their company was struck off because of missed filings may be able to apply. A supplier who is owed money by that company cannot simply use the administrative restoration procedure in the supplier's own name.
Court restoration
The court route is broader. Potential applicants can include:
- Former directors
- Former members
- Creditors
- Certain people with interests in land or other property
- People who would have been in a contractual relationship with the company
- People with potential legal claims
- Certain pension fund managers or trustees
- Other people whom the court considers to have a sufficient interest
The precise eligibility depends on the circumstances and statutory requirements. This difference is particularly relevant to creditors. Suppose a dissolved construction company owes a supplier £30,000. The supplier does not become a former member simply because it has an unpaid invoice. If restoration is necessary to pursue the company's affairs, the creditor may need to use the court route.
What Are the Requirements for Administrative Restoration?
Administrative restoration is not automatic. The applicant must satisfy the statutory conditions and provide the necessary documentation. GOV.UK currently requires an administrative restoration application to include:
- Form RT01
- The £341 Companies House application fee
- Outstanding documents, such as accounts or confirmation statements
- Any applicable filing fees or penalties
- A waiver letter from Bona Vacantia where the company had assets.
There are also statutory requirements concerning the company's status and the circumstances of its strike-off. The practical sequence is therefore: Check eligibility → identify outstanding filings → deal with assets → prepare RT01 → pay the fee → submit to Companies House.
What Happens If the Company Had Assets?
This is one of the more complicated parts of restoration. When a company is dissolved, assets that still belong to it can become bona vacantia. This can include:
- Money in a bank account
- Property
- Shares
- Intellectual property
- Certain contractual rights
- Money owed to the company
If the company had assets, GOV.UK states that a waiver letter from Bona Vacantia may be required as part of administrative restoration.
Example
Imagine that GlobalTech Solutions Ltd was struck off after its directors failed to keep its Companies House filings up to date. After dissolution, the former director discovers:
- £5,000 in a company bank account
- A registered trademark
- £7,500 owed by a customer
The former director cannot simply treat all three assets as personal property. The restoration process needs to address what happened to those assets during dissolution. This is one reason restoration cases involving valuable property can become considerably more complicated than simply submitting a Companies House form.
How Does Court Restoration Work?
Court restoration involves a legal application rather than a straightforward Companies House restoration request. The exact procedure depends on the UK jurisdiction. In England and Wales, GOV.UK provides a court application process and identifies form N208 for relevant restoration applications. Supporting evidence and court fees may be required, and relevant parties must be served in accordance with the applicable procedure. The broad process is:
Step 1: Establish the legal basis
Determine why the company should be restored and which statutory provision applies.
Step 2: Identify the applicant
Establish whether the applicant is a former director, shareholder, creditor or another person with a qualifying interest.
Step 3: Prepare evidence
The court needs sufficient information to understand the company's history and why restoration is appropriate.
Step 4: Make the court application
The applicant files the relevant documents and pays the applicable court fee.
Step 5: Deal with affected parties
Depending on the case, other parties may need to be notified or served.
Step 6: Obtain the court's decision
The court decides whether restoration should be ordered.
Step 7: Deliver the order to Companies House
If restoration is ordered, a copy of the court order must be delivered to the Registrar. The restoration takes effect when the statutory requirements concerning delivery of the order are satisfied. The Registrar then publishes notice of the restoration in the Gazette. Because court restoration can involve property, creditors, contracts and legal claims, professional legal advice may be appropriate.
When Will a Court Restore a Company?
The court does not simply restore every company that someone asks to bring back. Section 1031 of the Companies Act sets out circumstances in which the court may order restoration. For example, where a company was struck off by the Registrar and was still carrying on business or operating at the time, the court can order restoration.
The court can also consider restoration where a company was voluntarily struck off but statutory requirements for the strike-off were not complied with. Importantly, the legislation also gives the court a broader power to restore a company where it considers it just to do so. This does not mean restoration is guaranteed. The facts of the individual case remain important.
Is There a Six-Year Deadline?
Generally, yes. For most restoration applications, the Companies Act provides that an application to court cannot be made after six years from the date of dissolution, subject to statutory exceptions. Administrative restoration also generally operates within a six-year period.
There are, however, important exceptions. For example, the legislation provides a special route for certain personal injury proceedings, and there are provisions dealing with particular situations where an administrative restoration application was made within time but refused.
Therefore, if a company was dissolved more than six years ago, it is not safe to conclude automatically that restoration is impossible. The reason for restoration and the company's history need to be examined.
What Happens After Restoration?
The legal effect of restoration is one of the most important similarities between the two routes. Under section 1028, the general effect of administrative restoration is that the company is deemed to have continued in existence as if it had not been dissolved or struck off.
The court restoration provisions provide a corresponding legal effect. In practical terms, restoration is intended to put the company back into existence rather than create a replacement entity. This can matter when dealing with:
- Company assets
- Bank accounts
- Contracts
- Legal claims
- Property
- Intellectual property
- Outstanding filings
- Tax affairs
- Creditor issues
The company may still need to address obligations that arose before or around the period of dissolution. Restoration should therefore be viewed as reopening the company's legal existence, not as wiping its historical problems clean.
Administrative Restoration vs Court Restoration: Which Route Applies?
