Company striking off, dissolution and restoration

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What is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as including:•the company’s articles of...

Practice notes

Shareholder resolutions

The agreement of the members of a company is required to make certain changes to a company, such as amending its constitution, name or share capital,...

9th Nov

In-house

Practice notes

Declaration of a director's interests—the statutory provisions

A director who is in any way, directly or indirectly, interested in:•a proposed transaction or arrangement with the company of which they are a...

9th Nov

Practice notes

Insider lists

This Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope of the...

9th Nov

Practice notes

The effect of a private company redemption of shares, including post-redemption steps

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...

9th Nov

Practice notes

Unregistered companies

What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...

9th Nov

In-house

Practice notes

Amending the articles of association

This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA...

9th Nov

Practice notes

Class rights and variation of class rights

A company having a share capital may have separate classes of shares. As a general rule, a type of share will form a separate class from other shares...

9th Nov

In-house

Practice notes

Protection of minority members—a quick guide

A minority member in a company does not have much power to influence its management or any majority member(s) and, therefore, sometimes their...

9th Nov

Practice notes

Drafting and negotiating ancillary documents in a share purchase transaction

This Practice Note is part of the Share purchase transaction toolkit.In order to effect all aspects of the transaction, each share purchase...

9th Nov

Practice notes

Demergers—an introduction for corporate lawyers

A demerger is a transaction whereby a business carried on by a company within a group is taken out of that group and run under separate management but...

9th Nov

Practice notes

Issues arising where there is split exchange and completion—share and asset purchases

This Practice Note describes the legal issues that may arise where there is a gap in time between exchange/signing (at which time the share purchase...

9th Nov

Practice notes

Sub-division and consolidation of shares

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...

9th Nov

Practice notes

Directors’ decision-making—written resolutions and decisions by sole directors

This Practice Note outlines the written resolution method directors may adopt to take decisions instead of holding board meetings. It also considers...

9th Nov

In-house

Practice notes

Changes in share capital—accounting treatment

It is a fundamental rule of English company law that a limited company having a share capital must maintain that capital. This capital maintenance...

Produced in partnership with Tessa Park of Moore Kingston Smith 9th Nov

Precedents

Exclusivity letter—private M&A—share purchase

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...

9th Nov

Precedents

Letter—consent to act as a director

The [Secretary OR Directors][insert company name][insert company address][Insert date]Dear [[insert name] OR Company Secretary]Re: [insert company...

9th Nov

Most recent Company striking off, dissolution and restoration content

Precedents

Witness statement of claimant—restoration of company

Filed on behalf of the ClaimantWitness statement of [insert name] of [insert name of claimant]Number of witness statement: [First]Exhibit numbers:...

5th Nov

Precedents

Application to court to restore a company to the register—contents of part 8 claim form

No. [insert] of [insert]In the high court of justiceBUSINESS AND PROPERTY COURTS FOR ENGLAND AND WALESINSOLVENCY AND COMPANIES LIST (ChD)Companies...

5th Nov

Precedents

Board minutes of company following restoration to the register (by court order or administrative restoration)

Company number:[insert company number][insert company name][LIMITED OR PLC]Minutes of a meeting of the board of directors (the Meeting) of [insert...

5th Nov

Q&As

Do the English property and assets of a dissolved overseas company pass to the Crown as bona vacantia?

When a company registered in England and Wales is dissolved, all property and rights vested in or held on trust for it (including leasehold property)...

5th Nov

Q&As

What do I need to consider if seeking to serve a claim form on a dissolved company?

Companies Act 2006 considerationsA dissolved corporate body ceases to have a legal identity. This clearly raises an issue if seeking to commence...

2nd Nov

Precedents

Board minutes approving striking off and dissolution

Company number: [insert number][insert company name] [LTD OR PLC]Minutes of a meeting of the board of directors (the Meeting) of [insert full name of...

19th Oct

Precedents

Letter to interested parties enclosing copy of application

[Name and address of recipient]Date: [insert date]Dear [Members OR Organisation name OR Directors OR Individual name][insert company name][LTD OR...

19th Oct

Practice notes

Company restoration—restoration by court order

Why restore a company to the register?When a company has been struck off it may be possible for an interested person to make an application to the...

19th Oct

Practice notes

Voluntary striking off and dissolution

Coronavirus (COVID-19): Following the COVID-19 outbreak, some Companies House filing and other administrative procedures have been temporarily...

14th Oct

Q&As

In circumstances where a company cannot be restored because the six-year period has expired, is there a way in which a chose in action can be acquired from the Crown?

When a company registered in England and Wales is dissolved while it still owns or has an interest in a property, that property will be deemed bona...

12th Oct

Q&As

Can a company be voluntarily dissolved if there is any unpaid share capital outstanding?

If a company is dissolved while it still owns or has an interest in property, that property will be deemed to be bona vacantia (meaning that it is...

9th Oct

Q&As

Is a company permitted to make a voluntary strike off application if its profit and loss account shows a loss because of undistributed share capital?

The Companies Act 2006 (CA 2006) contains provisions for a company's directors to apply to Companies House to be struck off the register of companies...

9th Oct

Q&As

What does Companies House do with the records of dissolved companies?

Following the government’s response to the Corporate Transparency and Register Reform consultation in September 2020, Companies House has stopped...

30th Sep

Q&As

Who can object to a company being struck off the register by the registrar?

The Registrar of Companies has power to take steps to strike off a company if he has reasonable cause to believe that a company is not carrying on...

29th Sep

Q&As

Can a company that has re-registered as a private company in the last three months make an application for voluntary striking off?

You have asked whether the fact that a company has changed its name from 'X plc' to 'X' Ltd' on its re-registration as a private company under section...

28th Sep

Q&As

A company is seeking a restoration to Companies House under section 1029 of the Companies Act 2006. What is the proscribed form of undertaking required by the Treasury Solicitor?

BackgroundSection 1029 of the Companies Act 2006 (CA 2006) deals with the restoration of a company to the company’s register by the court. The court...

28th Sep

Q&As

A shareholder in a 50:50 joint-owned limited company has discovered that the company has been struck-off and dissolved by the Registrar pursuant to CA 2006, s 1000. What will have happened to the assets of the company and the liabilities owed to the shareholder?

Striking-off by the Registrar of Companies—processThe Registrar has power to strike-off a company if they have reasonable cause to believe that the...

28th Sep

Q&As

Can a company struck off pursuant to sections 652 and 652A of the Companies Act 1985 be restored to the register?

A company may be restored to the register:•by the administrative restoration procedure, and•by court orderThe administrative restoration procedure was...

28th Sep

Q&As