CALL US 
By Mark Tunstill, Consultant Solicitor specialising in Companies Court applications and Companies Act matters
A problem with a company’s records at Companies House can appear relatively straightforward. An incorrect filing, an unregistered charge or a discrepancy in shareholder information may initially seem like something that can be resolved administratively.
However, some issues go beyond correcting information on the public register and require an application to the Companies Court.
These problems often come to light during another piece of work. A solicitor carrying out due diligence may discover that a company has been dissolved. A lender may find that its security was never properly registered. An accountant reviewing historic company records may identify discrepancies that affect a proposed transaction.
In these circumstances, the immediate concern is often how to resolve the issue without unnecessarily delaying the wider matter.
The starting point is to establish whether Companies House has the power to make the necessary correction or whether a court order is required to resolve the underlying legal position.
Can Companies House errors be corrected without going to court?
Many Companies House errors can be corrected without court proceedings.
The Economic Crime and Corporate Transparency Act 2023 has introduced wider powers for Companies House to scrutinise company information, query filings and remove or amend certain information on the register.
These powers provide additional ways to address inaccuracies, but there remains an important distinction between correcting an administrative error and determining a legal right.
For example, Companies House may be able to deal with an incorrect filing through its administrative procedures. However, where there is a dispute about who legally owns shares, or where a statutory deadline for registering security has passed, an administrative correction may not be sufficient.
The appropriate route depends on the nature of the problem, the available evidence and what the company or its advisers ultimately need to achieve.
Late registration of company charges
One of the situations in which a Companies Court application may be necessary is where a company charge has not been registered within the statutory deadline.
Under the Companies Act 2006, a charge created by a company will generally need to be delivered to Companies House for registration within 21 days, beginning with the day after its creation.
If the deadline has passed, an application to the court will generally be required to extend the registration period.
This can become particularly important during refinancing, a company sale or an insolvency review.
For example, a lender may discover that security granted several years earlier was never registered. Although the omission may have occurred long before the current transaction, it can create an immediate concern about the lender’s position and the proposed arrangements.
The court has power to extend the registration period in circumstances provided for by the Companies Act 2006. The application will need to explain the circumstances of the omission and provide evidence supporting the relief sought.
Where a transaction is already progressing, it is important to identify the issue promptly and consider how the application fits within the wider timetable.
Rectification of a company’s register of members
Discrepancies in shareholder records can also require court intervention.
Since 26 January 2026, companies have no longer been able to elect to hold their register of members centrally at Companies House. Companies must maintain their own register of members, making accurate internal records particularly important.
Problems can arise for several reasons, including:
Historic share transfers that were not properly recorded.
Missing share certificates or stock transfer forms.
Shares passing following the death of a shareholder.
Inconsistent company records.
Individuals being incorrectly included in or omitted from the register.
Disagreements about the legal ownership of shares.
A company’s register of members has legal significance. Where the statutory conditions are satisfied, the court can order its rectification under section 125 of the Companies Act 2006.
However, obtaining an order is not necessarily a straightforward administrative exercise.
The court may need to consider share transfer documents, company resolutions, agreements, correspondence and other evidence to determine whether the register should be amended.
For solicitors and accountants advising on acquisitions, restructuring or shareholder matters, identifying discrepancies early can help prevent them from developing into more substantial problems.
Restoring a dissolved company to the register
A company may have been dissolved even though there are outstanding matters that still need to be addressed in its name.
For example, a dissolved company may have an interest in property, an outstanding claim or an asset that needs to be recovered. Its dissolution may also prevent a transaction or legal proceeding from progressing.
There are two principal routes to restoring a dissolved company: administrative restoration and restoration by court order.
Administrative restoration
Administrative restoration is available through Companies House where the statutory requirements are satisfied.
It is generally available in certain circumstances where a company was struck off by the Registrar, provided the relevant conditions are met.
However, it is not available in every case.
Restoration by court order
Where administrative restoration is unavailable, an application to the court may be necessary.
For example, a company that was voluntarily struck off cannot use the administrative restoration procedure, although restoration by court order may be possible.
The general effect of a restoration order is that the company is treated as having continued in existence as though it had not been dissolved or struck off. The court also has powers to make further provision to address the consequences of dissolution.
Importantly, restoring the company may only be the first stage in resolving the underlying problem.
If the purpose of restoration is to recover property, pursue proceedings or complete a transaction, consideration should be given to whether those steps will remain possible once the company has been restored.
The relevant question is therefore not simply how to restore the company, but what needs to happen after restoration has taken place.
Why Companies Court issues often arise during other transactions
Companies Court problems are frequently discovered by professionals who are dealing with a wider legal or commercial matter.
