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Dissolution & Restoration - Coggle Diagram
Dissolution & Restoration
Dissolution
The process for ending a company's existence is called dissolution
A company is dissolved when it is removed from the register at CH
The dissolution of a company terminates the company separate personality and also ends any legal relationships between the company and other persons
If at the point of dissolution, the company still owns any property then this property will be deemed bona vacant and will pass to the Crown
Assets which go to the Crown under the bona vacant principle can be purchased from the bona vacant office
3 months after the registrar of companies has been notified that the winding up of a company is complete, the company will be deemed to be dissolved
A company can also be dissolved without it first being liquidated in a range of circumstances
Ch;s decision to register a company can be judisiclally reviewed. The company will be dissolved if the judicial review if granted. This could occur where the company's objects are illegal and unenofrceable
If the administrator of a company thinks that the company has no property to distribute to creditors, he will notify CH of this
If the registrar of companies belives that a company is not carrying on any business, he can send that company a communication enquiring if it is carrying on business. If no reply is received within 14 days, a second communication will be sent. If no reply is received to this second communication, or if the company replies to confirm it is not carrying on business the registrar will place an advertisement in the Gazette and the company will be dissolved 2 months later
A company can have itself dissolved by applying to the registrar using form DS01, following the application, an advertisement will be published will be published in the Gazette and the company will be dissolved two months later
An Act of Parliament may state a company is to be dissolved
Restoration
A dissolved company may be restored and placed back in the register of companies
A company that has been restored will be regarded as if it was never dissolved or struck off the register
Administrative restoration
Applies where a company was dissolved on the ground that it was not carrying on any business
A former director or former member can apply to the registrar using form RT01 to have the dissolved company restored
Application must be made within 6 years of the date of the company's dissolution
The registrar will restore the company only if the following conditions are met
The company was carrying on business at the time it was dissolved
If any property or right vested in the company was deemed bona vacantia, The Crown representative has consented in writing to the company being restored
The applicant has delivered specified documentation to the registrar
The second method of restoration involves an application being made to the court to restore a dissolved company. Under s.1029 a number of persons are empowered to bring such an application including
the Secretary of State
Any former director, member or liquidator of the company
Any person who, but for the company's dissolution, would have a contractual relationship with it
Any person with a potential legal claim against the company
Any person who was a creditor of the company at the time it was dissolved