How to Reinstate a Struck-Off Gibraltar Company

How Companies Get Struck Off

A Gibraltar company can be struck off the Register and dissolved under three sections of the Companies Act 2014. Our strike-off guide covers each in detail.

• Section 411, failure to file annual returns: the Registrar may strike off any company, other than a public limited company, that has not filed an annual return in the previous three calendar years. An annual return is due within 30 days of the company's return date, normally the anniversary of incorporation. The Registrar publishes a Gazette notice and cannot strike the company off until three calendar months later. This is the most common reason companies are struck off without anyone intending it.
• Section 412, defunct companies: where the Registrar has reasonable cause to believe a company is not carrying on business or not in operation, he sends a registered letter to the registered office. If there is no satisfactory answer within one month, he publishes a Gazette notice, and the company can be struck off three months later unless cause is shown. Section 412 also covers liquidations that have stalled.
• Section 413, voluntary strike-off: the directors apply on Form FOC26, stating that the company has no assets or liabilities. The company can be struck off three months after the Gazette notice.

In each case the company is dissolved when the Gazette notice of the strike-off is published.

Consequences of Striking Off

• The company no longer exists: it cannot contract, hold property, sue or be sued, operate bank accounts or trade.
• Its property passes to the Crown: under section 416, property and rights held by or on trust for the company pass to the Crown as bona vacantia. This includes bank balances, real property and shares in other companies, but not property the company held on trust for someone else.
• Liability continues: for companies struck off under sections 412 and 413, the Act states that the liability of every director, managing officer and member continues and can be enforced as if the company had not been dissolved. Assume the same after a section 411 strike-off.
• Acting for a dissolved company is risky: anyone who signs contracts or carries on business in the name of a dissolved company may be personally liable.

The Two Restoration Routes

Application to the Registrar (section 414)

The company, or any member or creditor who feels aggrieved by the strike-off, may apply to the Registrar to restore the company. The application must be made within 10 years of the Gazette notice under section 411, 412 or 413. A director or secretary normally signs on the company's behalf.

The Registrar may restore the company if he is satisfied that there are good grounds. He may impose conditions and make any provision he considers just to put the company and others back in the position they would have been in had it not been struck off. The company is then treated as having continued in existence throughout.

Application to the Supreme Court (section 415)

Under section 415(1) the Registrar may, at his discretion, refuse to consider a section 414 application and require the applicant to apply to the court. In our experience this is a common outcome, not an exceptional one. Companies House's Guidance Note 13 also says that where the Registrar does not exercise his discretion, an application must be made to court.

On a section 415 application the court may refuse the application or order the Registrar to restore the company, and may decide any question needed to deal with the restoration. The Registrar is entitled to appear and be heard, and must appear if the court directs. The order must be served on the Registrar, who then acts on it.

After 10 years

Once the 10-year period has passed, the Registrar can no longer restore the company. An application can still be made to the Registrar of the Supreme Court under section 415(6), who may order restoration if satisfied that the company was carrying on business or in operation when it was struck off, or that restoration is otherwise just. Section 415(6) refers to an aggrieved “company or any member or creditor” but then to an application “made by the company or member”, so a creditor should take advice on standing.

Companies struck off under the 1930 Act

In Tasmania Investments Ltd (2016) the Supreme Court held that sections 414 and 415 apply only to companies struck off under sections 411 to 413 of the 2014 Act. Guidance Note 13 now describes restoration of companies struck off under the repealed Companies Act 1930 through section 332(1) of that Act.

The Process Step by Step

Step 1: Assess the position

Establish which section the company was struck off under, the date of the Gazette notice (which fixes the 10-year limit and the fee), which filings are outstanding, what property may have passed to the Crown, and the company's tax position. Check whether the company held a licence or authorisation, because the regulator's consent may be needed.

Step 2: Bring the filings up to date

Prepare every missing annual return (Form FAR01 for a company with a share capital, FAR02 for one without) and any outstanding accounts, and work out the Companies House fees and late-filing charges. Deal with any outstanding tax returns with Gibraltar Revenue & Customs. Expect the Registrar, or the court, to want to see the company's affairs put in order as part of the restoration.

Step 3: Prepare the application and affidavit

The application is made on the Companies House application to restore a company to the Register, with an affidavit setting out:

• the applicant's interest in the matter;
• the facts on which the application is based;
• for a company licensed or authorised under the relevant financial services legislation, evidence that the regulator consents to the restoration; and
• the relief sought.

The form also asks the applicant to confirm that all officers, shareholders and interested parties have been notified. Because of the risk of referral under section 415, prepare the affidavit to the standard needed for court, so that it can be reused if the Registrar sends the matter there.

Step 4: File with the Registrar and pay the fee

The Companies House fee depends on how long ago the company was struck off: £200 within one year, £500 between one and two years, and £1,000 after two years. The Registrar may require notice of the application to be given to anyone who appears to have an interest.

Step 5: Gazette notice and objections

The Registrar publishes a Gazette notice stating that the company may be restored unless written objection is made within 30 days. He cannot restore the company before those 30 days have passed. If an objection is received, he tells the applicant what it says and who made it.

Step 6: Restoration or referral to court

The Registrar either restores the company, with or without conditions, or refers the applicant to the court under section 415(1). If he refers it, the applicant applies to the Supreme Court, with the Registrar entitled to be heard, and the court's order is served on the Registrar, who then acts on it.

Timing and Costs

A restoration by the Registrar cannot be completed in less than 30 days from the Gazette notice, and in practice takes longer once the back-filings are included. If the application is referred to court, add the time needed to prepare and issue the court application and for the court to list and decide it. We give a timetable once we have assessed the company.

Costs usually include:

• Companies House: the restoration fee (£200, £500 or £1,000), plus outstanding filing fees and late-filing charges.
• Accounting: preparing missing annual returns, accounts and tax returns.
• Tax: any tax, interest and penalties owed to Gibraltar Revenue & Customs.
• Legal: preparing the affidavit and, if the matter is referred under section 415, the court application, hearing and court fees. Include this in the budget from the outset.

Getting Assets Back

Property that passed to the Crown on dissolution is dealt with through the restoration. Section 416(2) expressly makes the Crown's entitlement subject to orders made under sections 410 and 415. It does not mention section 414, which is a further reason to expect, and plan for, a court order where significant property is involved. In practice:

• Bank accounts: the bank may have closed the account or moved the balance. Expect to provide the restoration evidence and possibly go through account opening again.
• Real property: for property outside Gibraltar, take local advice on whether the restoration is recognised there.
• Dealings in the meantime: anything done with the property while the company was dissolved may be difficult to reverse. Acting promptly reduces the risk.

Avoiding a Future Strike-Off

• File the annual return within 30 days of the return date every year.
• Keep a registered office with a provider who passes on Registrar correspondence promptly, because section 412 letters go there.
• File changes of directors, shareholders and registered office on time.
• Keep accounts and tax filings up to date.
• If the company is no longer needed, close it properly, either by voluntary strike-off under section 413 or by a members' voluntary liquidation, rather than letting it lapse.

Sources

• Companies Act 2014, consolidated with effect from 1 August 2025: sections 188, 411 to 416.
• Companies House Gibraltar, Guidance Note 13: striking off and reinstatement (updated August 2025).
• Companies House, Application to restore a company to the Register (section 414(1)).
• Companies House Gibraltar, Table of Fees from 1 August 2025.
• Companies House Gibraltar, Important Notice on reinstatement (1 April 2016).

This guide is general information, not legal advice on any particular company.