Dissolved company assets: the basics

When a company is dissolved, by law, its assets – but not its liabilities – pass to the control of the Crown. The Treasury Solicitor represents the Crown in dealing with the collection of assets from dissolved companies. These assets are known as ownerless property or ‘bona vacantia’. The Treasury Solicitor has the right to sell such properties.

However, if you owned a company that was dissolved, you could potentially recover assets from it that have become bona vacantia.

This guide explains what bona vacantia is and what happens to company assets when a company is dissolved. It also covers the Treasury Solicitor’s role in the process, as well as the rules and regulations relating to bona vacantia, and how to contact and make a complaint against the Treasury Solicitor.

Bona vacantia assets

When a company is dissolved, its assets – but not its liabilities – pass to the control of the Crown (under Section 654 of the Companies Act 1985) as ownerless property or ‘bona vacantia’.

If the dissolved company’s last registered office was in England or Wales (other than in the Duchies of Lancaster or Cornwall), the Treasury Solicitor is the Crown’s nominee for dealing with its assets. Bona vacantia arrangements in the Duchies of Cornwall and Lancaster are dealt with by Farrer and Co.

Find out about bona vacantia arrangements in the Duchy of Cornwall on the Duchy of Cornwall website – Opens in a new window.

Find out about bona vacantia arrangements in the Duchy of Lancaster on the Duchy of Lancaster website – Opens in a new window.

In Northern Ireland, these matters are dealt with by the Crown Solicitor, as the Treasury Solicitor’s Nominee. For more information, you can call the Crown Solicitor’s Office on Tel 028 9054 6037 or write to them at the following address:

Crown Solicitor
Royal Courts of Justice
Chichester Street
Belfast
BT1 3JY

The Queen’s and Lord Treasurer’s Remembrancer deals with bona vacantia cases where the last registered office of a dissolved company was in Scotland. Contact the Queen’s and Lord Treasurer’s Remembrancer – Opens in a new window.

The Crown is not obliged to deal with bona vacantia in any particular way. The property will normally be disclaimed – ie the Crown gives up its right to the property – or sold, and the proceeds of sale transferred to the Exchequer to be dealt with in the same way as money raised by general taxation. For more information, see our guide on disclaiming property vested in the Crown as bona vacantia.

What the Treasury Solicitor does

The Treasury Solicitor is responsible for disposing of any assets that were held by a company at the date of its dissolution, and collects any revenues due to that company. This includes:

• cash balances
• freehold and leasehold property
• intellectual property
• shares
• mortgages

For more information, see the page in this guide on assets of a dissolved company.

However, the Treasury Solicitor does not take over the management of a dissolved company and is not responsible for the company’s debts or any other liabilities the company may have had. The Treasury Solicitor will not usually take possession of, or manage or insure, bona vacantia property.

When selling any property or rights that have passed to the Crown as bona vacantia, the Treasury Solicitor has to get the best price reasonably obtainable. For more information, see our guide on how to calculate purchase prices and legal costs for bona vacantia assets.

Only assets that were ‘beneficially’ owned by a company – ie not held on trust by the company for the benefit of another person – at the time it was dissolved pass to the Crown as bona vacantia. If you believe that a company was holding assets on trust for you, you should take independent legal advice on the matter, either from a solicitor, or from your local Citizens Advice Bureau (CAB). You can find a bona vacantia solicitor on the Law Society website – Opens in a new window or find your local CAB office on the Citizens Advice website – Opens in a new window.

You can also see our guide on what happens to assets owned by a dissolved company.

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Assets of a dissolved company

A company is dissolved when its existence is terminated either by its name being struck off the Companies Register, or by being wound up by a liquidator and dissolved.

Before a company is dissolved, its members should ensure that any assets owned by the company are dealt with and transferred out of the company’s ownership. If this is not done, all remaining assets – but not the liabilities – at the date of dissolution will pass into the ownership of the Crown (under Section 654 of the Companies Act 1985 or Section 1012 of the Companies Act 2006) as ownerless property or ‘bona vacantia’. For more information, see our guide on what happens to assets owned by a dissolved company.

