Important Notes
- The attached Guidelines give you information you need about applying to the Treasury Solicitor for a discretionary grant. Please read the Guidelines carefully.
- If you wish to apply for a discretionary grant, please complete and return the application form DG2 and the relevant Statutory Declaration to us at 1 Kemble Street, London WC2B 4TS.
- We cannot start processing your application until we have received and banked the funds of the dissolved company from the relevant bank or other financial institution.
- We cannot take your application forward until you have given us ALL the required information.
- You will be required to pay the Treasury Solicitor’s proper legal costs and disbursements for dealing with your application. This will usually be deducted from the amount of any grant that is made. For grants over £750.00, we retain a 5% reservation of the value of the grant after deducting costs.
- We do not waive our costs and disbursements. If the funds we hold are insufficient to cover the above costs, a grant cannot be made.
- We do not give legal advice, so you should consider instructing your own solicitor.
- If you employ a solicitor to act on your behalf, please provide their name, address and reference as soon as possible, and show them a copy of these Guidelines.
- These Guidelines only apply if the company can be restored to the Register. Separate Guidelines (BVC3) and the accompanying application form DG3 apply if the company cannot be restored to the Register.
- This is a guide and cannot cover every circumstance. Each case will be dealt with on its own merits, and the right to vary or depart from the attached Guidelines at any time without notice is expressly reserved.
Background
1. When a company that was registered under the Companies Act 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.
What we can do for you
3. Bona vacantia property belongs to the Crown, and the Crown is not obliged to deal with it in any particular way. Normally, it will be disclaimed (i.e. the Crown gives up its right to the property) or sold, and the proceeds of sale will be transferred to the Exchequer to be dealt with in the same way as money raised by general taxation.
4. Although bona vacantia property belongs to the Crown, the Crown can give part or all of it away by a grant from the Treasury Solicitor. This power is discretionary. No one has any right to a grant. However, the power must be exercised fairly. It is up to the Treasury Solicitor to decide whether to make grants from bona vacantia property.
5. These Guidelines only deal with cases where it is possible to restore the company. 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.
How it works
6. If the company has not traded since dissolution, we recognise that restoring the company is not always an economic proposition because of the cost involved. However, the Treasury Solicitor has a discretion to deal with money by way of discretionary grants to the former members, liquidators, administrators and CVA supervisors. Only one grant will be made in respect of each dissolved company and the maximum we can give is £3,000.
7. We will usually only consider making grants out of money that we have received. Grants will not usually be made of other types of assets themselves, or from the proceeds of sale of other types of assets.
8. If the company can still be restored to the Register, then that is the proper remedy for the shareholders (also referred to as “members”) to regain possession of its property and rights. Please note that where the company can still be administratively restored, we will not generally make a discretionary grant. If you are unsure whether the company can be administratively restored, you must take your own independent legal advice.
9. If an application for a discretionary grant is successful and a payment is made, the applicant must pay the Treasury Solicitor’s proper legal costs and disbursements. No VAT is charged on these costs. If the funds we hold are insufficient to cover the above costs, a grant cannot be made. Costs and disbursements will be deducted from the amount of any grant that is made. Further information on our costs can be found in the Guidelines on Costs and Charges (BVC18) which can be downloaded from our website.
10. Where the grant is over £750.00, we retain a reservation of 5% of the value of the grant (after deducting costs) to guard against the risk that the company may be restored or other creditors of the company may come forward in the future which would mean that the Treasury Solicitor must account to the company or the creditors of the company for money that he has paid as part of a discretionary grant
11. We will usually only consider applications for discretionary grants from the following people:
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former liquidator(s), to distribute as if s/he was still the liquidator of the company;
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former shareholders, provided that the company was solvent when it was dissolved;
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former administrators, to distribute as if s/he was still the administrator of the company; or
- company voluntary arrangement (CVA) supervisors
12. Payments will only be made to the shareholders who were registered as shareholders of the company at the date of dissolution in the “Register of Members” filed at Companies House. Former directors of the company cannot apply for a discretionary grant unless they were also shareholders of the dissolved company.
13. In the case of companies where the Companies House records indicate that the formation agents were the last and only members, usually only they are entitled to apply for a discretionary grant. Such cases should be brought to our attention as soon as possible.