A corporate solicitor may identify an inconsistency in shareholder records during due diligence. A property solicitor may discover that a dissolved company appears in the title history of a property. A lender may find that security has not been registered correctly.
Accountants and company secretarial providers may also identify historic filing errors, particularly where companies within the same group have similar names or share a registered office.
In each case, the immediate company law issue can have consequences beyond the correction itself.
A court application may need to be coordinated with a proposed completion date, a refinancing arrangement, ongoing litigation or another time-sensitive matter.
It is therefore important to consider both the legal remedy required and how that remedy will support the wider objective.
When should you seek advice about a Companies Court application?
Not every discrepancy in a company’s records requires specialist court proceedings. However, advice may be appropriate where:
A company charge was not registered within the statutory period.
A company’s register of members does not accurately reflect the apparent legal ownership of shares.
A dissolved company still owns or has an interest in property or other assets.
Legal proceedings need to be brought or defended in the name of a dissolved company.
A transaction is being delayed because of a company’s status or historic records.
There is a disagreement about the accuracy or legal effect of company records.
Companies House cannot provide the remedy needed through its administrative procedures.
The earlier these issues are identified, the more opportunity there is to investigate the available options and prepare any necessary application without creating further difficulties for the wider matter.
Choosing the right approach to a Companies Court problem
The introduction of wider Companies House powers has changed how certain inaccuracies on the register can be addressed. However, those powers do not remove the need for court intervention where the issue concerns legal rights or requires a remedy that Companies House cannot provide.
Before deciding how to proceed, it is worth considering several questions.
What has actually gone wrong? Does the problem concern a filing, the company’s own records or the underlying legal position? Is there an administrative remedy available? What evidence will be needed? Are other parties affected? Is there a deadline, and what needs to happen once the immediate issue is resolved?
These questions help determine whether a Companies Court application is necessary and, if so, how it should be approached.
A relatively narrow company law problem can have significant consequences when it arises during a larger transaction or dispute. Identifying the correct legal route from the outset can help avoid unnecessary delay and ensure that the remedy addresses the issue that matters to the client.
How Scomo can help
At Scomo, Consultant Solicitor Mark Tunstill advises on Companies Court applications and related Companies Act matters, including company restoration, late registration of charges and rectification of company records.
Mark works alongside corporate and property solicitors, accountants, lenders and other professional advisers where a specialist company law issue has arisen within a wider transaction, dispute or commercial matter.
Whether the issue concerns an historic filing omission, a dissolved company or a discrepancy in shareholder records, Mark can advise on the available legal remedies and the steps needed to resolve the problem.
Contact Mark Tunstill to discuss a Companies Court application or company law issue.
Frequently asked questions about Companies Court applications
What is the difference between Companies House and the Companies Court?
Companies House is the government agency responsible for incorporating companies and maintaining the public register of company information. The Companies Court is commonly used to describe the specialist court jurisdiction dealing with certain company law matters, including applications under the Companies Act 2006. While Companies House can address many administrative issues, some matters require a court order.
Can Companies House correct incorrect company information?
Yes. Companies House has powers to query, reject, remove or amend certain information. However, where the issue involves disputed legal rights or a remedy outside its administrative powers, a court application may be necessary.
What happens if a company charge is registered late?
If the statutory 21-day registration period has expired, an application to the court will generally be required to extend the deadline. The court will consider the circumstances and the evidence supporting the application. It is advisable to investigate the omission promptly, particularly where a transaction or refinancing is underway.
Can the court correct a company’s register of members?
Yes. Under section 125 of the Companies Act 2006, the court can order rectification of a company’s register of members where the statutory requirements are met. The court may need to consider evidence of share ownership, transfers and other relevant company records before making an order.
Can a voluntarily dissolved company be restored?
Yes, potentially. A company that was voluntarily struck off cannot use the administrative restoration procedure, but an application for restoration by court order may be available, depending on the circumstances.
What happens if a dissolved company still owns property?
When a company is dissolved, certain property and rights may pass to the Crown as bona vacantia. Depending on the circumstances, restoring the company may be necessary before the property can be dealt with. Additional steps may also be required, particularly where the Crown has disclaimed an interest in the property.
How long does a Companies Court application take?
The timescale depends on the type of application, the available evidence, whether it is contested and the court’s timetable. Some applications are relatively straightforward, while others involve more complex legal or factual issues. Where an application is connected to an ongoing transaction, the likely timescale should be considered as early as possible.
Do I need a solicitor for a Companies Court application?
Legal representation is not necessarily compulsory for every application, but Companies Court proceedings can involve technical statutory requirements, evidence and procedural rules. Specialist advice can help establish whether court proceedings are required, identify the appropriate remedy and ensure the application addresses the underlying problem.
