Can you sue a dissolved UK company?
Short answer: not directly. But yes, two ways.
A dissolved or struck-off company has no legal personality, a court will not hear a claim against an entity that does not exist. That is the bad news.
The good news is that UK law has two routes for the creditor who is owed money: you can restore the company to the register under Companies Act 2006 s.1024-1032 and then sue it, or you can pursue the directors personallyunder Insolvency Act 1986 s.212-217 if they crossed certain lines.
This page walks through both routes in plain English, written for the supplier, freelancer, or small contractor who has just discovered the company that owes them money is gone. Not the textbook version. The version a solicitor would actually explain to you over coffee.
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Route 1
Restore the company, then sue it.
UK Limited companies can be brought back to life. Companies Act 2006 makes two routes available, and which one you use depends on how the company was dissolved.
Administrative restoration, Companies Act 2006 s.1024
Cheapest, fastest route. Only available if the company was struck off by Companies House under s.1000 or s.1001 (typically for failing to file accounts or confirmation statements) within the last six years, and the applicant is a former director or member.
If you are a creditor, you cannot use this route. You need court-ordered restoration instead.
Restoration by court order, Companies Act 2006 s.1029
This is the creditor route. You apply to the court (typically the Chancery Division or the County Court at Central London) for an order restoring the company to the register. Cost: £280 court fee plus solicitor fees of typically £1,500-£3,000. Timeline: 3-6 months.
Once restored, Companies Act 2006 s.1032 treats the company as having continued in existence throughout, meaning the limitation clock didn\'t stop, and you can sue for the debt as if the dissolution never happened.
The catch: a restored company is often an empty shell. You\'ve spent ~£2,000 restoring it only to find it has no assets. That is why Route 2, going after the directors personally, is usually the more productive line of attack.
Route 2
Sue the directors personally.
Limited liability is not absolute. UK law strips it away in specific circumstances where directors have crossed clear lines. There are three you should know about.
Fraudulent trading, Insolvency Act 1986 s.213
If the business was carried on with intent to defraud creditors, directors who were party to it are personally liable for any sums the court thinks proper. High bar, actual dishonesty must be proved, but the canonical pattern is: the directors knew the company couldn\'t pay your invoice when they accepted your work, and ordered it anyway.
Wrongful trading, Insolvency Act 1986 s.214
Lower bar than fraudulent trading. A director is liable if they knew, or ought to have known, that there was no reasonable prospect of avoiding insolvent liquidation, and they kept on trading. Test is objective, what a reasonably diligent director would have seen. Liability is the additional loss caused to creditors from the moment the duty kicked in.
Phoenix-name re-use, Insolvency Act 1986 s.216-217
The pattern most people mean when they say "they dissolved the company that owed me money and opened a new one two streets over". If a director of an insolvent company re-uses the company\'s name, or any name so similar that it suggests an association, in a new company within five years, without one of the three specific s.216(3) exceptions, two things happen.
One, it is a criminal offence punishable by imprisonment and/or fine. Two, under s.217, the director is personally liable for the new company\'s debts for as long as they\'re involved in its management. Creditors of the new company (and arguably the old) can sue them direct.
This is the strongest single route for creditors of dissolved companies where a phoenix pattern is visible, no restoration needed, no need to prove dishonesty, and the personal liability is automatic on the s.216 breach.
What a solicitor will ask you for
The evidence pack.
No competent UK solicitor will give you a costed opinion until you can show them the basic picture. Turning up with "they owed me £8,500 and disappeared" produces a quote for £400 of initial investigation work before they\'ll even tell you if you have a case. Turning up with the evidence pack already assembled produces a costed strategy in the first meeting.
A solicitor will want:
- • Proof of the debt, invoice, contract, payment statement
- • The dissolved company\'s Companies House history, last filed accounts, dissolution reason, dates
- • The directors\' full appointment history across all companies, current and dissolved
- • Any new company the same directors run, especially with a similar trading name
- • Any visible asset transfers between the old company and the new one
- • Any pattern of repeat dissolutions (the "serial phoenix" director)
The £167 Forensic Report assembles items 2-6 in 90 seconds.
