Companies Act 2006, section 1032

Effect of court order for restoration to the register

Part 31 Dissolution and restoration to the register

(1)The general effect of an order by the court for 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)The court may also give directions as to—

(a)the delivery to the registrar of such documents relating to the company as are necessary to bring up to date the records kept by the registrar,

(b)the payment of the costs (in Scotland, expenses) of the registrar in connection with the proceedings for the restoration of the company to the register,

(c)where any property or right previously vested in or held on trust for the company has vested as bona vacantia, the payment of the costs (in Scotland, expenses) of the Crown representative—

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

(ii)in connection with the proceedings on the application.

(5) 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 1032 in the full Act → Definitions (5) Cases (30)

Definitions used in section 1032

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
period for filing

This is referred to in the Companies Acts as the “period for filing” those accounts and reports.

Defined in s.442(1) · 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

Cases considering section 1032 (30)

Bilta (UK) Ltd (in liquidation) and others v Tradition Financial Services Ltd

[2025] UKSC 18 · 7 May 2025Interprets

Restoration deems only that the company continued in existence as if never dissolved or struck off. It does not deem that the company had, or lacked, directors or liquidators; those are not inevitable consequences of continued existence. (see paras [78]–[82]) The court may make directions to restore the company and others as nearly as possible to their pre-dissolution position. A limitation direction overriding the statutory regime is exceptional; none was sought here. (see paras [70]; [75]–[77])

Tradition Financial Services Ltd v Bilta (UK) Ltd & Ors

[2023] EWCA Civ 112 · 10 February 2023Interprets

Deemed continued existence extends to inevitable consequences of the fiction. It does not deem former directors, competent substitute directors, or an absence of directors to have persisted during dissolution. (see paras [129]–[143]; [150]–[151]) A restoration direction may address limitation only where dissolution caused the failure to pursue the claim. The counterfactual is determined by evidence on the balance of probabilities, and relief cannot improve the applicant’s position beyond that existing without dissolution. (see paras [144]–[151])

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

[2020] EWCA Civ 759 · 16 June 2020Interprets

The provision has the same relevant character as section 1028(3). Applications for its restorative directions are arbitrable, although prior court restoration may cause procedural complexity and third-party effects may limit arbitral relief (see paras [59]-[65]).

10 more judgments, and what each says about section 1032, are in the case-law panel in the full Act.

Explanatory note

1283.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 the court may make such directions as are 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. The court may also make directions as to the issues set out in subsection ( 4) to do with the company’s file at Companies House and costs.

All the explanatory notes for the Act

Amendments and notes

1 notes from legislation.gov.uk

Modifications

  1. C1424Ss. 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)