(1)The general effect of administrative restoration to the register is that the company is deemed to have continued in existence as if it had not been dissolved or struck off the register.
(2)The company is not liable to a penalty under section 453 or any corresponding earlier provision (civil penalty for failure to deliver accounts) for a financial year in relation to which the period for filing accounts and reports ended—
(a)after the date of dissolution or striking off, and
(b)before the restoration of the company to the register.
(3)The court may give such directions and make such provision as seems just for placing the company and all other persons in the same position (as nearly as may be) as if the company had not been dissolved or struck off the register.
(4)An application to the court for such directions or provision may be made any time within three years after the date of restoration of the company to the register.
Cases considering section 1028 (9)
[2020] EWCA Civ 759 · 16 June 2020Limits
The provision deems an administratively restored company to have continued in existence. The earlier arbitral decision that it did not retrospectively undo the contractual termination formed the setting for the restorative claim (see paras [10]-[12]; [23]; [40]).
The provision permits just directions restoring the company and other persons, as nearly as possible, to the position absent dissolution or striking off. It neither expressly nor impliedly prohibits arbitration. Claims under it are generally private and arbitrable, although third-party interests may limit available relief (see paras [55]-[65]; [74]-[80]).
The three-year period for seeking directions could create a procedural obstacle because the company had not commenced a further arbitration within that period. Any such obstacle affected the claim’s viability, not its arbitrability (see para [78]).
[2020] EWHC 3027 (Ch) · 12 November 2020Interprets
Section 1028(1) deems a company administratively restored to have continued in existence as if it had not been dissolved or struck off. The court applied that deeming effect to conclude that title transmissions caused by dissolution were avoided and the property revested. (see paras [10], [15], [21]-[22], [29])
Section 1028(3) permits directions and provision to place the company and other persons, as nearly as possible, in their former position. The court referred to the restoration provisions as part of the statutory basis for reversing the consequences of dissolution. (see paras [10], [16], [21])
[2019] EWHC 1768 (Comm) · 11 July 2019Limits
Interprets the restoration fiction as having very wide effect, but not as automatically undoing a third party’s deliberate contractual termination. It reverses direct or automatic consequences of dissolution, not every secondary consequence. (see paras [44], [107]-[118], [129])
Limits the supposed universal effect of restoration by permitting directions and provisions only to place the company and others in the same position as nearly as may be. The provision supports the distinction between automatic and indirect consequences. (see paras [45], [114]-[115])
What each judgment says about section 1028 is in the case-law panel in the full Act.
1277.This section provides that the effect of restoration is that the company is deemed to have continued in existence as if it had not been struck off, and that application may be made to the court within three years of restoration for the court to make such directions as may be needed to place the company itself, and other persons, in the same position as they would have been had the company not been struck off.
1278.These sections bring together what are currently two separate procedures for a company to be restored to the register by court order (under sections 651 and 653 of the 1985 Act). The CLR recommended (Final report pages 227 to 229) that the two separate procedures be replaced by a single new procedure, which should largely be based on the precedent of the procedure under section 653 of the 1985 Act.