How to make a legal claim against a dissolved company
Discovering a business your company has traded, or is still trading, with has disappeared from the Company Register is shocking. It can also be frightening and threaten the viability of your own business, especially if it owes you money, services or goods. There is a way to bring legal proceedings, as Leanne Schneider-Rose, Partner and Head of the Restructuring and Insolvency Team, explains.
What happens?
So what happens when you find that a Company has been dissolved and you:
- Want to bring a claim against it or its insurers; or
- The Company had an asset, or you have just become aware that it is entitled to an asset.
Essentially, you cannot bring a claim against the Company or its insurers whilst that Company remains “dissolved”.
Any assets the Company had at the time of its dissolution will automatically vest in the Crown.
Restoring dissolved companies to the Company Register
Depending on what your relationship or interest is/was in the Company, it might be possible to restore the Company back to Companies House Register, in effect “bringing it back to life”, as if it had not been dissolved in the first place.
This will have the effect of re-vesting assets back in to the Company.
This normally requires an application made to the Court, unless it is possible to deal with it through the Companies House Administrative Restoration procedure.
In most circumstances (there are a few exceptions) an application to the Court must be made within six years of the date of dissolution of the Company. After that time, it is not possible to restore a Company to Companies House Register, and any assets of the Company will remain with the Crown for the Crown to deal with as it sees appropriate.
However, there may still be some options available, so always seek legal advice from a specialist company and commercial lawyer. Sydney Mitchell is able to assist in an application to the Court to restore the Company to Companies House Register, and in liaising with the Government Legal Department over assets that have vested in the Crown if the if the dissolution took place more than six years ago.
Contact us
For help, advice and assistance with a the impact and consequences of a dissolved company, contact Leanne Schneider-Rose or email: L.Schneider-Rose@sydneymitchell.co.uk. Leanne is Head of the Restructuring and Insolvency Team incorporating Banking and Finance Litigation and Debt Recovery, and acts for lenders advising on their recovery options, insolvency practitioners in all aspects of contentious and non-contentious insolvency matters, for individuals or companies facing insolvency claims, and for directors facing director’s disqualification proceedings, wrongful trading, misfeasance and breach of fiduciary duty claims.
