UK Company Restoration by Court Order Procedures and Fees-Company Formation_Trademark Registration_Tax Service - Hong Kong CPA

UK Company Restoration by Court Order Procedures and Fees

【Font：L M S】

UK Company Restoration by Court Order Procedures and Fees

Unless otherwise indicated, the UK company stated in this quotation refers to a private company limited by shares formed and incorporated in UK in accordance with the United Kingdom Companies Act 2006.

Restoration by Court Order Procedures described below apply to restoration of UK companies that have been voluntarily struck off in accordance with Section 1003 of the Companies Act 2006.

Once a UK company was dissolved voluntarily, the only possible solution to recover the frozen company assets or continue to trade is to get a court order to restore the company. The most common reason to restore a dissolved company is to recover the assets which had belonged to the company have been passed to the Crown as ‘Bona vacantia’(ownerless goods). The other reason is to continue trading. The applicant must decide the applicable reason at the beginning of the process.

Our service fee for handling the application for restoration by court order is GBP 3,500. The fee covers payment to the court, payment to Registrar of Companies and the court in relation to the reinstatement professional services. The fee does not include annual statutory fee to file a confirmation statement.

Normally, the application for court order for restoration of a dissolved UK company would take anywhere from 4 months, assuming that the court will not require extra evidence or court hearing. Once restored, the company is treated as if it had never been dissolved, regaining all its previous rights and obligations. It is crucial to deal with overdue governance and tax immediately after reinstatement to operate lawfully for the period from the date of dissolution to the date of restoration. Kaizen can provide these services, and our fees are listed in Section 2.

The fees stated in the quotation are for preliminary reference only and do not constitute final transaction terms. All service fees shall be based on the actual quotation provided by our company for each individual case. We reserve the right to adjust pricing at any time without prior notice.

Fees and Costs for the Restoration by Court Order

Our fee for handling the application for restoration by court order is GBP3,500. Our fees cover our professional services and payment of official filing fee to the Company House. This fee, however, is subject to change depending on whether the Court would require additional evidence, a hearing or other steps/conditions to be complied with.

In particular, our fees include the following services:

(1)	Answering client’s questions regarding the restoration by court order of a company;
(2)	Reviewing materials provided by client;
(3)	Carrying a company search with the Company House, checking and confirming all outstanding issues, such as outstanding confirmation statement;
(4)	Preparation of a schedule detailing all outstanding issues with relevant annual account filing fees to restore the company for client’s reference;
(5)	Preparation of restoration documents;
(6)	Filing application documents with the court and Registrar of Companies;
(7)	Filing of Confirmation Statement and payment of filing fees, if applicable.
(8)	Handling the change of registered office address, if applicable.

Note:

(1)	Our fee quoted above does not cover the payment of confirmation statement statutory filing fee and filing of annual account (s) and corporate tax return for the period from the date of dissolution to the date of restoration.
(2)	Our fees quoted above do not cover the registered agent and registered office services.
(3)	Our fee quoted above does not cover courier charge.

Other Related Services and Fees

No.	Services	Fee (£)
1	Acting as registered Agent Service, per annum (Note 1)	250
2	Registered Office address, per annum (Note 2)	250
3	Preparation and Filing of Annual Accounts (Note 3)	250 up
4	Preparation and filing of Corporation Tax Return (Note 3)	250 up
5	Treasury Solicitors Fee (Note 4)	From 300

Note:

(1)	Kaizen’s annual registered agent services include: (a) preparation and filing of confirmation statements; (b) preparation for Annual General Meeting; and (c) updating and maintenance of statutory registers The annual statutory fee to file a confirmation statement is £50 if filed online, subject to change by Company House. Kaizen’s duties, as registered agent, are limited to those listed above only. General secretarial services, including transfer of shareholder, change of director, increase of share capital and preparation of minuets are to be charged separately.
(2)	A UK registered company is required to have a UK street address as its registered office. The address provided by Kaizen can be used for both the restoration of your company and receiving mails from the UK Government.
(3)	During the course of application for reinstatement, the company or the applicant is required to file all outstanding Annual Returns and Corporate Tax Return from the day when the company was deregistered to the time of application for reinstatement, as if the company has never been deregistered.
(4)	The fee for the Treasury Solicitor's service in the restoration by court order process is from £300. This fee is typically agreed upon subject to the submission of undertakings to remedy the default, such as filing updated accounts.

Time of Billing and Payment Methods

Upon receipt of your confirmation of engagement, we will issue an invoice and email it together with the detailed wire instructions to you for your settlement. When you are initiating a transfer/wire, please mark our invoice or account number in the message section of the remittance receipt and email a copy of the same to us for our records. Because of the nature of services, we require full payment in advance. In addition, once service is commenced, no service fees will be refunded.

We currently only accept check, cash or TT and credit card payment through PayPal. If invoice is settled by PayPal, an extra 5% service fee will be charged.

Who is Eligible to Apply for Court Order

(a)	A former director, member, creditor or liquidator;
(b)	A person who had a contractual relationship with the company or who had a potential legal claim against the company;
(c)	A person who had an interest in land or property in which the company also had an interest, right or obligation;
(d)	A manager or trustee of the company's former employees' pension fund; or
(e)	A person who appears to the Court to have an interest in the matter.

