Companies Act 2006 s.1025 – Requirements for administrative restoration

(1)On an application under section 1024 the registrar shall restore the company to the register if, and only if, the following conditions are met.

[^F1320 (2)The first condition is that—

(a)in the case of a company struck off the register under section 1000 or 1001, the company was carrying on business or in operation at the time of its striking off;

(b)in the case of a company struck off the register under section 1002A, at the time of its striking off, the registrar did not have reasonable cause to believe the matter set out in section 1002A(1)(a) or (b).^F1320]

(3)The second condition is that, if any property or right previously vested in or held on trust for the company has vested as bona vacantia, the Crown representative has signified to the registrar in writing consent to the company's restoration to the register.

(4)It is the applicant's responsibility to obtain that consent and to pay any costs (in Scotland, expenses) of the Crown representative—

(a)in dealing with the property during the period of dissolution, or

(b)in connection with the proceedings on the application,

that may be demanded as a condition of giving consent.

[^F1321 (5)The third condition is that the applicant has delivered to the registrar such documents relating to the company as are necessary to ensure that if the company is restored to the register the records kept by the registrar relating to the company will be up to date.

(5A)The fourth condition is—

(a)that any outstanding penalties under section 453 or corresponding earlier provisions (civil penalty for failure to deliver accounts) in relation to the company have been paid, and

(b)that each relevant person has paid any outstanding fines or financial penalties imposed on them in respect of an offence under the Companies Acts relating to the company.

(5B) In subsection (5A)(b) “relevant person” means—

(a)the applicant,

(b)any person who—

(i)was a director of the company immediately before it was dissolved or struck off, and

(ii)if the company is restored to the register, will be a director immediately after its restoration, or

(c)any person who is a relevant officer of a firm where the firm is—

(i)a person mentioned in paragraph (a) or (b), or

(ii)a person falling within this paragraph.

(5C) In subsection (5B)(c) “relevant officer”—

(a)in relation to a company, means a director;

(b)in relation to a firm the affairs of which are managed by its members, means one of those members;

(c)in relation to any other firm, means an officer of the firm whose functions correspond to that of a director of a company.^F1321]

(6) In this section the “Crown representative” means—

(a)in relation to property vested in the Duchy of Lancaster, the Solicitor to that Duchy;

(b)in relation to property vested in the Duke of Cornwall, the Solicitor to the Duchy of Cornwall;

(c)in relation to property in Scotland, the Queen's and Lord Treasurer's Remembrancer;

(d)in relation to other property, the Treasury Solicitor.

Read section 1025 in the full Act → Definitions (8) Cases (3)

Definitions used in section 1025

the registrar

(3) In the Companies Acts“the registrar of companies” and “the registrar” mean the registrar of companies for England and Wales, Scotland or Northern Ireland, as the case may require.

Defined in s.1060(3) · see it in the full Act

company

“company” means a company formed and registered under this Act, that is—

(a)

a company so formed and registered after the commencement of this Part, or

(b)

a company that immediately before the commencement of this Part—

(i)

was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

(ii)

was an existing company for the purposes of that Act or that Order,

(which is to be treated on commencement as if formed and registered under this Act).

Defined in s.1(1) · see it in the full Act

(4) In this section and that Schedule “company” includes any body corporate.

Defined in s.1159(4) · see it in the full Act

the register

(2) The records relating to companies are referred to collectively in the Companies Acts as “the register”.

Defined in s.1080(2) · see it in the full Act

the Companies Acts

(1) In this Act “the Companies Acts” means—

(a)the company law provisions of this Act,

(b)Part 2 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) (community interest companies), and

(c)the provisions of the Companies Act 1985 (c. 6) and the Companies Consolidation (Consequential Provisions) Act 1985 (c. 9) that remain in force.

Defined in s.2(1) · see it in the full Act

director

In the Companies Acts “director” includes any person occupying the position of director, by whatever name called.

Defined in s.250 · see it in the full Act

firm

“firm” means any entity, whether or not a legal person, that is not an individual and includes a body corporate, a corporation sole and a partnership or other unincorporated association;

Defined in s.1173(1) · see it in the full Act

member

(2) In sub-paragraph (1) “member” has the same meaning as it has by virtue of section 7(1) of that Act .

Defined in Sch.2 Pt.1 · see it in the full Act

officer

“officer”, in relation to a body corporate, includes a director, manager or secretary;

Defined in s.1173(1) · see it in the full Act

Cases considering section 1025 (3)

Peter Raymond Henrikson & Ors v Charles Riley Constant & Ors

[2023] EWHC 1373 (Ch) · 7 June 2023Interprets

The company was not carrying on business or in operation when struck off. A holding company requires some activity or active steps; alleged rights that were not being actively pursued did not satisfy the condition (see paras [19], [33]-[43]). The provision was stated as requiring Crown representative consent where company property had vested bona vacantia. It formed part of the statutory conditions for administrative restoration (see para [19]). “Properly delivered” refers to compliance on the face of documents with the Registrar’s requirements concerning contents, form, authentication, manner of delivery and language. It does not require substantive compliance with other statutory or constitutional requirements for approval of accounts (see paras [44]-[46]).

Grupo Mexico SAB DE CV & Ors v The Registrar Of Companies For England And Wales & Ors

[2018] EWHC 1306 (Ch) · 25 May 2018Interprets

Administrative restoration requires the LLP to have been carrying on business or in operation at the time of striking off. The court construed the threshold widely but found that Infund was dormant and did not satisfy it (see paras [107]–[115]). The applicant must deliver documents necessary to bring the registrar’s records up to date. The court treated the accounts and other restoration documents as material contributing to the restoration outcome (see paras [65]–[71]).

Bridgehouse (Bradford No.2) v BAE Systems Plc

[2019] EWHC 1768 (Comm) · 11 July 2019Defines

States the first condition for administrative restoration: that the company was carrying on business or in operation when struck off. (see para [43]) States the condition concerning Crown consent where property or rights have vested as bona vacantia. (see paras [16], [43]) Identifies the requirement to deliver documents needed to update the registrar’s records. (see para [43]) Identifies the requirement to pay outstanding filing penalties for administrative restoration. (see para [43])

What each judgment says about section 1025 is in the case-law panel in the full Act.

Explanatory note

1274.This section sets out the requirements for restoration, including the conditions that the company was carrying on business or in operation at the time of its striking off; that the Crown representative has given any consent that may be necessary; and that the applicant has delivered any documents necessary to bring the registrar’s records up to date and has paid any penalties due at the date of dissolution or striking off.

All the explanatory notes for the Act

Amendments and notes

3 notes from legislation.gov.uk

Amendments

F1320S. 1025(2) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, 18.3.2025 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 70(4), 219(1)(2)(b); S.I. 2025/349, reg. 2(c) text substituted prospectively or the amendment may be in effect for limited purposes, see the commentary.
F1321S. 1025(5)-(5C) substituted for s. 1025(5) (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 71, 219(1)(2)(b); S.I. 2024/269, reg. 2(z16)

Modifications

C1417Ss. 1024-1028 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 56 (as amended (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 25; S.I. 2024/269, reg. 2(a))