Can You Restore a Company That Was Struck Off for Late Filings?
Yes. A UK company that was struck off because it failed to file its accounts, confirmation statements or other required information can often be restored to the Companies House register. The route depends on how the company was struck off.
If Companies House removed the company from the register because it appeared to be no longer operating, an eligible former director or member may be able to use administrative restoration. If the company was voluntarily struck off by its directors, administrative restoration is not available and a court order is generally required. For a company removed because of late filings, the important questions are therefore:
- Who applied for or initiated the strike-off?
- Was the company still trading or operating?
- How long ago was it dissolved?
- Are its outstanding accounts and confirmation statements available?
- Are there unpaid late filing penalties?
- Did the company own assets when it was dissolved?
This guide explains how restoration works, what happens to overdue filings and penalties, how much preparation is involved, and what directors should do after the company has been restored.
Why Does Companies House Strike Off Companies for Late Filings?
Companies House has powers to strike a company off the register where it has reasonable cause to believe the company is no longer carrying on business or is not in operation. Repeated failure to file accounts or other required documents can be an important indication that a company may be defunct.
Companies House guidance explains that failure to file accounts can ultimately lead to a company being struck off and dissolved. It also warns that directors can face consequences for failing to deliver required documents. A typical sequence might look like this:
Accounts or confirmation statement become overdue → Companies House sends correspondence → the company fails to respond or bring its records up to date → strike-off action begins → the company is removed from the register → dissolution follows. Being struck off for late filings does not necessarily mean the business never existed or that restoration is impossible. In fact, the administrative restoration system is specifically designed to provide a route back onto the register for certain companies that were struck off by the Registrar.
Can a Company Struck Off for Late Filing Be Restored?
Yes, provided the company meets the requirements for the relevant restoration route. For administrative restoration, section 1024 of the Companies Act 2006 allows an application for a company struck off under the Registrar's powers in sections 1000 or 1001. The application can be made by a former director or former member. The current GOV.UK guidance says you can generally apply for administrative restoration if:
- You were a director or shareholder.
- The company was struck off and dissolved by the Registrar.
- The dissolution occurred within the last six years.
- The company was trading at the time it was dissolved.
This means a company that disappeared from the register because its directors failed to keep up with filing obligations may qualify. However, late filing alone does not guarantee restoration. The company and applicant must satisfy the applicable legal requirements.
Administrative Restoration: The Main Route for Registrar Strike-Off
Administrative restoration is usually the most direct route when a company was struck off by Companies House rather than voluntarily dissolved by its directors. The application is made to the Registrar using form RT01.
The current application fee is £341. Companies House states that the application must also include the necessary outstanding company documents, applicable filing fees and late filing penalties, together with a Bona Vacantia waiver where one is required.
Who can apply?
The Companies Act 2006 restricts administrative restoration applications to a former director or former member. So if you were the director of a small company that was dissolved after you failed to file its accounts, you may be able to apply yourself.
A creditor or another interested party cannot simply use the administrative route because they want the company restored. They may need to consider the court restoration process instead.
What If the Company Was Still Trading?
This is an important eligibility requirement. For the traditional administrative restoration route, the company must have been carrying on business or in operation when it was struck off. This requirement is set out in section 1025 of the Companies Act 2006. That does not necessarily mean the company needed to have a large turnover or a busy customer base.
The relevant issue is whether the company was genuinely operating at the relevant time. For example, consider a consulting company with one director. The director became distracted by other business commitments and failed to file the company's accounts. The company continued providing services to clients, but Companies House eventually initiated strike-off proceedings. If the other restoration requirements are satisfied, the fact that the company was struck off because of its filing failures does not automatically prevent administrative restoration.
What Documents Are Needed to Restore the Company?
One of the most important practical requirements is bringing the company's Companies House record up to date. GOV.UK says applicants need to deliver outstanding documents necessary to bring the company's records up to date. These can include outstanding accounts and confirmation statements. Before submitting RT01, review the company's filing history and create a complete list of outstanding documents. This may include:
- Annual accounts
- Confirmation statements
- Relevant changes to company information
- Registered office information
- Other filings required to bring the register up to date
The exact documents depend on the company's history.
Do not guess what is outstanding
A common mistake is to assume that filing the most recent accounts is enough. Instead, look through the company's Companies House filing history and establish which documents became due before dissolution. The goal is to restore the company's record to the position required by Companies House, not simply to submit one overdue document.
What Happens to Late Filing Penalties?
