- 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 attached application form DG3 and the relevant Statutory Declaration to us at Bona Vacantia Division (BVD), PO Box 70165, London WC1A 9HG.
- 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 cannot be restored to the Register. Separate Guidelines BVC2 and the accompanying application form DG2 apply if the company can 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.
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 rights 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 assets belong to the Crown, the Crown can give part or all of them 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 not possible to restore the company. You can obtain guidance from Companies House, Crown Way, Maindy, Cardiff CF14 3U (www.companieshouse.gov.uk) on whether or not a company can be restored to the Register.
How it works
6. HM Treasury has given the Treasury Solicitor the discretion to make discretionary grants. Each case will be considered on its merits. Only one grant will be made in respect of each dissolved company.
7. Our policy is to make such grants only where
- it would alleviate hardship,
- it would otherwise be unreasonable or unconscionable for the Crown to keep the assets, or
- there is a compelling public interest in making the grant.
8. When considering if a grant falls within our policy grounds stated in paragraph 7 above, further factors that we may consider include:
- the size and nature of the bona vacantia asset
- whether any statutory or other remedies are or have been available to the applicant
- the extent to which the applicant has contributed to the asset becoming bona vacantia
- the length and nature of the relationship between the applicant and the dissolved company
- any legal obligations that the company had towards the applicant before it was dissolved
- any rights to the asset that someone else may have or may be acquiring; and
- who (if anyone) is in possession of the asset.
9. We will usually only consider applications for discretionary grants from the following people:
- former liquidator(s), to distribute as if s/he were still the liquidator of the company;
- former shareholders (also referred to as 'members'), provided that the company was solvent when it was dissolved;
- former administrators to distribute as if s/he was still the administrator of the company; or
- company voluntary arrangement (CVA) supervisors.
10. 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.
11. 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.
12. 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 Treasury Solicitor may at some point in the future account to the creditors of the company for money that he has paid as part of a discretionary grant.
13. Finally, the Treasury Solicitor may also require a proportion of the fund to be kept by the Crown as the “Crown’s Share,” although in certain circumstances the Treasury may agree to waive this.
What to do Next
14. In the case of an application by former company shareholders, you will need to complete the application form DG3 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.
15. 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.
16. 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
Liquidators, Administrators and Company Voluntary Arrangement (CVA) Supervisors
17. In the case of an application by former liquidators, administrators or CVA supervisors, you will need to complete the application form DG3 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 practising 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
18. 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 DG3 and the Statutory Declaration for charities/non-profit organisations.
19. 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.
20. 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.
Proof of Identity
21. 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”.
22. 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.
23. 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.
24. 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.
25. 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).
26. 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.
Statutory Declarations and DG3
27. The Statutory Declaration must address the relevant factors in paragraphs 7 and 8 above.
28. Statutory Declarations that appear to the Treasury Solicitor not to comply with the requirements in these guidelines and DG3 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 DG3.
29. 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.
30. 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.
31. 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.
32. We will not usually make a grant if the applicant knew or ought reasonably to have known that the asset had passed to the Crown as bona vacantia following the dissolution of the company, and did not have the company restored to the register when it was possible to do so, unless there are valid reasons. The normal operation of the law of bona vacancia does not, by itself, amount to a valid reason.
33. 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.
34. 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.
35. 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 on any of the requirements we will not make a grant.
You can find more information about bona vacantia, together with the application form DG3 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.
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.
All rights reserved.
These Guidelines are subject to Crown Copyright and must not be altered, amended, deleted or added to.
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