Gibraltar Company Restoration

We can file an application with Companies House in Gibraltar to restore your company, if your company was struck off in the last 10 years.

If it has been struck off for over 10 years, we would apply for a Court Order to restore your company.

Striking off a Company under the Companies Act

Under the Companies Act, the Registrar has a discretionary power to strike off any Gibraltar Company from the Register and can strike off from the register any company that has not filed Annual Returns in the previous three years.

Reinstatement of Struck Off companies

Any Director, Shareholder or Creditor of a Gibraltar company who feels aggrieved by the company having been struck off the register, before the expiry of 10 years from the publication of a notice may make an application to the Registrar to restore the company to the register. We can prepare the application for restoration of your Gibraltar company.

The Registrar has a discretionary power to restore a company to the Register of Companies if the company has been struck off under either of sections 411, 412 or 413 of the Companies Act 2014 before the expiry of 10 years from the publication of the Final Notice to strike off the company.

The application must be accompanied by an affidavit stating the applicant’s interest in the matter and the facts on which the application is based.

Should the Registrar not exercise his discretion to reinstate a company or be unable to do so because more than 10 years have elapsed since the company was dissolved, an application is to be made to court to restore the company to the register.

Company Restoration Process

For a struck off company to be restored by the Gibraltar Registry you must.

Pay all of the annual government fees it would have paid as if it had remained active
Pay the government restoration fee to the Gibraltar Registry
Payment of all unpaid Registered Agent fees
File all outstanding Annual Returns
File all overdue Accounts
Change the Registered Agent

When all the fees and penalties are paid, the Registrar shall restore the name of the company to the register and upon the restoration the company shall be deemed never to have been struck off.

To proceed we will sign a declaration and an affidavit with a Notary Public, and this will be served on the Registrar in Gibraltar, he will then publish a 30-day notice.

After that period, he will give his consent to the restoration of the company, we then have 90 days to file all the outstanding Annual Returns and accounts.

Once the application to restore the company is filed, the Registrar will issue a Direction to Restore the company, in which we will outline the conditions imposed, i.e. the documents that need to be filed within 90 days.

Upon receipt of the documents the registrar will issue the final direction confirming the reinstatement and the company will be considered “active” from that date.

Then he will advise us of the fees and penalties, once they are paid then the company will be restored.

Late Filing Penalties & other costs

Application to Registrar to restore to the register a company which has been stuck off for 2 years or more: £1,000

Supplementary fees for the late filing of Accounts [sec 426 (4)] more than 24 months after the financial period: £325 per year

Supplementary fees for the late lodging of Annual Return more than 3 years after the financial period: £400 per year

Company Restoration Procedure

We submit your application with the affidavit and the filing fee
Once your application accepted by the registrar, a Notice of the application to restore is then published in the Supplement of the Gibraltar Gazette
If no objection is received within 30 days of the notice, Companies House issues a direction to restore.
There is then 90 days from this date to file all the outstanding Annual Returns
When all Annual Returns are received and processed by Companies House the company is reinstated

An application must be accompanied by an affidavit and a statement of the facts on which the application is based

The Registrar shall not make a direction to restore the name of the company to the register earlier than 30 days after the date of publication of the notice.

On receipt of an application the Registrar, if satisfied that there are grounds for restoration of the company to the register, may direct the name of the company to be restored to the register.

On the Registrar restoring a company to the register the company shall be deemed to have continued in existence as if its name had not been struck off; and the Registrar may make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off

Court Restoration of Dissolved Companies

Where an application to restore a company to the register has been made, in his discretion, the Registrar may refuse to consider the application and require that the person by whom the application was made apply to the Court for an order to restore the company.

After the expiry of the period of 10 years, if a company or any member or creditor of a company feels aggrieved by the company having been struck off the register, then, on an application made by the company or member, the Registrar of the Court may, if satisfied that the company was at the time of the striking off carrying on business or in operation, or otherwise that it is just that the company be restored to the register, order the name of the company to be restored to the register.

Legal Company Restoration process

obtain a company search
obtaining and perusing relevant filings and various related documents
drafting and completing the documents necessary for the restoration application
drafting the restoration order
drafting an affidavit
serving documents and communicating with on the Registrar of Companies
advertisement if required

Disbursements / Expenses:

outstanding filing fees on annual returns
penalty for late filings and other penalties
filing fees to the Companies Registry on the restoration application

Once the company is re-instated, we would need to apply to the Income Tax Authorities in order to obtain the Tax Identification Number for the company.

We will need in due course the following documentation/information on directors’ shareholders and beneficial owners

Certified copy of Passport (by a lawyer, accountant, public notary, commissioner for oaths)
Proof of Residential Address (this can be original or certified true copy of a utility bill, bank statement or driving licence
Documentary evidence of assets held by the Company

However, in order to expedite matters we will accept scanned copies on the basis that all original copies will follow.

Transfer Gibraltar Registered Agent

A Gibraltar company can only be restored by the registered agent on record, or the agent must be changed to a new agent undertaking the company restoration, which we will organise.

Company Directors and Shareholders

When a Gibraltar company is restored, the previous Directors, Company Secretary, Shareholders and Registered Office are automatically assumed to have continued.