Background
1. When a company that was registered under the Companies Acts is dissolved, all its property and rights in England and Wales (but not its liabilities) pass to the Crown as bona vacantia (meaning 'ownerless property' ) because of Section 654 of the Companies Act 1985 or Section 1012 of the Companies Act 2006, depending on when the company was dissolved.
2. If the company's last registered office was in England or Wales (other than in the Duchies of Cornwall or Lancaster) we are nominated by the Crown to deal with its property and rights.
3. Bona vacantia assets belong to the Crown, and the Crown is not obliged to deal with them in any particular way. Normally they would be disclaimed (i.e. the Crown gives up its interest) 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.
4. If the assets consist of money or cash received from a bank, building society or other financial institution, again the money will be transferred to the Exchequer to deal with in the same way as money raised by general taxation.
5. If you were the former member or creditor of a dissolved company then you may be able to restore the company to the register. Details of how to restore a company are available from the Companies House website at companieshouse.gov.uk.
6. If a dissolved company is restored to the register, then (unless the restoration order provides otherwise) we will account to the company for;
i) cash balances which belonged to the dissolved company and which we collected during the period when the company was dissolved, and
ii) the proceeds of sale of other property and rights which belonged to the dissolved company which we sold during the period when the company was dissolved.
7. The purpose of these Guidelines is to explain how we will repay to a restored company money held by us.
How it Works
8. We will repay by a cheque made payable only to the company (in the name it is registered with at Companies House), followed by the company registration number (as registered at Companies House).
9. In exceptional circumstances we may be prepared, at our discretion, to repay funds to the company's order upon receipt of a satisfactory authority from the company, together with satisfactory evidence that the signatories to the authority are who they claim to be, and have the power to provide an authority on the company's behalf. This requirement protects us against any subsequent claim that we should account to the company for the same funds.
10. We will only repay funds to the company's order if the company does not have an account with a bank or other similar financial institution (at the date of the request) and is not able to set one up.
11. The authority from the company should;
i) be in writing and dated
ii) be on the company's headed notepaper on which the company's name, registered office address and company number are clearly shown;
iii) signed by a majority of the officers of the company (“officers” means directors and the company secretary) - if the company only has two officers then both should sign;
iv) set out clearly the circumstances leading to the request for payment including the facts that the relevant company has been dissolved and subsequently restored to the register;
v) confirm that the company does not have an open account in its own name with a bank or other similar financial institution at the date of the request;
vi) state clearly that payment should be made to a named payee and the address to which the cheque should be sent; and
vii) state clearly that the company acknowledges that any payment made in this way is for its own convenience and as its sole risk.
Money Laundering
12. 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 and the obligation on public authorities including the Treasury Solicitor set out in Regulation 49 of the Money Laundering Regulations 2007.
13. For that reason, the Treasury Solicitor makes such enquiries as are deemed necessary to comply with the Act and the Regulations, including obtaining evidence of identity from those with whom we do business and retaining such evidence in accordance with our record-keeping procedure.
Proof of Identity
14. As part of considering your application, we will need to see satisfactory proof of identity including:
- current passports or UK photocard driving licences of all the parties applying for the payment; and
- a utilities bill or bank statement (not more than 3 months old) addressed to each of the parties at their home address.
15. Either the originals must be produced or copies certified as true copies by a practising solicitor, accountant, doctor or high street bank manager. The copies should be certified by stating that:
'I have verified the identity and the address of the applicant and certify that this is a true copy of the original'.
16. The person certifying the documents should sign and date them, and state their full name and business name and address.
17. If one or more of the parties involved is a company, we will need the same proof of identity for the officers or shareholders of that company.
Please Note
18. You may want to take professional advice on the important information in this document. It is not our role to give you legal advice - we provide the information as guidance only. We accept no liability for its accuracy and we reserve the right to change or depart from the guidance at any stage.
Further information
You can find more information about bona vacantia on this website.
Please note
The purpose of these guidelines is to set out our approach to the property and rights that pass to the Crown as bona vacantia. 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.
We will consider each matter on its facts and decide each case on its merits. Our decisions will be based on all the information available to us and we will tell applicants about our decisions as soon as possible. When dealing with any property and rights that pass to the Crown, we act fairly and impartially but in such a way as to not prejudice the interests of the Crown. We aim to be fair in all our dealings and not to take an unfair advantage or to favour one party over another.
This information is available in large print, audio tape and braille formats.
All rights reserved.
These Guidelines are subject to Crown Copyright and must not be altered, amended, deleted or added to.
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