This is where restoration can become more nuanced. A company struck off for late filing may already have unpaid penalties when it is dissolved. Companies House guidance states that, for administrative restoration, outstanding late filing penalties that were due at the relevant time must be paid. However, there is an important rule concerning the period when the company was actually dissolved.
The registrar will normally disregard the period during which the company was dissolved when determining the lateness of accounts. Companies House guidance gives the example that accounts due two months before dissolution would normally be treated as two months late when delivered on restoration. The company is not liable for late filing penalties for accounts that became due while it was dissolved.
Example
Suppose:
- Accounts were due on 30 June.
- The company was dissolved on 31 August.
- The company is restored the following year.
The period from dissolution to restoration is not simply treated as additional late filing time for those accounts. This is one reason directors should distinguish between filings that were already overdue before dissolution and obligations whose due dates would have fallen while the company was dissolved.
How Much Does Restoration Cost?
For administrative restoration, the current Companies House fee is £341. But the actual cost can be higher. You may need to budget for:
- The £341 restoration fee
- Outstanding filing fees
- Late filing penalties
- Bona Vacantia costs, where applicable
- Accounting fees for preparing overdue accounts
- Professional advice, where required
Companies House currently states that a Bona Vacantia waiver letter costs £64 where one is required. Therefore, it is better to think of restoration as a total compliance project rather than a £341 transaction.
A company with straightforward accounts and no assets may be relatively simple to restore. A company that has been neglected for several years, has complicated accounts and owned assets at dissolution may require substantially more work.
What Happens If the Company Owned Assets?
Dissolution can create a separate issue for company property. The assets of a dissolved company can become bona vacantia, meaning they pass to the Crown or another relevant Crown representative.
Companies House guidance states that where company property or rights have become bona vacantia, the applicant may need written consent from the appropriate Crown representative before the company can be restored administratively. Potentially affected assets can include:
- Money in a company bank account
- Land
- Property
- Shares
- Intellectual property
- Other company rights or property
This is particularly important if the company was struck off without the director realising that assets were still held in its name.
Example: a dormant-looking company with valuable IP
A founder stops trading actively through a UK company but leaves its trademark and other intellectual property registered to the company. The company subsequently fails to file its accounts and is dissolved. The founder later discovers that the company still owns valuable rights.
The restoration process should not be approached as merely an overdue filing exercise. The legal status of those assets needs to be considered as part of the restoration. Where significant property is involved, professional legal advice may be appropriate.
What If the Company Was Voluntarily Struck Off?
This is one of the most important distinctions to understand. A company that the directors voluntarily applied to strike off cannot use the normal administrative restoration procedure. GOV.UK specifically states that a court order is required where the directors applied for voluntary strike-off. That is different from a company that was struck off by the Registrar because it appeared to be defunct.
Compare the two situations
Registrar strike-off because the company failed to maintain filings
Administrative restoration may be available if the statutory requirements are satisfied.
Directors voluntarily applied for strike-off
Administrative restoration is unavailable; court restoration may be required. This distinction should be established before spending money on the wrong application.
Is There a Six-Year Deadline?
Yes, generally. For administrative restoration, the application cannot normally be made after six years from the date of dissolution. Section 1024 expressly establishes this time limit. GOV.UK also confirms the six-year period. This is particularly important where a former director discovers the dissolution several years after it happened. Do not calculate the deadline from:
- The last time you traded
- The date your accounts were due
- The date you received a letter
- The date you discovered the company was dissolved
The relevant reference point is generally the date of dissolution. There are statutory exceptions and special rules in certain cases, so unusual circumstances should be assessed separately.
A Practical Restoration Checklist
If your company was struck off after failing to file accounts or other documents, work through these steps before applying.
1. Check the Companies House record
Find the company's:
- Company number
- Current status
- Date of dissolution
- Strike-off history
- Filing history
- Previous directors
- Previous shareholders
2. Establish who initiated the strike-off
Determine whether:
- Companies House initiated the strike-off, or
- The directors voluntarily applied for it.
This can determine the available restoration route.
3. Check whether the company was operating
If administrative restoration is being considered, establish whether the company was carrying on business or was in operation when it was struck off.
4. List every outstanding filing
Identify all accounts, confirmation statements and other documents that need to be brought up to date.
5. Calculate outstanding penalties
Separate penalties that were outstanding at dissolution from periods when the company was dissolved.
6. Investigate company assets
Check bank accounts, property, shares, intellectual property and other company-owned rights.
7. Check the six-year deadline
Calculate the period from the company's dissolution date.
8. Prepare RT01 if eligible
The current administrative restoration process requires form RT01 and the £341 fee, together with the required supporting documents and payments.