Limitations of the Restoration by Court Order

Restoration by court order must be applied for within six years of the date the company was dissolved voluntarily company under section 1003 of the Companies Act 2006, but certain applicants are exempt from this deadline. A person with an interested party or potential creditor may apply for restoration beyond the six-year period, if the court deems it appropriate.

The registrar will notify the applicant of the decision to restore the company under section 1025 in writing. If the decision of the Registrar is to restore the company, the restoration will take effect from the date the notification letter is sent.

If at the date of restoration, the companyy’s former name has been taken, it must be restored to the Register under an alternative name, as if the application to register were a notice of change of name.

Materials for the Restoration by Court Order

In order to carry out a restoration by court order of the company, client will need to deliver to us the following materials:

(1)	Copy of Certificate of Incorporation and Articles of Association;
(2)	Copy of the latest Confirmation Statement;
(3)	Copy of statutory registers (if any);
(4)	Copy of latest financial statements and annual account, if applicable;
(5)	Copy of latest notice of assessment or correspondence from HM Revenue and Customs (HMRC);
(6)	Companies House Authentication Code from Companies House;
(7)	Unique Taxpayer Reference Number (UTR) from HM Revenue and Customs (HMRC);
(8)	The copies of the passport and address proof issued within 3 months (Issued by two separate authorities) of shareholders (For example, utility bill, telephone bill or bank statement); if the shareholder is a legal person, the Certificate of Incorporation, corporate documents showing the registered address, Register of Directors, Register of Members and passport and address proof issued within 3 months of ultimate beneficial owners holding with more than 25% shares;
(9)	The copy of the passport and two copies of the address proof issued within 3 months (Issued by two separate authorities) of directors (For example, utility bill, telephone bill or bank statement);
(10)	If shareholder is a legal person, please provide an organization chart certified by director;
(11)	Ground for application for restoration.
(12)	Filling the “KYC Questionnaires” provided by Kaizen.

If Kaizen is acting as registered agent of your UK company, then you do not need to provide the documents in item (1) to (5).

Acceptable address proof can be a utility bill or bank statement. Information of director/shareholder (full name and full address), document type, document issuing date and name of issuing authority must be clearly stated. If the document is not written in English, you are required to provide an English translation document for reference and as supporting.

The identification documents and address proof of shareholders and directors are subject to certify by Kaizen’s staff, notary offices, attorneys, accountants, or bank managers. You may visit any of our branches to complete the verification if needed.

Procedures and Timeframe for Restoration by Court Order

Normally, the application for court order for restoration of a deregistered UK company would take anywhere from 4 to 6 months. If the Court does not grant the Order on the application and requires further evidence, service on the Registrar or a hearing before a judge, the timeframe will be extended depending on what is required.

Step	Description	Day (Estimated)
1	Client confirms with Kaizen of the engagement for restoration by court order, and at the same time deliver to Kaizen the materials listed in Section 6.	Client’s schedule
2	Kaizen issues and send its invoice to client and client settles our invoice.	Client’s schedule
3	Carrying a company search with the Company House, checking and confirming all outstanding issues, such as outstanding confirmation statement.	2-3
4	Kaizen prepares the claim form and witness statement to the Court for client signatures.	7-10
5	Kaizen sends signed claim form and witness statement to the Court.	2-3
6	Once Court returned the issued claim form, Kaizen sends a copy of the issued claim form and signed witness statement to the Treasury Solicitor.	28 or above
7	After receiving Treasury Solicitor replies, we will submit the required documents to the Registrar of Companies.	28 or above
8	Kaizen confirms in writing to the Treasury Solicitor that the required undertakings (if appropriate) will be given to the court.	2-3
9	Kaizen settles payment of the costs of the Registrar of Companies to the Treasury Solicitor.	2-3
10	Kaizen prepares witness statement exhibiting the waiver letter and send the statement to the Court.	28 or above
11	When Treasury Solicitor sends us a draft order and form of undertaking (if appropriate), we will present the draft order and form of undertaking for client signatures.	Client’s schedule
12	Kaizen submits the signed draft order and undertaking (if applicable) to the court. If the court is satisfied with the application documents submitted by the applicant, the court will issue an order confirming the restoration of registration.	28 or above
13	The Registrar of Companies reinstates the company upon receipt of the order from the court.	28 or above
Total: 4 to 6 months

Post Restoration Compliance

Once a company is being restored to the Register, it is treated as has never been dissolved and can continue its business as usual. And it is also required to submit Confirmation Statement (Called “Annual Return”) with Annual Accounts (Called “Statutory Accounts”) to the Companies House at the end of your company’s financial year, no matter the company has operations or not.

For a more detailed description of the compliance requirements and the related costs, please refer to our article titled “UK Company Annual Compliance and Maintenance Guideline Note” or please contact and consult our professional accountants.

The above quotations are for preliminary reference only and do not constitute final transaction terms. All service fees shall be based on the actual quotation provided by our company for each individual case. We reserve the right to adjust pricing at any time without prior notice.

If you wish to obtain more information or assistance, please visit the official website of Kaizen CPA Limited at www.kaizencpa.com or contact us through the following and talk to our professionals:
Email: info@kaizencpa.com
Tel: +852 2341 1444
Mobile : +852 5616 4140, +86 152 1943 4614
WhatsApp/ Line/ WeChat: +852 5616 4140
Skype: kaizencpa

DOWNLOAD：UK Company Restoration by Court Order Procedures and Fees【PDF】