House of Commons portcullis
House of Commons
Session 2005 - 06
Internet Publications
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—

20

“(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,

25

   

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

20

(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,

20

(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,

25

(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—

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

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.

35

(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

 
 

 
previous section contents continue
 
House of Commons home page Houses of Parliament home page House of Lords home page search page enquiries

© Parliamentary copyright 2006
Revised 26 May 2006