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680 | Disqualification orders: consequential amendments |
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In section 8(1A)(b)(i) of the Company Directors Disqualification Act 1986 |
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(c. 46) (disqualification after investigation of company: meaning of |
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“investigative material”)— |
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(a) | after “section” insert “437, 446E,”, and |
| 5 |
(b) | after “448” insert “, 451A”. |
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Dissolution and restoration to the register |
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681 | Voluntary striking off: extension to public companies |
| 10 |
In section 652A of the Companies Act 1985 (c. 6) (power of registrar to strike |
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private company off register on application)— |
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(a) | in the heading to the section, and |
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| 15 |
Crown disclaimer of property |
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682 | Time for making Crown disclaimer of property vesting as bona vacantia |
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In section 656 of the Companies Act 1985 (Crown disclaimer of property |
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vesting as bona vacantia), for subsections (3) and (4) (time within which notice |
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of disclaimer must be executed) substitute— |
| 20 |
“(3) | A notice of disclaimer must be executed within three years after— |
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(a) | the date on which the fact that the property may have vested in |
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the Crown under section 654 first comes to the notice of the |
| |
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(b) | if ownership of the property is not established at that date, the |
| 25 |
end of the period reasonably necessary for the Crown |
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representative to establish the ownership of the property. |
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(3A) | If an application in writing is made to the Crown representative by a |
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person interested in the property requiring him to decide whether he |
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will or will not disclaim, any notice of disclaimer must be executed |
| 30 |
within twelve months after the making of the application or such |
| |
further period as may be allowed by the court. |
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(3B) | A notice of disclaimer under this section is of no effect if it is shown to |
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have been executed after the end of the period specified by subsection |
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|
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|
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Administrative restoration to the register |
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683 | Application for administrative restoration to the register |
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(1) | An application may be made to the registrar to restore to the register a |
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company that has been struck off the register under section 652 of the |
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Companies Act 1985 (c. 6) (power of registrar to strike off defunct company). |
| 5 |
(2) | An application under this section may be made whether or not the company |
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has in consequence also been dissolved (see section 652(5)). |
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(3) | An application under this section may only be made by a former director or |
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former member of the company. |
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(4) | An application under this section may not be made after the end of the period |
| 10 |
of six years from the date of the dissolution of the company. |
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| For this purpose an application is made when it is received by the registrar. |
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684 | Requirements for administrative restoration |
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(1) | On an application under section 683 the registrar shall restore the company to |
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the register if, and only if, the following conditions are met. |
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(2) | The first condition is that the company was carrying on business or in |
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operation at the time of its striking off. |
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(3) | The second condition is that, if any property or right previously vested in or |
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held on trust for the company has vested as bona vacantia, the Crown |
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representative has signified to the registrar in writing consent to the |
| 20 |
company’s restoration to the register. |
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(4) | It is the applicant’s responsibility to obtain that consent and to pay any costs |
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(in Scotland, expenses) of the Crown representative— |
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(a) | in dealing with the property during the period of dissolution, or |
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(b) | in connection with the proceedings on the application, |
| 25 |
| that may be demanded as a condition of giving consent. |
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(5) | The third condition is that the applicant has— |
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(a) | delivered to the registrar such documents relating to the company as |
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are necessary to bring up to date the records kept by the registrar, and |
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(b) | paid any penalties under section 437 or corresponding earlier |
| 30 |
provisions (civil penalty for failure to deliver accounts) that were |
| |
outstanding at the date of dissolution or striking off. |
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(6) | In this section the “Crown representative” means— |
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(a) | in relation to property vested in the Duchy of Lancaster, the Solicitor to |
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(b) | in relation to property vested in the Duke of Cornwall, the Solicitor to |
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(c) | in relation to property in Scotland, the Queen’s and Lord Treasurer’s |
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(d) | in relation to other property, the Treasury Solicitor. |
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|
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|
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685 | Application to be accompanied by statement of compliance |
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(1) | An application under section 683 (application for administrative restoration to |
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the register) must be accompanied by a statement of compliance. |
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(2) | The statement of compliance required is a statement— |
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(a) | that the person making the application has standing to apply (see |
