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 want to apply for a grant, please follow our requirements set out in the Guidelines and ensure you provide the information referred to at the end of these guidelines and forward to 1 Kemble Street, London WC2B 4TS.
- We shall need two proofs of your identity and the identity of all other parties involved (see paragraphs 14 to 17 of the Guidelines).
- Please ensure you provide all the requested information at the end of these guidelines as we are unable to take your application forward without it.
- You will be required to pay a contribution towards our costs and disbursements for dealing with your application. This will usually 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 (BVC 18).
- We are not permitted to give you legal advice, so you should consider instructing your own solicitor if you have not already done so.
- If you employ a solicitor to act on your behalf, please let us know 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 (BVC 3) are applicable if the company cannot be restored to the Register.
- This is a simple 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, depeding 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 and 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. The Treasury Solicitor has been given discretion by HM Treasury to make grants of Bona Vacantia. Only one grant will be made in respect of each dissolved company.
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. Although we may consider applications for discretionary grants of assets other than money, it may not be practical to make such a grant if (for example) someone else has acquired some right to the asset, or is in possession of the asset, or if the asset is worth more than £3,000, which is the maximum we can give.
8. If the company can still be restored to the Register, that is the proper remedy for the members to regain possession of its property and rights, and restoration is the only remedy possible if the company has continued trading since dissolution, because it is illegal to trade in the company's name after dissolution. In order to rectify the position it is therefore necessary to restore the company.
9. 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. The Treasury Solicitor has therefore been given a discretion by HM Treasury to deal with money by way of discretionary payments to the former members and liquidators. Only one payment will be made in respect of each dissolved company.
10. If a payment is made, the applicant must pay a contribution towards our proper legal costs and disbursements. No VAT is charged on these costs. Disbursements are an additional deduction and are made at cost. If there are insufficient funds in our hands to cover the above, a grant cannot be made. Further informationon our costs can be found in the guidelines on Costs and Charges (BVC 18).
11. We will usually only consider application for discretionary grants from the following people:
- A former liquidator, to distribute as if s/he was still the liquidator of the company, or
- Former members, provided that the company was solvent when it was dissolved
12. Payments will only be made to the members who are shown as being members of the company at the date of dissolution in the “Register of Members” filed at Companies House. Former directors of the company are not eligible for a payment unless they were also members.
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.
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 grant; 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 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 members of the company with whom we are dealing.
What to do next
Members
18. In the case of an application by former company members, you will need to provide us with a Statutory Declaration signed by all the former members (or by the personal representatives of any members who have since died) in the presence of a practising solicitor or commissioner for oaths. Guidance on the formalities required for Statutory Declarations is set out below in section headed “Statutory Declarations”.
19. A Statutory Declaration supporting an application for a discretionary grant must include all of the following statements (where appropriate):
- that collectively you and they were only members of the company at the date of its dissolution;
- that there were no outstanding creditors of the company at the date of its dissolution or that all creditors have since been paid in full;
- an undertaking that you will not apply for the company to be restored to the register;
- that if creditors come forward you will return any grant made on demand;
- who the cheque should be made payable to;
- that you acknowledge that our proper legal costs will be deducted from any grant, and also a 5% reservation (where the grant is over £750) will also be deducted from any grant; and
- that (if appropriate) the company was not registered for Value Added Tax (VAT).
20. You will also need to provide us with:
- a letter from the HM Revenue and Customs confirming that the company did not owe any corporation tax and National Insurance contributions at the date of its dissolution;
- b) a letter from HM Revenue and Customs confirming that the company did not owe any VAT at the date of dissolution (if appropriate);
- proof of identity as set out in paragraphs 14 to 17 above; and
- an office copy of the grant of Probate or Letters of Administration in respect of any deceased member (if appropriate).
Liquidators
21. Applications by former liquidators, will need to be accompanied by a Statutory Declaration, which has been signed in the presence of a practising solicitor.
22. A Statutory Declaration in support of an application for a discretionary grant must include all the following statements (where appropriate):
- that you were the liquidator of the company at the date of its dissolution,
- an undertaking that you will not apply for the company to be restored to the register,
- that any grant will be distributed as if you were still the liquidator of the company,
- that you acknowledge that our proper legal costs plus disbursements will be deducted from any grant, and also a 5% reservation (where the grant is over £750) will also be deducted from any grant, and
- who the cheque should be made payable to.
Statutory Declarations
23. A practising solicitor or commissioner for oaths must witness the Statutory Declaration in support of the application. The full name of the solicitor who witnesses the Statutory Declaration and the name and address of the solicitor's practice must be clearly shown on the Statutory Declaration. Statutory Declarations that appear to the Treasury Solicitor not to comply with these requirements will not be accepted. The Treasury Solicitor acts only for the Crown and cannot offer you advice on how the Statutory Declaration should be drafted. You must take your own independent legal advice on the form, content and effect of the Statutory Declaration.
24. By way of an indication only and not by way of advice, a downloadable template Statutory Declaration is available at the end of these guidelines
Money laundering
25. 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.
26. 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
27. 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.
28. Once you have provided us with the appropriate Statutory Declaration and 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.
29. If 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.
30. If we do make a grant, you will be required to pay the above mentioned contribution towards our proper costs and disbursements. We do not charge VAT on these costs. Our costs will usually be deducted from the amount of the grant that we make. Further information on our costs can be found in the guidelines on Costs and Charges (BVC 18).
31. In deciding the amount of a grant, we will take into consideration any tax liability that would have been payable if the company had not been dissolved and the asset had been transferred to the applicant by the company. We will also take into account any interest that would have been payable on the unpaid tax.
32. 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, the application will not be considered until that possibility has been resolved.
33. If the company is restored to the register the Treasury Solicitor must account to the company for money passing through his hands, notwithstanding that he has paid it away, hence the need for the undertaking not to apply for restoration of the company.
34. 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 patries specified in Section 1029 of the Companies Act 2006 may restore it to the register. For this reason, despite the undertaking, we are still required to take a reservation of 5% of the value of the grant (after deducting costs) to guard against the risk the company may be restored, and this reservation is not repayable.
35. We emphasize that any grants we make and the terms upon which any grant is made are entirely discretionary. If we are not satisfied on any of the above points we will not make a grant.
Further information
You can find copies of all the documents referred to in these guidelines in our dissolved company guidelines section and more information about bona vacantia throughout 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.
Please ensure you provide the following information
- The full registered name and number of the dissolved company.
- The last registered office of the company.
- The date of dissolution of the company.
- If the asset in question is money, the full name and address of the Bank or Building Society where the money is deposited.
- The sort code and account number.
- Approximately how much money was deposited in the name of the company.
- If the asset is not money please give full details of the type of asset, and evidence that the company owned it at the date of dissolution.
- Evidence of your membership of the company or appointment as liquidator.
- The name, address and reference of your solicitors.
- The necessary proof of identity.
- The necessary Statutory Declaration.
Click here for Template Statutory Declaration (word document)
This information is available in large print, audio tape and braille formats.
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