Companies Act 2006, section 1031

Decision on application for restoration by the court

Part 31 Dissolution and restoration to the register

(1)On an application under section 1029 the court may order the restoration of the company to the register—

(a)if the company was struck off the register under section 1000 or 1001 (power of registrar to strike off defunct companies) and the company was, at the time of the striking off, carrying on business or in operation;

[F1331 (aa)if the company was struck off the register under section 1002A (power of registrar to strike off company registered on false basis) and the court considers that, at the time of the striking off, the registrar did not have reasonable cause to believe the matter set out in section 1002A(1)(a) or (b);F1331]

(b)if the company was struck off the register under section 1003 (voluntary striking off) and any of the requirements of sections 1004 to 1009 was not complied with;

(c)if in any [F1332case (including a case falling within paragraph (a), (aa) or (b))F1332] the court considers it just to do so.

(2)If the court orders restoration of the company to the register, the restoration takes effect on a copy of the court's order being delivered to the registrar.

(3)The registrar must cause to be published in the Gazette notice of the restoration of the company to the register.

(4)The notice must state—

(a)the name of the company or, if the company is restored to the register under a different name (see section 1033), that name and its former name,

(b)the company's registered number, and

(c)the date on which the restoration took effect.

Read section 1031 in the full Act → Definitions (5) Cases (8)

Definitions used in section 1031

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
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 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
the Gazette

“the Gazette” means—

(a)

as respects companies registered in England and Wales, the London Gazette,

(b)

as respects companies registered in Scotland, the Edinburgh Gazette, and

(c)

as respects companies registered in Northern Ireland, the Belfast Gazette;

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

Cases considering section 1031 (8)

Fakhry v Pagden & Anor

[2020] EWCA Civ 1207 · 15 September 2020

The provision makes justice the criterion for ordering restoration. The court held that members’ views were a material consideration in applying that criterion in the circumstances (see paras [36]; [80]-[94]).

A & Anor v The Registrar of Companies

[2024] EWHC 3255 (Ch) · 20 December 2024

The court applied the restoration discretion by reference to the statutory purpose and held that a potential overlooked claim could justify restoration even where its ultimate value remained uncertain (see paras [19]-[25]). Restoration was just under the general provision because the LLP appeared to have an overlooked potential claim capable of generating recoveries for distribution (see para [25]).

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

[2018] EWHC 1306 (Ch) · 25 May 2018

The gateway requires the LLP to have been carrying on business or in operation when struck off. The court rejected reliance on this gateway because Infund was dormant (see paras [170]–[171]). The court may restore an LLP where it considers it just to do so. Applying the restoration principles, the court refused restoration because the administrative restoration had been procured by fraud and the proposed Mexican claim was shadowy (see paras [171]–[182]).

What each judgment says about section 1031 is in the case-law panel in the full Act.

Explanatory note

1282.This section sets out the circumstances in which the court may order restoration (including any case in which the court considers it just to do so) and provides that restoration takes effect when the court’s order is delivered to the registrar. It also requires the registrar to give appropriate public notice of the restoration.

All the explanatory notes for the Act

Amendments and notes

3 notes from legislation.gov.uk

Amendments

  1. F1331S. 1031(1)(aa) 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(8)(a), 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.
  2. F1332Words in s. 1031(1)(c) 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(8)(b), 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.

Modifications

  1. C1423Ss. 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)