Company Restoration for Overseas Directors
Company Compliance
Published: 3/23/2026
If your UK company has been struck off and dissolved, company restoration is the legal process that may put it back on the Companies House register. For overseas directors, restoration often becomes urgent when bank funds are frozen, contracts need enforcing, property or intellectual property is involved, or the company was dissolved before overdue filings were corrected. The route depends mainly on how the company was struck off, who is applying, and how long ago dissolution happened.
For overseas directors, company restoration is usually part of a wider company compliance project rather than a standalone form submission. In broad terms, there are 2 routes: administrative restoration through Companies House, or restoration by court order. The right route usually depends on whether the company was struck off by the registrar or voluntarily struck off, whether the applicant is a former director or shareholder, whether the company was carrying on business or in operation at the time of dissolution, and whether the relevant statutory time limit is still open.
Once restored, the company is generally treated in law as if it had continued in existence and had not been dissolved or struck off. That is why restoration matters so much where assets, litigation, creditor claims, contracts, or unfinished filings are involved. In practice, many overseas directors need to deal with restoration alongside annual accounts filing, confirmation statements, registered office address issues, and ongoing good standing work.
What company restoration actually means
Company restoration applies after a company has already been dissolved and removed from the register. It is not the same as objecting to a pending strike-off notice or withdrawing a strike-off application before dissolution. If the company has not yet been dissolved, the correct strategy may instead be to stop the strike-off and bring overdue filings up to date. Once dissolution has happened, restoration is the legal route back onto the register.
| Issue | Before dissolution | After dissolution |
|---|---|---|
| Company still on register | May be possible to object to strike-off or correct the filing problem | Restoration route is usually required |
| Legal status | Company still exists | Company has ceased to exist until restored |
| Main focus | Prevent dissolution | Restore the company and deal with the consequences of dissolution |
Administrative restoration vs court restoration
Administrative restoration is usually the simpler route, but it is only available in defined circumstances. Companies House says it is generally available where the company was struck off and dissolved by the registrar, the application is made within 6 years of dissolution, the applicant was a former director or shareholder, and the company was carrying on business or in operation at the time it was dissolved. If the directors applied for voluntary strike off, a court order is generally required instead.
| Route | Usually used when | Main points |
|---|---|---|
| Administrative restoration | The registrar struck the company off, and an eligible former director or shareholder is applying | Normally available only within 6 years and only where the statutory conditions are met |
| Court restoration | Voluntary strike off, creditor claims, property issues, contractual disputes, or cases outside the administrative rules | Usually started within 6 years, although different rules can apply in some claim types such as personal injury |
If the case is more complex, it may also need coordination with a company secretary style clean-up of registers and filings, especially where the company record has not been maintained for some time.
When administrative restoration is usually available
The RT01 process is the usual administrative route for eligible companies. Companies House says the application normally needs the RT01 form, the restoration fee, all outstanding company documents and filing fees, any outstanding late filing penalties for accounts, and a bona vacantia waiver letter where one is required.
| Administrative restoration requirement | What it usually means in practice |
|---|---|
| Eligible applicant | Usually a former director or former shareholder |
| Registrar strike-off | The company was struck off by Companies House rather than voluntarily dissolved by the directors |
| 6-year time limit | The application is normally made within 6 years of dissolution |
| Business activity at dissolution | The company was carrying on business or in operation when it was dissolved |
| Outstanding filings and fees | Accounts, confirmation statements and related filing obligations usually need to be brought up to date |
| Bona vacantia consent where relevant | A waiver letter may be needed before Companies House will restore the company administratively |
When a court order is normally needed
Court restoration is commonly used where the company was voluntarily struck off, where the applicant is a creditor or another interested person rather than a former director or shareholder, or where the facts fall outside the administrative restoration rules. The court route can also matter where there are property rights, disputes, contractual claims, or litigation issues that require a judicial order. The court process varies across England and Wales, Scotland and Northern Ireland, so the procedural route depends on the company’s jurisdiction.
| Possible applicant | Example of why restoration may be needed |
|---|---|
| Former director | To recover assets, correct an improper dissolution, or continue business affairs lawfully |
| Former member or shareholder | To deal with ownership, distributions, or rights linked to the company |
| Creditor | To pursue recovery action that cannot sensibly continue against a dissolved company |
| Person with contractual or property interest | To enforce or resolve rights involving contracts, land, leases, or other assets |
| Potential claimant | To bring a legal claim that requires the company to exist again |
Bona vacantia: the issue many overseas directors miss
When a company is dissolved, property and rights that belonged to it can pass to the Crown as bona vacantia. This is one of the main reasons restoration cases become more complicated than expected. Companies House and the Bona Vacantia Division make clear that, for administrative restoration, written Crown consent is required where company property or rights have vested as bona vacantia. In England and Wales, this is usually handled through a waiver letter.
| Issue | What restoration does | What may still be needed |
|---|---|---|
| Company’s legal existence | Puts the company back on the register | Outstanding filings and penalties may still need to be resolved |
| Crown-held property or cash | May make recovery possible after restoration | Separate bona vacantia or repayment steps may still be required |
| Bank balances or other assets | Restoration can re-open the legal route to recovery | Additional evidence, authority forms and ID checks may still apply |
For overseas directors, this is often the point that causes delay. Restoring the company does not always mean funds or property are released automatically. If the main goal is recovering assets, it also helps to review wider cross-border implications with non-UK resident tax advice and international services support.
