UK Re-registering with co.s house in prep for a cross-border merger

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Hi everyone, I'm a little out of my depth and could really do with some advice.

I work in the construction industry and have dealt with both Financial and Management accounts, however i have a friend who has asked me to do him a favour and help arrange for a company which is based in the Netherlands to purchase its UK equivalent. He owns both, and they operate in the same sector. A cross-border merger seems like the way to go, and though this is not something i have ever dealt with before, I am confident i can work it out (watch this space for further queries!).

The main issue I am having at the moment however is that the UK company (incorporated June 2016) was struck off on Companies House in November 2017 due to no accounts ever having been issued (this was long before he asked me to get involved, else they would have been!). The company continued to trade, slowly at first but recently it made some significant profit which has prompted his desire to absorb it in to the NL company. The accounts of the latter are up to date as he has a Dutch accountant preparing these.

I guess what i'm asking is how to go about re-registering the UK company on Co.s house in such a way that it will have the least amount of fallout for the owner, given that the business has continued to trade. (I'm assuming that the UK company does need to be registered for the NL one to purchase it, but correct me if i'm wrong). Is there a way i can reinstate the old company or do I need to register it as an entirely new one? Is it possible to backdate incorporation and do i need to make some form of written appeal to Companies House?

The owner is happy to pay any overdue tax and fees & I'm expecting I will have to prepare all the accounts from incorporation onwards. I have asked for the information to do so more than once but as yet it remains elusive and until the company is UK registered i suppose it makes little difference - unless of course, Co.s. house is likely to want this info to reinstate the business?!

As you have probably gathered i'm feeling a little out of my depth, so any help or advice you can give would be very much appreciated.

Many thanks,
Danielle
 

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