| 5 |
subsection (3) of that section), and |
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(b) | that the requirements for administrative restoration (see section 684) |
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(3) | The registrar may accept the statement of compliance as sufficient evidence of |
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686 | Registrar’s decision on application for administrative restoration |
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(1) | The registrar must give notice to the applicant of the decision on an application |
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under section 683 (application for administrative restoration to the register). |
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(2) | If the decision is that the company should be restored to the register, the |
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restoration takes effect as from the date that notice is sent. |
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(3) | In the case of such a decision, the registrar must— |
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(a) | enter on the register a note of the date as from which the company’s |
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restoration to the register takes effect, and |
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(b) | cause notice of the restoration to be published— |
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(ii) | in accordance with section 769 (alternative means of giving |
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(4) | The notice under subsection (3)(b) must state— |
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(a) | the name of the company or, if the company is restored to the register |
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under a different name, that name and its former name, |
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(b) | the company’s registered number, and |
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(c) | the date as from which the restoration of the company to the register |
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687 | Effect of administrative restoration |
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(1) | The general effect of administrative restoration to the register is that the |
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company is deemed to have continued in existence as if it had not been |
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dissolved or struck off the register. |
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(2) | The company is not liable to a penalty under section 437 or any corresponding |
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earlier provision (civil penalty for failure to deliver accounts) for a financial |
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year in relation to which the period for filing accounts and reports ended— |
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(a) | after the date of dissolution or striking off, and |
| |
(b) | before the restoration of the company to the register. |
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(3) | The court may give such directions and make such provision as seems just for |
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placing the company and all other persons in the same position (as nearly as |
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may be) as if the company had not been dissolved or struck off the register. |
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(4) | An application to the court for such directions or provision may be made any |
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time within three years after the date of restoration of the company to the |
| |
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|
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|
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|
Restoration to the register by the court |
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688 | Application to court for restoration to the register |
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(1) | An application may be made to the court to restore to the register a company— |
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(a) | that has been dissolved under Chapter 4 of Part 9 of the Insolvency Act |
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1986 (c. 45) or Chapter 9 of Part 5 of the Insolvency (Northern Ireland) |
| 5 |
Order 1989 (S.I. 1989/2405 (N.I. 19)) (dissolution of company after |
| |
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(b) | that is deemed to have been dissolved under paragraph 84(6) of |
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Schedule B1 to the Insolvency Act 1986 or paragraph 85(6) of Schedule |
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B1 to the Insolvency (Northern Ireland) Order 1989 (dissolution of |
| 10 |
company following administration), or |
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(c) | that has been struck off the register— |
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(i) | under section 652 of the Companies Act 1985 (c. 6) (power of |
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registrar to strike off defunct company), or |
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(ii) | under section 652A of that Act (voluntary striking off), |
| 15 |
| whether or not the company has in consequence also been dissolved |
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(see section 652(5) or 652A(5)). |
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(2) | An application under this section may be made by— |
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(a) | the Secretary of State, |
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(b) | any former director of the company, |
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(c) | any person having an interest in land in which the company had a |
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superior or derivative interest, |
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(d) | any person having an interest in land or other property— |
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(i) | that was subject to rights vested in the company, or |
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(ii) | that was benefited by obligations owed by the company, |
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(e) | any person who but for the company’s dissolution would have been in |
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a contractual relationship with it, |
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(f) | any person with a potential legal claim against the company, |
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(g) | any manager or trustee of a pension fund established for the benefit of |
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employees of the company, |
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(h) | any former member of the company (or the personal representatives of |
| |
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(i) | any person who was a creditor of the company at the time of its striking |
| |
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(j) | any former liquidator of the company, |
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(k) | where the company was struck off the register under section 652A of |
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the Companies Act 1985, any person of a description specified by |
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regulations under section 652B(6)(f) or 652C(2)(f) of that Act (persons |
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entitled to notice of application for voluntary striking off), |
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| or by any other person appearing to the court to have an interest in the matter. |
