Restoration of a dissolved company by an assignee of a debt

The applicant, in this case EasyGroup Limited, petitioned for a double-barrelled order restoring ER Travel Services to the register and immediately winding it up. What was unusual about the application is that EasyGroup’s standing arose from it having taken an assignment of a debt due from ER Travel Services two years after it was dissolved. 

It also sought restoration because, it said, the administrators of ER Travel Services hadn't fully investigated certain transactions in relation to the company’s IP before dissolution.

A key question here was whether EasyGroup had standing. The debt they had taken an assignment of was a debt due to a third party who submitted a proof of in the administration of ER Travel Services, but at the date of the assignment the company had been dissolved.

Did that mean as the debt had been extinguished that there was nothing to assign? No, it didn’t. Under s. 1032 Companies Act 2006, on restoration a company is deemed to have continued in existence as if the dissolution hadn't taken place at all.

Any petitioner seeking a double barred restoration and winding up order was in the same position in the sense its status as creditor post-dated dissolution – an assignment of all rights to the debt would include whatever right the original creditor had to present a winding up petition. 

Arguments were also made around whether the restoration and petition was an abuse of process in that EasyGroup were using this for the collateral purposes of gaining leverage in a long running IP dispute with a third party. The court was, however, satisfied that on balance there were legitimate reasons why an office holder should investigate certain matters relating to the company’s IP for the benefit of the general body of creditors.

Easygroup Limited v EE Travel Services Ltd (Dissolved) [2025] EWHC 2970 (Ch)

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