The Bona Vacantia Division of the Treasury Solicitor’s Office is then responsible for dealing with the property and rights which were beneficially owned by the dissolved company – this does not include any assets held on trust for another person. If you believe that a company was holding assets on trust for you, you should take independent legal advice on the matter, either from a solicitor, or from your local Citizens Advice Bureau (CAB). You can find a bona vacantia solicitor on the Law Society website – Opens in a new window or find your local CAB office on the Citizens Advice website – Opens in a new window.

The assets of a dissolved company that the Treasury Solicitor will take responsibility for include:

• cash balances – see our guides on discretionary grants for dissolved companies that can be restored and discretionary grants for dissolved companies that cannot be restored
• freehold and leasehold property – see our guides on residential freehold property owned by a dissolved company and headleases of property owned by a dissolved company
• share capital – see our guide on the distribution of a dissolved company’s share capital
• intellectual property, including trademarks and copyright – see our guides on intellectual property and rights owned by a dissolved company, trade marks owned by a dissolved company and copyright owned by a dissolved company
• mortgages – see our guides on mortgages and charges owned by a dissolved company and sale by a mortgagee of land and buildings vested in the Crown as bona vacantia

Disclaiming assets

The Treasury Solicitor has the power to disclaim – ie give up the rights to – the assets of a dissolved company. As a matter of policy, the Treasury Solicitor will disclaim onerous property, such as:

• commercial leases at a rack rent
• any land used in common – eg private roads, amenity land, or common parts of an estate or flats
• contaminated property

For more information, see our guide on disclaiming property vested in the Crown as bona vacantia.

Where the dissolved company owned shares in another live company, the Treasury Solicitor will either disclaim the shares or sell the shares if they have any value. For more information, see our guide on shares owned by a dissolved company.

Referring a dissolved company asset to the Treasury Solicitor

If you have been directly or indirectly affected by the dissolution of a company, you may need to refer a dissolved company asset to the Treasury Solicitor. This could include if you:

• are a lessee whose freehold was owned by the dissolved company
• wish to purchase land owned by the dissolved company, or any other assets, such as shares, trademarks or copyrights
• are adversely affected by land owned by the dissolved company
• have a mortgage or charge on your property in favour of the dissolved company
• are a shareholder trying to retrieve monies held by the dissolved company

To refer an asset of a dissolved company to the Treasury Solicitor, you will need to complete the online ‘dissolved company notification’ referral form. Find the dissolved company notification referral form on the Treasury Solicitor Online (TSoL) website – Opens in a new window.

You will be required to confirm:

• your contact details
• the full name of the company
• the company’s registration number
• details of the asset you want to refer

Alternatively, you can write to the Treasury Solicitor confirming the above information at the following address:

Treasury Solicitor’s Office (BV)
One Kemble Street
London
WC2B 4TS

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Discretionary payments for dissolved companies

If a dissolved company can be restored to the Companies House Register, the Treasury Solicitor can make a discretionary payment from its assets to the former shareholders or liquidator. This is paid from cash balances received from banks and other financial institutions. For more information, see our guides on discretionary grants for dissolved companies that can be restored and discretionary grants for dissolved companies that cannot be restored.

If you want to restore a dissolved company that owned any property or rights at the time of its dissolution, you will need a waiver letter from the Treasury Solicitor. For more information, see our guides on Treasury Solicitor consent for administrative restoration and repaying funds to restored companies.

If former members or liquidators wish to apply for a discretionary payment, they will have to meet the Treasury Solicitor’s requirements – see the page in this guide on bona vacantia rules and regulations for the Treasury Solicitor.

The maximum amount for a discretionary payment for a company that can be restored to the register is limited to £3,000. However, this limit does not apply to companies which cannot legally be restored as different rules apply. For more information, see our guides on discretionary grants for dissolved companies that can be restored and discretionary grants for dissolved companies that cannot be restored.

If you occupy property owned by a dissolved company, you can claim adverse (factual) possession. For more information, see our guides on adverse possession of land and buildings where the Title is not registered and adverse possession of land and buildings where the Title is registered.

Debts and liabilities

The Treasury Solicitor is unable to make discretionary payments to creditors. It does not take responsibility for managing a dissolved company and so is not responsible for the company’s debts or any other liabilities the company may have had. If you are a creditor of a dissolved company of which the Treasury Solicitor holds the assets, you can only pursue your claim by restoring the company.

For more information, see our guide on what happens to assets owned by a dissolved company.