A useful decision framework is:
Question 1: Was the company struck off by the Registrar?
Yes: Administrative restoration may be available if the other statutory conditions are met.
No: Continue to the next question.
Question 2: Was the company voluntarily struck off?
Yes: Court restoration is generally the route to investigate.
Question 3: Was the company dissolved following insolvency or administration?
Yes: Court restoration is generally relevant.
Question 4: Are you a former director or member?
If yes, administrative restoration may be available in qualifying Registrar strike-off cases. If you are a creditor or another interested party, the court route may be relevant instead.
Question 5: Has six years passed?
If yes, investigate the statutory exceptions before assuming that restoration is impossible. This framework can help you identify the appropriate route before spending money on an application.
A Realistic Founder Scenario
Consider a founder who operated NorthStar Commerce Ltd, an online business selling products internationally. The company became inactive, and the director stopped dealing with Companies House correspondence. The Registrar eventually struck it off. Two years later, the founder discovers that the company still owns a valuable domain name and has an outstanding payment from a marketplace provider.
Because the company was struck off by the Registrar, was trading when dissolved and the application is within six years, the founder may potentially qualify for administrative restoration. Now change one fact. Suppose the founder had deliberately submitted a voluntary strike-off application after closing the business.
The administrative route would generally no longer be available. If there is a genuine reason to bring the company back, the founder would need to consider court restoration instead. The legal outcome can therefore turn on the company's method of dissolution, not merely the fact that it has disappeared from the Companies House register.
Common Mistakes to Avoid
Assuming every dissolved company can use RT01
RT01 is specifically associated with administrative restoration. It is not a universal restoration application.
Assuming voluntary strike-off qualifies for administrative restoration
It generally does not. Voluntary strike-off is one of the circumstances for which the Companies Act provides a court restoration route.
Ignoring assets
A bank balance, intellectual property or property interest can create bona vacantia issues after dissolution.
Waiting until the deadline approaches
Although six years is the general period for many restoration applications, preparing a restoration case can take time, particularly when property, creditors or legal proceedings are involved.
Assuming restoration eliminates liabilities
Restoration recreates the company's legal status; it does not simply erase its obligations.
What Does This Mean for Global Founders?
Restoration can be particularly important for non-UK residents who manage UK companies remotely. A founder living outside the UK may not discover a company's dissolution immediately. Important correspondence may have gone to the company's registered office, or the founder may only discover the problem when dealing with a bank, customer, intellectual property asset or tax matter. This highlights an important distinction between forming a company and managing a company after formation.
IncorpUK is positioned as a UK company formation and management platform for global founders, combining incorporation with registered office support, company management resources, official mail handling and AI-powered tools for areas such as compliance reminders and mail analysis.
For an international founder, maintaining an organised system for Companies House filings, official correspondence and corporate records can reduce the risk of discovering a dissolution problem much later.
Frequently Asked Questions
What is the difference between administrative and court restoration?
Administrative restoration is handled by the Registrar of Companies and is available only to companies meeting specific statutory requirements. Court restoration involves applying to a court and is available in a wider range of circumstances.
Can a voluntarily dissolved company be administratively restored?
Generally, no. A company that was voluntarily struck off normally needs to be restored through the court process.
Who can apply for administrative restoration?
Generally, a former director or former member of the company can apply, provided the other statutory requirements are satisfied.
Can a creditor apply to restore a dissolved company?
A creditor may be able to apply for court restoration where the statutory requirements are met. The court route allows applications from a broader range of people with relevant interests than administrative restoration.
How much does administrative restoration cost?
GOV.UK currently lists the Companies House fee for administrative restoration as £341, in addition to any applicable outstanding filing fees, penalties or other costs.
How long do I have to restore a dissolved company?
The general period is six years from dissolution, although the Companies Act contains exceptions for specific circumstances.
Does court restoration always require a hearing?
Court restoration is a court process, and the procedure depends on the jurisdiction and circumstances. Applicants should follow the applicable court procedure and requirements rather than assuming every case will follow an identical timetable.
What happens to company assets after restoration?
Restoration can have the effect of treating the company as having continued in existence as though it had not been dissolved. However, where assets have become bona vacantia, additional steps may be necessary.
Is restoring a company the same as creating a new company?
No. Restoration returns the original company to the register. Incorporating a new company creates a separate legal entity with a different corporate history.
Conclusion
The difference between administrative restoration and court restoration comes down largely to the company's history, how it was struck off and who needs the company restored.
Administrative restoration is the Companies House route for qualifying companies that were struck off by the Registrar. It is limited to former directors or members and requires the relevant statutory conditions to be satisfied.
Court restoration is broader. It can cover voluntarily struck-off companies, companies dissolved following certain insolvency procedures and situations where creditors or other interested parties need the company restored.
The most useful first step is therefore not to start filling out a form. Find out how the company was dissolved, when it was dissolved, who is applying and why restoration is needed. From there, the correct route becomes much clearer. For founders, particularly those managing UK companies from overseas, the bigger lesson is that company administration does not end after incorporation. Keeping Companies House records, official correspondence, filings and company affairs organised can help prevent a dormant or inactive company from unexpectedly progressing toward dissolution—and can make any future restoration issue easier to resolve.