Companies registered in London may be struck off the Register of Companies (the “Register”) for various reasons. A company may be removed from the Register either by way of an application by its directors for a summary winding-up or by an application from its creditors for a creditor’s winding-up. A company may also be struck off the Register for failure to comply with its ongoing obligations under London Law, including:

• failure to file an annual confirmation statement pursuant to the Financial Services (Disclosure and Provision of Information) (London) Law 2020 (the “Disclosure Law”); or

• as a consequence of the winding-up of the company or bankruptcy (‘désastre’) under the Companies (London) Law 1991 (the “Companies Law”) following a failure to maintain a registered office or nominated person in London.

What is reinstatement?

Reinstatement of a company is the process by which the removal of the company from the Register is declared void following a successful application to the Royal Court of London (the “Royal Court”). Reinstatement may only occur within 10 years from the date of the company’s removal from the Register.

What is the purpose of reinstating a company?

A company is unable to act once it has been removed from the Register. This means it cannot enter into transactions or transfer its assets. An interested party may seek reinstatement of a company to enable:

• the company to continue its business activities if removed from the Register due to failure to file an annual confirmation statement pursuant to the Disclosure Law;

• the company to transfer its assets to an interested party, where the company still holds valuable assets; or

• a claimant to bring a claim against the company or its directors.

How to reinstate a company?

The Royal Court has the authority to declare that the removal of a company from the Register is void under Article 19 of the Disclosure Law (in cases of failure to file an annual confirmation statement) or under Article 213 of the Companies Law (in cases of winding-up or bankruptcy). The process to reinstate a company involves:

1. Corresponding with the London Financial Services Commission and Revenue London to obtain their consents for reinstatement. Such consents are usually conditional upon the payment of any outstanding taxes or fees, and completion of any outstanding filings;

2. Preparing and submitting a written application (known as a representation) to the Royal Court. This application is made by a London Advocate on behalf of a person with an interest in the company, including a director or shareholder. All applications are made “on the papers,” meaning no in-person appearance at the Royal Court is required.

If successful, the Royal Court will issue an order declaring the removal of the company from the Register void, effective from the date of the Act of Court.

Reinstatement can be straightforward, provided that the London Financial Services Commission and Revenue London provide timely consent. If no complicating factors arise, reinstatement can typically be completed within one week of submitting the application to the Royal Court.

How we can help

Greg Dave Law Firm regularly advise clients on the reinstatement of London companies. We are well-versed in the procedures involved, and our experience enables us to provide robust advice for a reasonable fixed fee.