You enter the dissolved company\'s name or Companies House number. We pull the full filing history, every director\'s complete appointment trail, every other company they\'ve been involved in, any phoenix-name patterns, any visible asset trails. Delivered as a PDF you can hand straight to a solicitor or use to vet whether your case is worth pursuing.
Start a Forensic Report, £167Related reading
Frequently asked
Can I sue a dissolved UK company directly?
No. The moment a company is dissolved or struck off the Companies House register, it ceases to have legal personality. A court will not entertain a claim against an entity that no longer legally exists. You must restore it to the register first, then sue the restored company, and separately, you may have direct claims against its directors personally.
How do I restore a dissolved company to the register?
Two routes. Administrative restoration (Companies Act 2006 s.1024) is the cheaper, faster path, available only if the company was struck off under s.1000/1001 (failure to file) within the last 6 years, and the applicant is a former director or member. Restoration by court order (Companies Act 2006 s.1029) is open to creditors and is used when the company was voluntarily dissolved or where administrative restoration isn't available. Court orders cost ~£280 plus solicitor fees and take 3-6 months.
What is the time limit to bring a claim?
For most contract debts, six years from the date the cause of action accrued (Limitation Act 1980 s.5). Restoration "stops the clock", once restored, the company is treated as if it never ceased to exist for limitation purposes (Companies Act 2006 s.1032). Misfeasance and wrongful-trading claims against directors have their own limitation rules, get specialist advice quickly.
Can I claim against the directors personally?
Yes, in three specific situations. (1) Fraudulent trading, Insolvency Act 1986 s.213, if the company's business was carried on with intent to defraud creditors. (2) Wrongful trading, Insolvency Act 1986 s.214, if directors continued trading when they knew or ought to have known there was no reasonable prospect of avoiding insolvent liquidation. (3) Phoenix-name re-use, Insolvency Act 1986 s.216-217, automatic personal liability where a director of an insolvent company re-uses the name or a similar trading name in a new company within five years, without one of the specific s.216(3) exceptions.
What is a "phoenix company"?
In plain English: same directors, same business, same customers, same trading name (or one similar enough that customers think it's the same firm), but a new Limited company set up after the old one was dissolved or liquidated, leaving the old creditors unpaid. The Insolvency Service treats this as a high-risk pattern and Section 216 of the Insolvency Act 1986 makes the directors personally liable for the new company's debts unless one of three specific exceptions applies.
Will a solicitor take my case on no-win-no-fee?
Sometimes, if the amount owed justifies the work and there is a real prospect of recovery from either the restored company or its directors personally. Solicitors want to see evidence first, accounts of the dissolved company, director history, any pattern of phoenix behaviour, asset trails. The £167 Forensic Report is designed to be exactly that evidence pack: it pulls the directors' full Companies House history, any other companies they run, any dissolution/restoration history, and any visible phoenix patterns.
How much does restoration plus litigation typically cost?
Administrative restoration is the cheapest: ~£100 application fee + a few hundred pounds in solicitor time. Court-ordered restoration is more: ~£280 court fee + £1,500-£3,000 in solicitor fees. Subsequent litigation costs depend entirely on the route, small claims (under £10,000) you can run yourself; multi-track claims need full representation. Personal-liability claims against directors are often pursued via the liquidator after compulsory winding-up, where costs come out of recoveries.
What evidence do I actually need?
A competent solicitor will want: (1) proof of the debt, invoice, contract, statement; (2) the dissolved company's Companies House history including last filed accounts and reasons for strike-off; (3) the directors' full appointment history across all companies (current and dissolved); (4) any new company the same directors have since incorporated, especially with a similar name or in the same trade; (5) any visible asset transfers from the old company to the new one. RecoupIQ's £167 Forensic Report assembles items 2-5 from public records in 90 seconds.