CG13150 - Introduction and computation: occasions of charge: assets lost/destroyed/negligible value: companies restored to the Companies House register
Where a company has been struck off the register at Companies House, a person can apply for a court order for a company to be restored to the register under section 1029 of the Companies Act 2006 (CA 2006). If the application is successful then section 1032 CA 2006 applies, with the company deemed to have continued existing as if it had never been dissolved or struck off.
HMRC interprets section 1032 CA 2006 to mean that both the company and the share capital of that company are deemed to continue existing in the period between dissolution and restoration. The holder or holders of the share capital immediately prior to dissolution are deemed to have continued to hold the shares in the period between dissolution and restoration.
When a company is struck of the register at Companies House, the share capital of that company ceases to exist. As the shares are no longer held, a negligible value claim cannot be made. Instead, the holder or holders of the share capital can make a claim that the shares were actually lost under section 24(1) of the Taxation of Chargeable Gains Act 1992 (TCGA 1992), see CG13120.
The effect of section 1032 CA06 is that the shares cannot be claimed to have been lost or destroyed so the claim under section 24(1) TCGA 1992 cannot succeed. However it may be possible for a successful negligible value claim to be made in relation to the shares so long as the company is actually restored to the register and section 24(2) TCGA 1992 is satisfied, see CG13125 onwards.