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689 | When application to the court may be made |
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(1) | An application to the court for restoration of a company to the register may be |
| |
made at any time for the purpose of bringing proceedings against the company |
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for damages for personal injury. |
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|
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|
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|
(2) | No order shall be made on such an application if it appears to the court that the |
| |
proceedings would fail by virtue of any enactment as to the time within which |
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proceedings must be brought. |
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(3) | In making that decision the court must have regard to its power under section |
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691(3) (power to give consequential directions etc) to direct that the period |
| 5 |
between the dissolution (or striking off) of the company and the making of the |
| |
order is not to count for the purposes of any such enactment. |
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(4) | In any other case an application to the court for restoration of a company to the |
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register may not be made after the end of the period of six years from the date |
| |
of the dissolution of the company, subject as follows. |
| 10 |
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(a) | the company has been struck off the register under section 652 of the |
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Companies Act 1985 (c. 6) (power of registrar to strike off defunct |
| |
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(b) | an application to the registrar has been made under section 683 |
| 15 |
(application for administrative restoration to the register) within the |
| |
time allowed for making such an application, and |
| |
(c) | the registrar has refused the application, |
| |
| an application to the court under this section may be made within 28 days of |
| |
notice of the registrar’s decision being issued by the registrar, even if the period |
| 20 |
of six years mentioned in subsection (4) above has expired. |
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(6) | For the purposes of this section— |
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(a) | “personal injury” includes any disease and any impairment of a |
| |
person’s physical or mental condition; and |
| |
(b) | references to damages for personal injury include— |
| 25 |
(i) | any sum claimed by virtue of section 1(2)(c) of the Law Reform |
| |
(Miscellaneous Provisions) Act 1934 (c. 41) or section 14(2)(c) of |
| |
the Law Reform (Miscellaneous Provisions) Act (Northern |
| |
Ireland) 1937 (1937 c. 9 (N.I.)) (funeral expenses)), and |
| |
(ii) | damages under the Fatal Accidents Act 1976 (c. 30), the |
| 30 |
Damages (Scotland) Act 1976 (c. 13) or the Fatal Accidents |
| |
(Northern Ireland) Order 1977 (S.I. 1977/1251 (N.I. 18)). |
| |
690 | Decision on application for restoration by the court |
| |
(1) | On an application under section 688 the court may order the restoration of the |
| |
| 35 |
(a) | if the company was struck off the register under section 652 of the |
| |
Companies Act 1985 (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; |
| |
(b) | if the company was struck off the register under section 652A of that |
| 40 |
Act (voluntary striking off) and any of the requirements of section 652B |
| |
or 652C of that Act was not complied with; |
| |
(c) | if in any other case the court considers it just to do so. |
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(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. |
| 45 |
(3) | The registrar must cause to be published— |
| |
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|
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|
| |
|
(b) | in accordance with section 769 (alternative means of giving notice), |
| |
| 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, that name and its former name, |
| 5 |
(b) | the company’s registered number, and |
| |
(c) | the date on which the restoration took effect. |
| |
691 | Effect of court order for 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 |
| 10 |
dissolved or struck off the register. |
| |
(2) | The company is not liable to a penalty under section 437 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 |
| 15 |
(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— |
| 20 |
(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 |
| |
| 25 |
(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. |
| 30 |
(5) | In this section the “Crown representative” means— |
| |
(a) | in relation to property vested in the Duchy of Lancaster, the Solicitor to |
| |
| |
(b) | in relation to property vested in the Duke of Cornwall, the Solicitor to |
| |
| 35 |
(c) | in relation to property in Scotland, the Queen’s and Lord Treasurer’s |
| |
| |
(d) | in relation to other property, the Treasury Solicitor. |
| |
Restoration to the register: supplementary provisions |
| |
692 | Company’s name on restoration |
| 40 |
(1) | A company is restored to the register with the name it had before it was |
| |
dissolved or struck off the register, subject to the following provisions. |
| |
|
| |
|
| |
|
(2) | If at the date of restoration the company could not be registered under its |
| |
former name without contravening section 67 (name not to be the same as |
| |
another in the registrar’s index of company names), it must be restored to the |
| |
| |
(a) | under another name specified— |
| 5 |
(i) | in the case of administrative restoration, in the application to |
| |
| |
(ii) | in the case of restoration under a court order, in the court’s |
| |
| |
(b) | as if its registered number was also its name. |
| 10 |
| References to a company’s being registered in a name and to registration, in |
| |
that context, shall be read as including the company’s being restored to the |
| |
| |
(3) | If a company is restored to the register under a name specified in the |
| |
application to the registrar, the provisions of— |
| 15 |
section 80 (change of name: registration and issue of new certificate of |
| |
| |
section 81 (change of name: effect), |
| |
| apply as if the application to the registrar were notice of a change of name. |
| |
(4) | If a company is restored to the register under a name specified in the court’s |
| 20 |
order, the provisions of— |
| |
section 80 (change of name: registration and issue of new certificate of |
| |
| |
section 81 (change of name: effect), |
| |
| apply as if the copy of the court order delivered to the registrar were notice of |
| 25 |
| |
(5) | If the company is restored to the register as if its registered number was also its |
| |
| |
(a) | the company must change its name within 14 days after the date of the |
| |
| 30 |
(b) | the change may be made by resolution of the directors (without |
| |
prejudice to any other method of changing the company’s name), |
| |
(c) | the company must give notice to the registrar of the change, and |
| |
(d) | sections 80 and 81 apply as regards the registration and effect of the |
| |
| 35 |
(6) | If the company fails to comply with subsection (5)(a) or (c) an offence is |
| |
| |
| |
(b) | every officer of the company who is in default. |
| |
(7) | A person guilty of an offence under subsection (6) is liable on summary |
| 40 |
conviction to a fine not exceeding level 5 on the standard scale and, for |
| |
continued contravention, to a daily default fine not exceeding one-tenth of |
| |
level 5 on the standard scale. |
| |
693 | Restoration to the register: other amendments |
| |
(1) | In section 654 of the Companies Act 1985 (c. 6) (property of dissolved company |
| 45 |
to be bona vacantia), in subsection (2) for “any order made by the court under |
| |
|
| |
|