What to do next
Shareholders
14. In the case of an application by former company shareholders, you will need to complete the application form DG2 and the Statutory Declaration for former shareholders. The Statutory Declaration must be signed by all the former shareholders (or by the personal representatives of any shareholders who have since died) in the presence of a practising solicitor or commissioner for oaths.
Liquidators, Administrators and Company Voluntary Arrangement (CVA) Supervisors
15. In the case of an application by former liquidators, administrators or CVA supervisors, you will need to complete the application form DG2 and the Statutory Declaration for liquidators and others. The Statutory Declaration must be signed by all the joint liquidators, administrators or CVA supervisors in the presence of a practicing solicitor or commissioner for oaths. You are also required to provide evidence of your appointment and confirmation that you were the last insolvency practitioner appointed prior to the dissolution of the company.
Charities and Non-Profit Organisations
16. In the case of an application by charities, reference to which also includes other non-profit organisations, you will need to complete the application form DG2 and the Statutory Declaration for charities/non-profit organisations.
17. Before submitting an application, applicants must make sure that the constitution of their charity makes provisions for how to deal with the assets of the charity upon winding up or dissolution. These provisions usually state that the assets of the dissolved charity shall not be distributed among the members of the charity but shall be transferred to some other charitable institution with similar objects and which also prohibits the distribution of its property among its members. Such institutions are determined by the members of the charity before the time of dissolution. Failing that, the assets are distributed to some other charitable object.
18. Applicants should give us as much information as possible on the intended recipient of the discretionary grant. We will then contact them directly to request a copy of their constitution to confirm that they are legally able to receive the discretionary grant. To this end, applicants also need to submit written confirmation from the Charity Commission for England and Wales that they have no objection to the discretionary grant being paid to the intended recipient.
Statutory Declarations and DG2
19. Statutory Declarations that appear to the Treasury Solicitor not to comply with the requirements in these guidelines and DG2 will not be accepted. The Treasury Solicitor acts only for the Crown and cannot offer you advice on how the Statutory Declaration should be completed. You must take your own independent legal advice on the content and effect of the Statutory Declaration and DG2.
Proof of Identity
20. We will need to see satisfactory proof of identity and of address for each of the applicants. Please see the checklist entitled “Proof of Identity Checklist - Individuals” which you can download from our website.
21. Either the originals must be sent to us or copies certified as true copies by a practicing 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.
22. 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 statusStatutory Declarations.
23. If one or more of the parties involved is a company, proof of identity will be required in relation to that company. Our document entitled "Proof of Identity Checklist - Companies and Other Legal Structures" sets out what is acceptable proof of identity depending on the nature of the company
24. You will also need to provide us with an office copy of the grant of Probate or Letters of Administration in respect of any deceased member (if appropriate).
25. 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
26. 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.
27. For that reason, the Treasury Solicitor may make the necessary 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
28. You should take professional advice on the important information in this document. It is not our role to give you legal advice. 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.
29. Once you have provided us with the appropriate Statutory Declaration, DG2 and any other information, we will consider your application for a discretionary grant on its merits. We will make a decision based on all the information available to us, and we will then tell you our decision as soon as possible.
30. In case we have not yet received the cash balance from the company’s bank, please provide us with the dissolved company’s bank account number, sort code and branch name and address.
31. If it is possible that you have a claim against another person for any loss suffered as a result of the dissolution of the company, your application for a discretionary grant will not be considered until that possibility has been resolved.
32. As part of the application for a discretionary grant, we request an undertaking that you will not apply for restoration of the company because, if the company is restored to the register, the Treasury Solicitor must account to the company for money he has received notwithstanding that he has paid out part of the monies as a discretionary grant.
33. If an application for payment is accepted whilst the company can still be restored to the register, there is a risk that the Treasury Solicitor might still be called upon to account to the company because one or more of the parties specified in section 652 of the Companies Act 1985 or section 1029 of the Companies Act 2006 may restore it to the register. For this reason, despite the undertaking, we retain a reservation of 5% of the value of the grant (after deducting costs) to guard against the risk the company may be restored.
34. We must stress that any grants we make and the terms upon which any grant is made are entirely discretionary. If we are not satisfied in respect of any of the requirements, we will not make a grant.
Further information
You can find more information about bona vacantia, together with the application form DG2 and the Statutory Declaration, on our website. Information is also available in large print, audio tape and Braille formats.
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.
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