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Bona vacantia rules and regulations for the Treasury Solicitor

The Crown’s right to ownerless property or ‘bona vacantia’ is based on two laws:

• Administration of Estates Act 1925
• Companies Act 1985

When a company is dissolved, its assets pass to the Crown under Section 654 of the Companies Act 1985 or Section 1012 of the Companies Act 2006.

This guide can only give general advice around these laws. It is not a complete guide, a statement of policy or an act of parliament with any legal effect. Therefore, for more information it is recommended that you take legal advice.

The Treasury Solicitor considers each matter on its facts and decides each case on its merits. The Treasury Solicitor also reserves the right to vary or depart from the information in this guide at any time without notice. Decisions are based on all the information available and the Treasury Solicitor will tell the applicants about any decisions as soon as possible.

When dealing with any property and rights that pass to the Crown, the Treasury Solicitor will always act fairly and impartially, and in such a way so as to not prejudice the interests of the Crown or favour one party over another.

If you have been directly or indirectly affected by dissolution of a company or wish to purchase an asset previously owned by a dissolved company from the Treasury Solicitor, you should take your own independent legal advice, either from a solicitor, or from your local Citizens Advice Bureau (CAB). You can find a solicitor on the Law Society website – Opens in a new window and find your local CAB office on the Citizens Advice website – Opens in a new window.

Anti-money laundering procedures

Money laundering means exchanging money or assets that were obtained criminally for money or other ‘clean’ assets.

In accordance with good practice, and with the aim of preventing money laundering, the Treasury Solicitor operates in accordance with the principles laid down in Part VII of the Proceeds of Crime Act 2002. It is also subject to the obligation on public authorities set out in Regulation 49 of the Money Laundering Regulations 2007.

For that reason, the Treasury Solicitor may make enquiries, if they feel it necessary, to comply with this legislation. This could include obtaining evidence of identity from anyone the Treasury Solicitor does business with, and they may also keep all records as evidence.

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How to contact the Treasury Solicitor’s Bona Vacantia Division

If you have any questions about what happens to a dissolved company’s assets, or any aspect of ownerless property or ‘bona vacantia’, the Treasury Solicitor’s Bona Vacantia Division (BVD) should be able to help.

If you have a query, you can write to the Treasury Solicitor’s BVD at the following address:

Treasury Solicitor’s Office (BV)
One Kemble Street
London
WC2B 4TS

Alternatively, you can contact the Treasury Solicitor’s Office (Bona Vacantia) on Tel 020 7210 3116, or email them at bvinfo@tsol.gsi.gov.uk.

You can also submit questions or feedback to the Treasury Solicitor on the Treasury Solicitor Online (TSoL) website – Opens in a new window.

How to make a complaint

If you have a complaint about the BVD or any of its staff, you should contact the Head of BVD, who will try to resolve any problem quickly. You should receive a full response within ten working days from the receipt of your complaint. If this is not possible, the Treasury Solicitor’s Office will tell you when you can expect a reply.

You should send any complaint in writing to the following address:

Head of Division
Treasury Solicitor’s Office (BV)
One Kemble Street
London
WC2B 4TS

DX 123240 KINGSWAY

Alternatively, you can address your complaint directly to the Treasury Solicitor via email at thetreasurysolicitor@tsol.gsi.gov.uk.

If you are still unhappy after you have received a reply to your complaint and you feel that you have sustained injustice as a result of maladministration, you may wish to consider an approach to the Parliamentary Commissioner for Administration – the Ombudsman. The Ombudsman will investigate complaints made by members of the public about any government department and other bodies. To do this, you will need to make your complaint in writing to your local MP who can refer it to the Ombudsman, with your consent, with a request that an investigation be conducted.

However, there are some complaints on which the Ombudsman does not have jurisdiction to investigate. For example:

• the investigation of a crime, a judge’s decision or matters relating to national security
• staff issues – such as recruitment, pay and discipline
• commercial or contractual issues – except where they involve the compulsory purchase of land

In other cases, there may be a more appropriate method for dealing with your complaint. For some complaints, the best way to proceed may be by going through Court or to a tribunal.

It is highly recommended that you call the Parliamentary and Health Service Ombudsman Enquiry Line on Tel 0345 015 4033, to check that they can help with your complaint and for advice on submitting your complaint. Find information about the Parliamentary and Health Service Ombudsman on the Parliamentary and Health Service Ombudsman website – Opens in a new window.

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