BONA VACANTIA: In most cases, key members will deal with the assets when a company is dissolved.
This usually means transferring any valuable assets out of the business.
But, at the date of dissolution, any remaining assets will pass over to the Crown. In legal terms they are ‘bona vacantia‘ referring to any ownerless properties.
Business assets can include shares, mortgages, property, land, and intellectual property. Intangible property can be patents, copyrights, registered designs, or company trademarks.
How to Claim or Buy Dissolved Company Assets
In some cases, you can claim money back or buy some business assets from the dissolved company. The process depends most on how closing down a business affects you. The three main options include:
- Get a court order to restore a company: If it owes you money.
- Buy (or claim) a dissolved company’s assets: In cases where the company closure affects you.
- Apply for a discretionary grant: For those who were a shareholder of the business.
Note: Always get legal advice about ways to claim money or property from a dissolved company.
Get a Court Order to Restore a Company
There are several reasons for getting a court order to restore a company. You might be able to apply if:
- You conducted business with the company or you worked for the dissolved company.
- You have a competing or shared interest in land.
- The responsibility of employee pension fund is down to you.
- You were a director, a shareholder, or the company owed you money when it was dissolved.
Note: In some cases, you can restore your dissolved company without a court order. As a rule, you need to be a shareholder or a director of the company.
Claim to Restore by Court Order Application Process
- In England and Wales you should use Form N208. Download the form and fill in ‘claim to restore by court order’ to apply for court order restoration.
- If you need help to fill in the form N208 HM Courts and Tribunals service offers guidance notes.
- You may need to search for the registered office of the company. You can get information about a company using an online search facility. Send the completed form to their nearest county court dealing with bankruptcy cases.
- Remember to include the current court fee for this type of claim. They accept cash, a postal order, or a cheque made payable to ‘Her Majesty’s Courts and Tribunals Service’.
- You may need to send a witness statement. Check the support information outlined in the Treasury Solicitor’s guide to company restoration section 4.
Note: Contact the Royal Courts of Justice if you are unsure where to send the form and payment.
Applying in Scotland
Is the initial value of the company shares ‘paid-up capital‘ more than £120,000? If so, you should apply to the Court of Session. You must apply to the local sheriff court for other companies.
Note: The next step would be to serve a ‘petition to restore‘ on the Registrar of Companies in Scotland. The court may also ask you to serve on other selected bodies as well.
Applying in Northern Ireland
You must apply by serving an ‘originating summons‘ on the Royal Courts of Justice:
Royal Courts of Justice
Chichester Street
Belfast BT1 3JY
Note: Send it to the Registrar of Companies in Northern Ireland as well. You may also need to add a witness statement in support of the application.
The Registrar of Companies
Companies House
Second Floor
The Linenhall
32-38 Linenhall Street
Belfast BT2 8BG
If the Claim gets Accepted
After acceptance the court issues an order to restore a company. They will send it to you. You must then send it on to the Registrar of Companies. Once they receive it they will restore the dissolved company.
The next step in the process is trying to get your money back. Thus, further action is usually needed to:
- Get a ‘judgment’ from court for monies owed (plus interest and costs).
- Issue a statutory demand.
- Take out a winding up petition to wind up a company that owes you money.
Buying Assets from a Dissolved Company
Often, you can buy or claim an asset belonging to a dissolved company. You must ask the body representing the Crown – known as ‘referring’ an asset. Who you ask depends on where the company was registered.
The body you need to ask will depend on where the company got registered. But, anybody can refer an asset, such as if:
- You are the leaseholder of a property where the company owned the freehold.
- You want to buy land owned by the company (or affected by it).
- You want to buy other assets of the company (e.g. trademarks, copyright, or shares).
- You are a shareholder and trying to get cash held by the company.
Referring an Asset
The Treasury Solicitor handles dissolved company assets in England and Wales (not Cornwall or Lancashire).
Treasury Solicitor’s Department
Bona Vacantia Division (BVD)
PO Box 70165
London WC1A 9HG
Other Bodies Representing the Crown
The assets of dissolved companies elsewhere get dealt with by:
- Farrer and Co in Cornwall and Lancashire.
- The Queen’s and Lord Treasurer’s Remembrancer in Scotland.
- The Crown Solicitor’s Office for Northern Ireland.
Crown Solicitor’s Office for Northern Ireland
Telephone: 028 9054 6037
Crown Solicitor
Royal Courts of Justice
Chichester Street
Belfast BT1 3JY
Application for Discretionary Grant
The shareholders can often get assets back from a dissolved company. Apply to the Treasury Solicitor in England and Wales (but not Cornwall or Lancashire).
The method of application depends on whether the company can get restored or not. The Treasury Solicitor has further guidance depending on whether they can restore the company or not.
Treasury Solicitor’s Office
Email: [email protected]
Telephone: 0207 210 4700
Fax: 0207 210 3104
Check the cost of phone calls.