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 Engalnd 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. These assets often include credit balances in accounts held by banks, building societies and other financial institutions (referred to in these Guidelines as 'banks' for short).
Effect of Dissolution
5. The dissolution of a company automatically cancels the authority of the former shareholders, directors, employees and other agents of the company to operate the account in question and, in particular, the authority to make withdrawals from it.
Discretionary Payments from Cash Balances
6. If we receive money previously owned by a dissolved company, in certain circumstances the former members (eg. Shareholders) or a former liquidator may be able to apply to us for a discretionary payment from that money. If you receive any further enquiries from former members or a former liquidator, please direct them to our website where our guidelines BVC2 and BVC3 provide further information about how to apply for discretionary payments.
7. Alternatively, they may write to us at Treasury Solicitor (BV), One Kemble Street, London WC2B 4TS or telephone 020 7210 4700 or by fax on 020 7210 3104.
8. Please note that discretionary payments are not available in all cases.
Jurisdiction
9. When considering whether to refer a credit balance to us, you should take careful note of the matters set out in this section as they are fundamental to our entitlement to collect cash balances.
10. The office that is responsible for dealing with the assets of dissolved companies (including bank balances) depends upon where the last registered office of the company was situated, and where the asset is situated. The rules are complicated, but can be summarised as follows:
i) If the company's last registered office and the asset was in England or Wales (other than in the Duchies of Cornwall or Lancashire) its assets are dealt with by the Treasury Solicitor.
ii) If the company's last registered office and the asset was in Scotland its assets are dealt with by the Queen's and Lord Treasurer's Remembrancer, of 25 Chambers Street, Edinburgh EH1 1LA.
iii) If the company's last registered office and the asset was in Northern Ireland assets are dealt with by the Crown Solicitor of PO Box 410, Royal Courts of Justice, Belfast.
iv) If the company's last registered office and the asset was in the Republic of Ireland assets are dealt with by The Chief State Solicitor, Osmond House, Little Ship Street, Dublin 8.
v) If the company's last registered office and the asset was in the Duchies of Cornwall or Lancashire its assets fall to be dealt with by Messrs Farrer & Co, Solicitors, of 66 Lincolns Inn Fields, London WC2A 3LH. The Duchy of Cornwall comprises the County of Cornwall. The Duchy of Lancaster comprises the Counties of Lancashire, Merseyside and parts of Greater Manchester, Cheshire and Cumbria. Further details as to the precise boundaries of the Duchy can be obtained from the Duchy Office, 1 Lancaster Place, Strand, London WC2E 7ED (Tel: 020 7836 8277).
vi) If the company's last registered office and the asset are in different jurisdictions, the office in whose jurisdiction it is situated usually deals with the assets.
11. Assets, Including bank balances, only pass to the Crown as bona vacantia if the former owning company did not hold them on trust for someone else. This exclusion forms part of section 654 of the Companies Act 1985 and Section 1012 of the Companies Act 2006 and only applies if there was a trust in the strict legal sense. If you are uncertain whether a trust applies in a particular case then you should seek legal advice and, at the same time, let us know so that we can review the position.
Our Requirements
12. When you learn that a limited company holding an account with your bank has been dissolved, please send this office the following:
- a cheque made payable to the Treasury Solicitor for the credit balance in the account;
- a letter setting out the name of the dissolved company that held the account, the company number and the date when the company was dissolved;
- a bank statement showing all payments out of the account after dissolution (other than bank charges).
Information about whether a company has been dissolved can be obtained from Companies House in Cardiff (tel. 0870 333 3636 or at www.companieshouse.gov.uk).
13. It is our current policy to collect ALL credit balances owned by dissolved companies, regardless of the amount involved.
Money Laundering
14. In accordance with good practice, and with the aim of preventing money laundering, the Treasury Solicitor (as the Crown's Nominee for dealing with assets that vest in him as bona vacantia) 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.
15. 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.
Please Note
16. 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.
17. You can find further 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.
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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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