Companies Act 2006, section 1029

Application to court for restoration to the register

Part 31 Dissolution and restoration to the register

(1)An application may be made to the court to restore to the register a company—

(a)that has been dissolved under Chapter 9 of Part 4 of the Insolvency Act 1986 (c. 45) or Chapter 9 of Part 5 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (dissolution of company after winding up),

(b)that is deemed to have been dissolved under paragraph 84(6) of Schedule B1 to that Act or paragraph 85(6) of Schedule B1 to that Order (dissolution of company following administration), or

(c)that has been struck off the register—

(i)F1325under section 1000 or 1001 (power of registrar to strike off defunct company), ...

[F1326 (ia)under section 1002A (power of registrar to strike off company registered on false basis), orF1326]

(ii)under section 1003 (voluntary striking off),

whether or not the company has in consequence been dissolved.

(2)An application under this section may be made by—

(a)the Secretary of State,

(b)any former director of the company,

(c)any person having an interest in land in which the company had a superior or derivative interest,

(d)any person having an interest in land or other property—

(i)that was subject to rights vested in the company, or

(ii)that was benefited by obligations owed by the company,

(e)any person who but for the company's dissolution would have been in a contractual relationship with it,

(f)any person with a potential legal claim against the company,

(g)any manager or trustee of a pension fund established for the benefit of employees of the company,

(h)any former member of the company (or the personal representatives of such a person),

(i)any person who was a creditor of the company at the time of its striking off or dissolution,

(j)any former liquidator of the company,

(k)where the company was struck off the register under section 1003 (voluntary striking off), any person of a description specified by regulations under section 1006(1)(f) or 1007(2)(f) (persons entitled to notice of application for voluntary striking off),

or by any other person appearing to the court to have an interest in the matter.

Read section 1029 in the full Act → Definitions (6) Cases (21)

Definitions used in section 1029

the court

(1) Except as otherwise provided, in the Companies Acts “the court” means—

(a)in England and Wales, the High Court or the county court;

(b)in Scotland, the Court of Session or the sheriff court;

(c)in Northern Ireland, the High Court.

Defined in s.1156(1) · see it in the full Act

(2) The provisions of the Companies Acts conferring jurisdiction on “the court” as defined above have effect subject to any enactment or rule of law relating to the allocation of jurisdiction or distribution of business between courts in any part of the United Kingdom.

Defined in s.1156(2) · 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
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 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
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
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

Cases considering section 1029 (21)

Fakhry v Pagden & Anor

[2020] EWCA Civ 1207 · 15 September 2020Interprets

The court applied the restoration jurisdiction and held that members’ earlier resolutions did not bar its exercise. The members’ interests nevertheless had to be treated as central when deciding whether restoration should continue (see paras [36]; [67]; [80]-[94]). By expressly authorising a former member to apply for restoration, the subsection treats that status as a sufficient interest. A member is therefore entitled to be heard on restoration and to challenge an order directly affecting that interest (see para [46]).

Bridgehouse (Bradford No. 2) Ltd v BAE Systems Plc

[2020] EWCA Civ 759 · 16 June 2020Limits

An application for judicial restoration changes corporate status and cannot be determined by arbitration. It was distinguished from private applications for restorative directions (see paras [58]-[59]).

Peaktone Ltd v Joddrell

[2012] EWCA Civ 1035 · 26 July 2012Defines

The section supplies the single judicial procedure for restoring a dissolved or struck-off company. It regulates obtaining the order, while section 1032 determines the order’s effect (see paras [15]; [41]; [45]). The subsection permits an application to restore a dissolved or struck-off company to the register (see para [15]). The subsection identifies eligible applicants, including a person with a potential legal claim and another person appearing to have an interest (see para [15]).

1 more judgment, and what each says about section 1029, are in the case-law panel in the full Act.

Explanatory note

1279.The section sets out that an application may be made for the restoration of companies which have been dissolved, are deemed to be dissolved, or have been struck off under the various provisions set out in subsection ( 1). Subsection ( 2) sets out the persons who may make such an application.

All the explanatory notes for the Act

Amendments and notes

3 notes from legislation.gov.uk

Amendments

  1. F1325Word in s. 1029(1)(c)(i) omitted (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 virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 70(6)(a), 219(1)(2)(b); S.I. 2025/349, reg. 2(c) text omitted prospectively or the amendment may be in effect for limited purposes, see the commentary.
  2. F1326S. 1029(1)(c)(ia) inserted (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(6)(b), 219(1)(2)(b); S.I. 2025/349, reg. 2(c) text inserted prospectively or the amendment may be in effect for limited purposes, see the commentary.

Modifications

  1. C1421Ss. 1029-1032 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 57 (with Sch. 1 paras. 24, 25, 34, 35)