Company Law Reform Bill [HL]

House of Commons

Session 2005 - 06
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Other Bills before Parliament

Company Law Reform Bill [HL]

Company Law Reform Bill [HL]
Part 26 — Dissolution and restoration to the register
337

680
Disqualification orders: consequential amendments
In section 8(1A)(b)(i) of the Company Directors Disqualification Act 1986
(c. 46) (disqualification after investigation of company: meaning of
“investigative material”)—
(a)
after “section” insert “437, 446E,”, and
5
(b)
after “448” insert “, 451A”.
Part 26
Dissolution and restoration to the register
Voluntary striking off
681
Voluntary striking off: extension to public companies
10
In section 652A of the Companies Act 1985 (c. 6) (power of registrar to strike
private company off register on application)—
(a)
in the heading to the section, and
(b)
in subsection (1),
omit the word “private”.
15
Crown disclaimer of property
682
Time for making Crown disclaimer of property vesting as bona vacantia
In section 656 of the Companies Act 1985 (Crown disclaimer of property
vesting as bona vacantia), for subsections (3) and (4) (time within which notice
of disclaimer must be executed) substitute—
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“(3)
A notice of disclaimer must be executed within three years after—
(a)
the date on which the fact that the property may have vested in
the Crown under section 654 first comes to the notice of the
Crown representative, or
(b)
if ownership of the property is not established at that date, the
25
end of the period reasonably necessary for the Crown
representative to establish the ownership of the property.
(3A)
If an application in writing is made to the Crown representative by a
person interested in the property requiring him to decide whether he
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.
(3B)
A notice of disclaimer under this section is of no effect if it is shown to
have been executed after the end of the period specified by subsection
(3) or (3A).”.
35

Company Law Reform Bill [HL]
Part 26 — Dissolution and restoration to the register
338

Administrative restoration to the register
683
Application for administrative restoration to the register
(1)
An application may be made to the registrar to restore to the register a
company that has been struck off the register under section 652 of the
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
has in consequence also been dissolved (see section 652(5)).
(3)
An application under this section may only be made by a former director or
former member of the company.
(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.

For this purpose an application is made when it is received by the registrar.
684
Requirements for administrative restoration
(1)
On an application under section 683 the registrar shall restore the company to
the register if, and only if, the following conditions are met.
15
(2)
The first condition is that the company was carrying on business or in
operation at the time of its striking off.
(3)
The second condition is that, if any property or right previously vested in or
held on trust for the company has vested as bona vacantia, the Crown
representative has signified to the registrar in writing consent to the
20
company’s restoration to the register.
(4)
It is the applicant’s responsibility to obtain that consent and to pay any costs
(in Scotland, expenses) of the Crown representative—
(a)
in dealing with the property during the period of dissolution, or
(b)
in connection with the proceedings on the application,
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that may be demanded as a condition of giving consent.
(5)
The third condition is that the applicant has—
(a)
delivered to the registrar such documents relating to the company as
are necessary to bring up to date the records kept by the registrar, and
(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.
(6)
In this section the “Crown representative” means—
(a)
in relation to property vested in the Duchy of Lancaster, the Solicitor to
that Duchy;
35
(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.
40

Company Law Reform Bill [HL]
Part 26 — Dissolution and restoration to the register
339

685
Application to be accompanied by statement of compliance
(1)
An application under section 683 (application for administrative restoration to
the register) must be accompanied by a statement of compliance.
(2)
The statement of compliance required is a statement—
(a)
that the person making the application has standing to apply (see
5
subsection (3) of that section), and
(b)
that the requirements for administrative restoration (see section 684)
are met.
(3)
The registrar may accept the statement of compliance as sufficient evidence of
those matters.
10
686
Registrar’s decision on application for administrative restoration
(1)
The registrar must give notice to the applicant of the decision on an application
under section 683 (application for administrative restoration to the register).
(2)
If the decision is that the company should be restored to the register, the
restoration takes effect as from the date that notice is sent.
15
(3)
In the case of such a decision, the registrar must—
(a)
enter on the register a note of the date as from which the company’s
restoration to the register takes effect, and
(b)
cause notice of the restoration to be published—
(i)
in the Gazette, or
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(ii)
in accordance with section 769 (alternative means of giving
notice).
(4)
The notice under subsection (3)(b) 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,
25
(b)
the company’s registered number, and
(c)
the date as from which the restoration of the company to the register
takes effect.
687
Effect of administrative restoration
(1)
The general effect of administrative restoration to the register is that the
30
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 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—
35
(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.
40
(4)
An application to the court for such directions or provision may be made any
time within three years after the date of restoration of the company to the
register.

Company Law Reform Bill [HL]
Part 26 — Dissolution and restoration to the register
340

Restoration to the register by the court
688
Application to court for 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 4 of Part 9 of the Insolvency Act
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
winding up),
(b)
that is deemed to have been dissolved under paragraph 84(6) of
Schedule B1 to the Insolvency Act 1986 or paragraph 85(6) of Schedule
B1 to the Insolvency (Northern Ireland) Order 1989 (dissolution of
10
company following administration), or
(c)
that has been struck off the register—
(i)
under section 652 of the Companies Act 1985 (c. 6) (power of
registrar to strike off defunct company), or
(ii)
under section 652A of that Act (voluntary striking off),
15

whether or not the company has in consequence also been dissolved
(see section 652(5) or 652A(5)).
(2)
An application under this section may be made by—
(a)
the Secretary of State,
(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
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,
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(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,
30
(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,
35
(k)
where the company was struck off the register under section 652A of
the Companies Act 1985, any person of a description specified by
regulations under section 652B(6)(f) or 652C(2)(f) of that Act (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.
40
689
When application to the court may be made
(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
for damages for personal injury.

Company Law Reform Bill [HL]
Part 26 — Dissolution and restoration to the register
341

(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
proceedings must be brought.
(3)
In making that decision the court must have regard to its power under section
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.
(4)
In any other case an application to the court for restoration of a company to the
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
(5)
In a case where—
(a)
the company has been struck off the register under section 652 of the
Companies Act 1985 (c. 6) (power of registrar to strike off defunct
company),
(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.
(6)
For the purposes of this section—
(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—
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(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
company to the register—
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.
(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—
(a)
in the Gazette, or

Company Law Reform Bill [HL]
Part 26 — Dissolution and restoration to the register
342

(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
the register,
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
that Duchy;
(b)
in relation to property vested in the Duke of Cornwall, the Solicitor to
the Duchy of Cornwall;
35
(c)
in relation to property in Scotland, the Queen’s and Lord Treasurer’s
Remembrancer;
(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.

Company Law Reform Bill [HL]
Part 26 — Dissolution and restoration to the register
343

(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
register—
(a)
under another name specified—
5
(i)
in the case of administrative restoration, in the application to
the registrar, or
(ii)
in the case of restoration under a court order, in the court’s
order, or
(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
register.
(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
incorporation), and
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
incorporation), and
section 81 (change of name: effect),

apply as if the copy of the court order delivered to the registrar were notice of
25
a change a name.
(5)
If the company is restored to the register as if its registered number was also its
name—
(a)
the company must change its name within 14 days after the date of the
restoration,
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
change.
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(6)
If the company fails to comply with subsection (5)(a) or (c) an offence is
committed by—
(a)
the company, and
(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