Costs and practical budgeting
The fixed Companies House fee for administrative restoration is currently £341. Where a waiver letter is needed in England and Wales, the current waiver letter fee is £64. Court restoration is usually more expensive because court fees, service costs, and additional professional or government costs may apply, and outstanding filing fees or late penalties can still remain payable.
| Cost area | Administrative restoration | Court restoration |
|---|---|---|
| Companies House restoration fee | £341 | Not the same route |
| Waiver letter in England and Wales where needed | £64 | Consent or Crown-related costs may still be relevant depending on the case |
| Court fee | Not applicable | Variable - check the live HMCTS fee tables at the time of issue |
| Outstanding filing fees and penalties | May still apply | May still apply |
Outstanding filings and penalties
Restoration is rarely just about the restoration application itself. Companies House says outstanding documents normally need to be delivered and related fees paid. That often means catching up overdue accounts and confirmation statements, and then putting the company onto a stable ongoing compliance footing. The restored company may also need fresh review of dormant company accounts, CT600 tax return positions, and other historic filing issues depending on whether the company was trading or inactive.
One useful point in the Companies House guidance is that the dissolved period is generally disregarded for some late filing penalty purposes. However, penalties that had already arisen before dissolution can still remain an issue, so restoration should never be treated as a clean reset.
What happens after restoration?
Once restoration takes effect, the company is generally treated as though it had continued in existence. A restoration notice will appear in the Gazette. If the old company name is no longer available, Companies House may restore the company under a different name or, in some cases, temporarily under its company number. If that happens, the company must then change the name within the required period.
After restoration, the real work often starts. Many overseas directors need to restore the company and then immediately deal with overdue confirmation statements, annual accounts filing, corporate records, banking access, and practical steps to avoid another strike-off. This is where structured company compliance services can help keep the company back in good order.
Common mistakes in company restoration cases
- Using the wrong route. A company that was voluntarily struck off will usually need the court route rather than administrative restoration.
- Ignoring bona vacantia. Where money, land, leases, shares, or rights passed to the Crown, restoration may stall until the Crown consent point is handled correctly.
- Assuming restoration wipes the slate clean. Outstanding filings, penalties, and practical post-restoration work can still remain.
- Leaving the process too late. The usual 6-year time limit matters for many restoration routes.
- Forgetting the compliance follow-up. A restored company still needs a functioning registered office, proper filing controls, and up-to-date records.
- Not planning for asset recovery documents. Overseas applicants may still need certified ID, authority forms, or additional evidence after restoration.
If the company was dissolved because it should have been closed properly, the right comparison is often not restoration versus doing nothing, but restoration versus a compliant future plan that may include closing or striking off a UK company at the right time and in the right way.
Official reference sources
- GOV.UK: Restore a dissolved company
- Companies House: Restoring a company to the Companies House register
- Companies House: Apply for administrative restoration to the register (RT01)
- Government Legal Department: Company Restoration Guide
- Bona Vacantia Division: Apply for a waiver letter (WA1)
- Bona Vacantia Division: Apply for a repayment after restoration of a company (RA15)
- Companies House fees
- Companies Act 2006: administrative restoration to the register
- Companies Act 2006: restoration to the register by the court
FAQs: Company Restoration for Overseas Directors
Company restoration is the legal process of putting a dissolved company back onto the Companies House register. Once restored, the company is generally treated as though it had continued in existence and had not been dissolved.
Yes, but it will usually need restoration by court order rather than administrative restoration through Companies House.
For many restoration cases, the usual time limit is 6 years from dissolution. Some claim types can have different rules, so the exact position should be checked before action is taken.
That depends on the route. Administrative restoration is generally limited to certain former directors or shareholders. Court restoration can be available to a wider group, such as creditors and people with contractual or property interests.
The current Companies House administrative restoration fee is £341. If a bona vacantia waiver letter is required in England and Wales, there is also a current £64 waiver fee, in addition to any outstanding filing fees or penalties.
Not always. Restoration can re-open the legal route to recovery, but assets that passed as bona vacantia may still require separate action or repayment procedures after restoration.
No. Restored companies often still need to deliver overdue accounts, confirmation statements and related documents, and some penalties or fees may still remain payable.
No. This article is general information only and does not replace legal, tax, accounting or litigation advice on your specific facts.
Related Guides
- Company Restoration
- Close or Strike Off a UK Company
- Company Compliance
- Company Compliance Services
- Annual Accounts Filing
- Confirmation Statement
- Registered Office Address
- Dormant Company Accounts
- CT600 Tax Return
- Company Secretary
- Non-UK Resident Tax Advice
- International Services
- Maintaining Good Standing
This article is provided for general information only and does not constitute legal, tax, accounting, insolvency or litigation advice. Company restoration depends on the facts of each case, including how the company was dissolved, the jurisdiction involved, any Crown property issues, and the current state of the company record.
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