Company administrative restoration

These guidelines give you information about requesting the King's and Lord’s Treasurer’s Remembrancer’s (KLTR) consent to administratively restore a company to the Company Register.  These are simple guidelines and cannot cover every circumstance. The right to vary or depart from these Guidelines at any time without notice is expressly reserved.

Please note that Companies House and not this office deals with the actual applications for administrative restoration. Their guidelines are available at Companies House Website.
 
We are not permitted to give you legal advice, so you should consider instructing your own solicitor or taking your own independent specialist advice, if you have not already done so. If you employ a solicitor or an accountant to act on your behalf, please quote their name, address and reference in all correspondence to us, and show them a copy of these Guidelines.

When a company is dissolved, all its property and rights (but not liabilities) vest in the Crown as bona vacantia under section 1012 of the Companies Act 2006 (or the corresponding provisions of earlier legislation). The practical effect of this is that if the company owned any property or rights at the time of its dissolution you will require the Crown’s representative’s consent. The procedure for obtaining consent is set out below.
 
As part of the process, where any property or right of the company has vested in the Crown as bona vacantia, applicants must obtain the Crown representative’s written consent to the restoration of the company. Applicants must also pay the Crown representative’s costs of dealing with the application for restoration and with dealing with any property of the company. The Crown’s representative is entitled to these costs as a condition of providing such a letter.

Before applying for a letter of consent from the KLTR please make sure you can answer ‘yes’ to the following questions:
 
1. Has the company actually been dissolved?
 
Companies are initially struck off the register and are only dissolved after a certain period of time has elapsed – usually around five days. Companies House can confirm if the company has been dissolved or is only struck off.
 
If you have made your application for administrative restoration after the company was struck off but before it was dissolved you do not require a letter of consent from the Crown’s representative and so you should not in that circumstance make an application to this office.

2. Was the company compulsorily struck off?

Please note we will only deal with applications for consent  where the company was struck off under sections 1000 or 1001 of the Companies Act 2006. Where the company was dissolved by other means, e.g. following a voluntary striking off under section 1003, you will need to consider the possibility of restoration via the courts.
 
3. Is the property in Scotland?
 
The KLTR is the Crown’s representative where the company had property in Scotland at the point of its dissolution. In relation to bank accounts, or other sums of money due to the company, the KLTR will be the Crown’s representative where the last registered address of the company was in Scotland. Check the last registered address of the company. If the last registered office was not in Scotland and the only property is a bank account or other sum of money due to the company the KLTR will not be able to assist with your enquiry.
 
If property in England/Wales is in view you should instead contact The Treasury Solicitor’s Office. Their details and procedures re Administrative Restoration can be found on the Bona Vacantia website. (NB. Do not use forms from the Bona Vacantia website for applying for KLTR's consent. The form for remitting a request to the KLTR is at the end of this guidance).

Please note that you will require to pay our fee for dealing with your application for a letter of consent. The fee amount is £100, and no VAT applies to this cost. Payment can be made via electronic banking. Upon receipt of your completed application form, we will provide our bank details.

The completed form should be emailed to enquiries@kltr.gov.uk.

In the event that KLTR has not dealt with any assets of the company no further costs will ordinarily be payable. However, where the KLTR has dealt with any of the company’s property, we will require our full costs of dealing with those assets to be paid before providing our consent.
 
In cases where we incur additional costs in dealing with the application for a letter of consent, we will require our full costs of dealing with the application before we provide the consent letter. In either case, we will provide you with a schedule of costs.
 
Please note that the KLTR’s provision of a letter of consent does not guarantee that any application for administrative restoration is eligible or will be successful. It only indicates that we do not have any outstanding costs in relation to the company. It is your responsibility to ensure that you meet the criteria for administrative restoration and you should consider taking independent legal advice about this.

On receipt of your completed application form, so long as the KLTR does not have other costs in dealing with other property of the company:

• We will record your enquiry and email you our bank details.
• We will also provide you with a unique reference number which must be used on your bank transfer payment. NB.  If the unique reference number is not used, we will be unable to apply the funds and therefore they will be returned to the account they were remitted from.

Once we receive your payment, we will normally issue the letter of consent up to 14 days of receiving your payment.

If you require information which is not covered in these guidelines please email us at enquiries@kltr.gov.uk