What Happens After the Company Is Restored?
Restoration should not be treated as the final step. Once restored, the company needs to return to normal compliance. Depending on its circumstances, that may include reviewing:
- Accounts
- Confirmation statements
- Corporation Tax
- PAYE
- VAT
- Registered office details
- Director information
- Shareholder information
- Banking arrangements
- Contracts
- Insurance
- Licences
- Accounting records
The company may also need to review what happened during the period before dissolution. For example, if it continued trading before being dissolved, there may be tax, accounting or contractual matters that need attention. For global founders, this ongoing administration can be particularly important when the business is managed remotely.
IncorpUK is positioned as a UK company formation and business infrastructure platform for global founders, supporting areas such as registered office services, mail handling, company management, banking and payment guidance and Companies House-related administration.
Can You Restore the Company Yourself?
For a straightforward administrative restoration, an eligible former director or member can make the application themselves. You do not automatically need a solicitor simply because the company was dissolved. However, professional help can be sensible when:
- The company owned substantial assets.
- There are creditor disputes.
- The company has an insolvency history.
- Its accounts are complicated or incomplete.
- The restoration deadline is approaching.
- Administrative restoration has been refused.
- Court restoration is required.
- There are tax or legal issues beyond the Companies House filing.
The more complicated the company's history, the more important it becomes to separate the Companies House restoration issue from wider legal, tax and accounting questions.
Common Mistakes to Avoid
Assuming late filing means the company cannot be restored
Late filing can be the reason a company was struck off, but it does not automatically make restoration impossible.
Filing RT01 without checking eligibility
Administrative restoration has specific statutory requirements. Confirm the company's strike-off route and history first.
Forgetting old accounts
Restoration generally requires the company's records to be brought up to date.
Assuming every year creates another late penalty
The period during which the company was dissolved is treated differently for late filing purposes.
Ignoring company assets
Assets can become bona vacantia following dissolution and may require additional steps before restoration.
Waiting until the six-year deadline is almost over
Even where restoration is possible, leaving the application until the last moment creates unnecessary risk.
Frequently Asked Questions
Can I restore a company that Companies House struck off because I did not file accounts?
Yes, potentially. If Companies House struck the company off under its Registrar strike-off powers, an eligible former director or member may be able to apply for administrative restoration, provided the statutory conditions are met.
Do I have to pay the old late filing penalties?
Outstanding late filing penalties that are due under the restoration requirements generally need to be paid. However, the company is not liable for late filing penalties for accounts that became due while it was dissolved.
Can I restore the company if I was the director but it was dissolved several years ago?
Possibly. Administrative restoration is generally available only within six years of dissolution, subject to statutory rules and exceptions.
Can a shareholder restore a company that was struck off for late filings?
Yes, a former member or shareholder can potentially apply for administrative restoration where the other requirements are satisfied. Section 1024 permits applications by a former director or former member.
Can I use RT01 if the company was voluntarily struck off?
No. Administrative restoration through RT01 is not available where the directors voluntarily applied to strike the company off. A court restoration process may be required instead.
How much does it cost to restore a company struck off for late filings?
The current administrative restoration fee is £341. Additional costs can include outstanding filing fees, late filing penalties, a £64 Bona Vacantia waiver where required, accounting costs and professional fees.
Does restoration remove the company's old filing problems?
No. Restoration is not a substitute for compliance. Outstanding documents and applicable penalties generally need to be addressed as part of the restoration process.
What happens to the company after restoration?
The company returns to the Companies House register, but it may still need to deal with accounts, tax, banking, registered-office information and other ongoing obligations.
Final Takeaway
Yes, a company struck off for late filings can often be restored. If Companies House removed the company because it appeared to be inactive or defunct, an eligible former director or member may be able to use administrative restoration. The company generally needs to have been operating when it was struck off, the application must normally be made within six years of dissolution, and the company's records, outstanding filings and applicable penalties must be brought into order.
The current administrative restoration fee is £341, but the true cost depends on the company's filing history, penalties, assets and any professional assistance required. The biggest practical mistake is treating restoration as simply "paying a fee to reactivate a company." It is better understood as a process of putting the company's legal and Companies House records back into order.
Before applying, check the reason for strike-off, confirm the restoration route, review every outstanding filing, investigate penalties and company assets, and check the six-year deadline. For founders especially those running UK companies from outside the UK restoring the company is only the beginning. Once it is back on the register, keeping its filings, tax affairs and business administration current is what prevents the same problem from happening again.