Important Notes
1. The attached Guidelines give you information about requesting the Treasury Solicitor’s consent/waiver letter on the administrative restoration of a company. Please read the Guidelines carefully as they will answer all of the general questions you may have. This will ensure we are able to provide an efficient service to all users. Please note that Companies House and not this office deals with the actual applications for administrative restoration. Their guidelines are available at:
http://www.companieshouse.gov.uk/about/gbhtml/gp4.shtml#ch4
2. We are not permitted to give you legal advice, so you should consider instructing your own solicitor, or taking your own independent specialist advice, if you have not already done so.
3. If you employ a solicitor or an accountant to act on your behalf, please quote their name, address and reference in all correspondence to us, and show them a copy of these Guidelines.
4. This is a simple guide and cannot cover every circumstance. The right to vary or depart from these Guidelines at any time without notice is expressly reserved.
Administrative Restoration (Section 1024 Companies Act 2006)
What is the Crown’s role and what is Bona Vacantia?
1. When a company is dissolved, all its property and rights (but not its liabilities) vest in the Crown as bona vacantia under section 1012 of the Companies Act 2006 (or the corresponding provisions of earlier legislation). The practical effect of this is that if the company owned any property or rights at the time of its dissolution you will require a waiver letter. The procedure for obtaining waiver letters is set out below.
2. As part of the application process, where any property or right of the company has vested in the Crown as bona vacantia, applicants must obtain the Crown representative’s written consent to the restoration of the company (a “waiver letter”). Applicants must also pay the Crown representative’s costs of dealing with the application for restoration and with dealing with any property of the company. The Crown representative is entitled to these costs as a condition of providing the waiver letter.
Obtaining a consent (waiver) letter from the Crown representative in cases where property or rights have passed to the Crown as bona vacantia
BEFORE applying for a waiver letter please make sure you can answer ‘yes’ to the following two questions:
1. Has the company actually been dissolved?
Companies are initially struck off the register and are only dissolved after a certain period of time has elapsed - usually around five days. Companies House can confirm if the company has been dissolved or is only struck off.
If your company has only been struck off and not yet dissolved you do not require a waiver letter and so you should not make an application to this office.
2. Was the company’s last registered address within the Treasury Solicitor’s jurisdiction?
Check the last registered office of the company as shown at Companies House. If that address is in Cornwall, Lancashire, Greater Manchester, Merseyside, Stockport, Cheshire or Cumbria then the Treasury Solicitor will not normally have jurisdiction. You should instead contact ‘Farrer and Co’ solicitors on 0207 242 2022, and provide them with the address of the company to confirm that you should make the application to their office.
If the last registered office is in Scotland, this office will not normally have jurisdiction. You should instead contact the Queen's and Lord Treasurer's Remembrancer at Unit 5, 14a South St. Andrew Street, Edinburgh, EH2 2AZ.
Procedure for applying for a waiver letter
1. Please note that you will be required to pay our standard initial costs of dealing with applications for waiver letters, which are £79 inclusive of VAT (although we reserve the right to review this figure).
2. In the event that the Treasury Solicitor has not dealt with any assets of the company no further costs will ordinarily be payable. However, where the Treasury Solicitor has dealt with the company’s property, we will require our full costs of dealing with those assets to be paid before providing our consent.
3. In cases where we incur additional costs in dealing with the application for a waiver letter we will require our full costs of dealing with the application before we provide the waiver letter. In either case we will provide you with a schedule of costs.
4. We would strongly recommend payment by BACS (including internet banking payments) or CHAPS. We will accept payment by cheque, but this is likely to increase the time required to deal with an application.
Our bank details, which should also be used for payments by BACS, Chaps and internet banking, are:
Account No: 12269775
Sort Code: 08-33-00
Account Name: GBS Re Crowns Nominee
Swift Code: CITIGB2LXXX
IBAN: GB76CITI08330012269775
Bank: Citibank
Address: Government Banking Service
c/o Citi
Citigroup Centre
33 Canada Square
Canary Wharf
London E14 5LB
Reference: [the dissolved company’s name]
5. If electronic payment is not utilised then cheques should be made payable to the ‘Treasury Solicitor’s Department’ with the company name, number and words “waiver letter” printed on the reverse of the cheque to avoid any delays.
6. It is essential that payments by BACS or CHAPS give the dissolved company’s name as a reference. In the event that an incorrect reference is used this will lead to delays in processing your application and will cause additional costs which may exceed our standard initial costs of £79. If that is the case then we will normally require payment of the additional costs as a condition of providing a waiver letter. If you cannot fit the whole company name in, please use as much of the name as you can as the payment reference.
7. Please do not use the company number as a reference as this is likely to delay the processing of your application.
8. You should then submit a BVC14 application form (available to the left of these guidelines on our website). The address to which the form should be sent is set out below in the Frequently Asked Questions. Alternatively you can fax the form to us at 0207 210 3104.
9. Please note that the Treasury Solicitor’s provision of a waiver letter does not guarantee that any application for administrative restoration is eligible or will be successful. It only indicates that we do not have any outstanding costs in relation to the company. It is your responsibility to ensure that you meet the criteria for administrative restoration and you should consider taking independent legal advice about this.
Frequently Asked Questions
How do I obtain the Treasury Solicitor’s consent/waiver letter under the new procedure? Will there be an application form to obtain this consent?
