Background
1. When a company is dissolved, all its property and rights in England and Wales pass to the Crown as bona vacantia. This means “ownerless property.” Any obligation of the company does not pass to the Crown. We deal with bona vacantia property on behalf of the Crown.
2. If the company’s last registered office was in England or Wales, other than in the Duchies of Cornwall or Lancaster, we have been chosen by the Crown to deal with its property.
3. Bona vacantia assets belong to the Crown, and the Crown does not have to deal with them in any particular way. Normally the Crown sells the bona vacantia assets and the proceeds of sale are transferred to the Exchequer.
4. If the assets consist of money 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 a former shareholder (also referred to as “a member”) or creditor of a dissolved company, then you may be able to restore the company to the register. You can obtain guidance from Companies House, Crown Way, Maindy, Cardiff CF14 3UZ (www.companieshouse.gov.uk) on how a company can be restored to the Register.
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. We cannot start processing your application until we have received and banked the funds of the restored company from the relevant bank or similar financial institution.
8. The purpose of these Guidelines is to assist you when applying for us to repay funds we hold as bona vacantia in relation to a dissolved company when that company is subsequently restored to the register. In order for us to properly consider your application, you will have to complete the application form RA15. Please note that, when returning your completed form RA15, you will have to submit a copy of the court order restoring the company or confirmation from Companies House for administrative restoration, whichever is applicable.
How it Works
9. We will repay by a cheque made payable only to the company in the name it is registered with at Companies House.
10. In exceptional circumstances we may be prepared, at our discretion, to repay funds to a different individual or corporate entity if the company provides us with satisfactory authority (“Payment Authority”). Please tick the relevant box on the application form RA15and then download the Payment Authority.
11. The Payment Authority should set out clearly the circumstances leading to the request for payment. It should also be signed by a majority of the officers of the company. “Officers” mean directors and the company secretary. If the company only has two officers, then both should sign the Payment Authority. Full details of the requirements are contained in the Payment Authority.
12. We will only accept the Payment Authority 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.
13. Those signing the Payment Authority must provide proof of identity (see below) and they must also have the power to provide a Payment Authority on the company’s behalf.
Proof of Identity
14. We will need to see satisfactory proof of identity and of address for each of the signatories to the Payment Authority. Please see the checklist entitled “Proof of Identity Checklist - Individuals”.
15. Either the originals must be sent to us or copies certified as true copies by a practising solicitor, commissioner for oaths, qualified accountant or by the Post Office ID Checking Service. Where the applicant is resident outside of England and Wales, the documents can be certified by a Notary Public registered in their country of residence. Please note: no certification other than by those listed in the previous two sentences will be accepted unless previously agreed with this Division.
16. The person certifying the documents must sign and date them, and must state their full name, business name and business address. They must also provide us with details of a publicly accessible website which we can check to confirm their status.
17. If you send us original proofs of identity, we would highly recommend that you use Special Delivery. Please note that we always use Special Delivery to return original documents sent through to us.
Money Laundering
18. In accordance with good practice, and with the aim of preventing money laundering, the Treasury Solicitor operates in accordance with the relevant provisions in 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.
19. For that reason, the Treasury Solicitor may make enquiries, including obtaining evidence of identity from those with whom we do business, and retaining such evidence in accordance with our record-keeping procedure.
Please Note
20. We provide this 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. You should take professional advice if necessary.
Further information
21. You can find more information about bona vacantia on this website. Information is available in large print, audio tape and braille formats.
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These Guidelines are subject to Crown Copyright and must not be altered, amended, deleted or added to.
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