A standard form (BVC14) should be completed. All the initial information we need to process your request should be given in the standard form.
What costs will be payable and how can payment be made?
The Treasury Solicitor’s standard costs are £79 inclusive of VAT, but we reserve the right to review that level. If, however, we have expended further costs on a case then we will send you a schedule of those costs and will require payment before providing a waiver letter. We would encourage electronic transfer of any payment to this office. Whilst we do,accept payment by cheque there may be a delay in processing this.
Note:
1. The figure of £79 is inclusive of VAT.
2. The fee for the waiver letter (£79) is entirely separate to the fee payable to Companies House when you file the form RT01.
The £79 covers the standard processing of your application and checking whether we have any other outstanding costs payable in respect of the company. Please note that requests for updates or other information by telephone, email or post fall outside our standard costs and are likely to result in additional costs and delay in processing your application. In the event that we do have further costs, we will inform you of these. You will be required to pay these costs and any further costs associated with dealing with the application before a waiver letter will be provided.
Payments are encouraged via BACS transfer (including payments by internet banking), and CHAPS transfer, however a cheque will be accepted. BACS and CHAPS payments should provide the name of the dissolved company as the reference. Cheques (which will take longer to process) should be made payable to the Treasury Solicitor’s Department with the Company’s name, number and the words “waiver letter” on the reverse of the cheque to help avoid delays.
Does payment need to be sent together with the request for consent?
Yes. If we have dealt with the company’s property previously and have a file, we will require our costs of dealing with that property, and will write to you with details of the amount payable.
What happens if I do not use the correct reference for my payment?
If you use an incorrect reference for the payment this is likely to lead to delays in processing your application and result in additional costs for this office. We will normally require full payment of those costs as a condition of providing the letter.
Can I apply without using the form?
If you do not use the application form we will not normally be able to process your application. We will write to you explaining this and requesting that you resubmit the application on the BVC14 form. This is likely to result in this office incurring costs beyond our standard initial costs of £79, and we will normally require payment of these additional costs as a condition of providing the waiver letter. The processing of your application may also be delayed.
Where will the waiver letter be sent?
We will send the letter to the address that you put in the address panel of the BVC14 application form. If you would like the letter to be faxed to you, please insert your fax number at the relevant section of the form. If we fax the letter we will not post a copy.
Will you send the waiver letter to Companies House for me?
We will not send the waiver letter to Companies House.
Must the consent be obtained before making the Administrative Restoration application to Companies House?
Yes. You will need to submit the Treasury Solicitor’s consent with the RT01 application to the Registrar of Companies for administrative restoration to the register.
What documents and information are required by the Treasury Solicitor before providing a consent/waiver letter?
You will need to complete the attached form and send this to us together with our costs. You should not send in any further information or documents.
To whom should the request/application for the consent be addressed?
The form requesting the consent should be sent to:
The Treasury Solicitor (BV-WL)
One Kemble Street
London
WC2B 4TS
You can also fax the form to 0207 210 3104.
If you are on the DX system, you can send the form to: The Treasury Solicitor (BV-WL), DX 123240 Kingsway.
You should not deliver the form in person.
How long will it take to obtain the waiver letter?
This will depend on whether we already have a file open on the assets for the company. We will consider giving our consent once we are in funds. If you provide all the necessary information on the application form and comply with the payment requirements, this will assist with the processing of the waiver letter expeditiously.
Please note that in respect of payments by cheque, your application will take longer. Payments by CHAPS and BACS will speed up the process. You should allow three weeks for your application to be processed if you pay by BACS or CHAPS; payments by cheque may take longer.
If we have had to deal with the assets of your company whilst it was dissolved we reserve the right to charge for our services during that period, and our consent can be withheld until you pay our full costs if they are demanded.
Will there be any delay in providing a waiver letter?
The majority of delays in dealing with cases are as a result of failure to use the correct reference on payments, failure to use the BVC 14 application form, or other inaccuracies or mistakes in completing the form. The most effective way of ensuring that your application is dealt with as quickly as possible is to ensure that the form is correctly filled out and that the correct reference (the dissolved company’s name) is used when making BACS or CHAPS payments. Payment by cheque will also mean that your application takes longer to process.
Can I still go to court to get the Company restored?
You still have the right to apply to the court for restoration to the register under section 1029 of the Companies Act 2006 if you satisfy the provisions of that section.
Contacting us
Most questions that you may have about your application will be dealt with by these guidelines. Before contacting us you should ensure that you have read these guidelines carefully to see whether they answer your questions about making an application. It should not normally be necessary to contact us in most cases.
However, if there is a specific issue that is not dealt with in the guidelines, you can contact us on 0207 210 4529. If you want an update on the progress of your application, you should be aware that applications can take up to three weeks to process.
Further information
If you have any queries in relation to the provision of waiver letters please contact us at the address above. The Treasury Solicitor is unable to advise you on the requirements for administrative restoration, and you should obtain your own independent legal advice.
You can find more information about the Bona Vacantia Division by clicking on the "About Bona Vacantia" link above.
Information is also available in large print, audio tape and Braille formats.
Please Note
The purpose of these guidelines is to set out our approach to waiver letters. This document is not an Act of Parliament and it should not be read or interpreted like one. It is intended to provide general guidance only, and it is not a statement of policy.
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