When a company is dissolved, everything it still owns passes automatically to the Crown as bona vacantia (ownerless property) under section 1012 of the Companies Act 2006. Former owners can usually only get it back by restoring the company to the register, buying the asset from the Crown at market value, or, for cash, applying for a discretionary grant that is limited, costly and never guaranteed.

What does bona vacantia mean for a dissolved company?

Section 1012(1) of the Companies Act 2006 provides that when a company is dissolved, all property and rights vested in it or held on trust for it immediately before dissolution are deemed to be bona vacantia and belong to the Crown, or to the Duchy of Lancaster or the Duke of Cornwall where those Duchies have jurisdiction. Leasehold property is included. Property the company held as trustee for someone else is excluded.

It does not matter how the company was dissolved. The Government Legal Department explains that a company may be struck off by the Registrar for failing to meet its legal obligations, or dissolved after a formal liquidation, and in each case its remaining assets pass to the Crown automatically. A voluntary strike off on form DS01 has the same result; see striking off a company with form DS01.

The company’s liabilities do not pass to the Crown. The Government Legal Department’s guidance (BVC1) says they are normally extinguished on dissolution. Creditors who want to pursue a debt therefore have to restore the company rather than look to the Crown.

What kinds of assets are caught?

Any asset can become bona vacantia. The BVC1 guidance lists, among others:

  • freehold and leasehold property in England and Wales;
  • bank account balances;
  • other cash, such as insurance policy proceeds, tax refunds and sums paid into court;
  • copyrights, trade marks, patents and other intellectual property;
  • the benefit of mortgages where money is owed to the dissolved company;
  • the benefit of other agreements the company had entered into.

Shares the company held in other companies are also caught. In practice the assets accountants see most often are a forgotten bank balance, an HMRC or insurance refund paid after the company was closed, a lease that was never assigned, and domain names or trade marks registered in the company’s name.

Who deals with the assets?

Responsibility depends on the company’s last registered office and where the asset is. Under BVC1:

  • England and Wales, outside the Duchies: the Bona Vacantia Division (BVD) of the Government Legal Department, acting for the Treasury Solicitor;
  • Scotland: the King’s and Lord Treasurer’s Remembrancer;
  • Northern Ireland: the Crown Solicitor’s Office;
  • the Duchies of Lancaster and Cornwall: the Duchies’ solicitors, Farrer and Co.

Where the registered office and the asset are in different jurisdictions, the last registered office usually decides who deals with it.

The Crown is not obliged to deal with an asset in any particular way. BVD normally either disclaims it or sells it for full market value. It will not pay the company’s debts, manage or insure property, sell below market value, give a title guarantee, or give advice. BVC1 also says plainly that its role is not to correct the mistakes or negligence of directors and shareholders.

What is a Crown disclaimer?

Section 1013 lets the Crown representative disclaim the Crown’s title by signed notice. Under section 1014 the property is then treated as never having vested in the Crown. BVD tends to disclaim shared amenity areas and estate roads, property with onerous covenants or contamination, property in negative equity or in dispute, low value property and commercial leases.

A disclaimer must be executed within three years of the Crown representative first learning that the property may have vested in the Crown (section 1013(3)). Anyone interested in the property can apply in writing requiring a decision, and the Crown then has twelve months to disclaim (section 1013(4)). Notices are filed with the Registrar and published in the Gazette. BVC1 explains that a disclaimed lease is extinguished, while disclaimed freehold property escheats to the Crown Estate.

How can a former director or shareholder get assets back?

Restoring the company

If the company is restored, it is treated as having continued in existence and the assets belong to it again. Administrative restoration through Companies House under section 1024 is available only to a former director or member, only where the Registrar struck the company off, and only within six years of dissolution. Section 1025 requires that the company was carrying on business or in operation when it was struck off, that the Crown representative consents in writing where property has vested as bona vacantia, that outstanding documents are delivered and that outstanding late filing penalties are paid. Companies House asks for form RT01, the £341 fee, any missing accounts and confirmation statements, and, if the company had assets, a waiver letter from Bona Vacantia.

A company dissolved after a DS01 application or a liquidation needs a court order under section 1029. Outside personal injury claims, the application must be made within six years of dissolution (section 1030(4)).

Once the company is restored and the bank or other holder has passed the funds to BVD, a director, company secretary, creditor, liquidator or insolvency practitioner can apply on form RA15 for repayment. BVD’s guidance (CB4) says there is no fee for this.

If the Crown has already sold the asset

Section 1034 allows the Crown to dispose of an asset even though the company might later be restored. Restoration does not undo the sale. Instead the Crown pays the company the consideration received, or the value of the asset if nothing was received, less its reasonable costs.

Buying the asset

Anyone can refer an asset to BVD and offer to buy it, but BVD will want open market value and may sell to someone else if that gives the Crown a better price. Unquoted shares, intellectual property and freehold reversions each have their own BVD guidance note.

How do discretionary grants of cash work?

A discretionary grant lets money be recovered without restoration. There is no right to a grant, only one grant is made per company, and BVD only considers it once it has actually received the money from the bank or other holder.

Where the company could be restored, BVD’s guidance (CB2) caps the grant at £3,000. All former shareholders must apply, there must be no existing creditors, and each applicant must undertake not to restore the company. Former liquidators, administrators and CVA supervisors can also apply. Former directors cannot apply unless they were also shareholders.

Where the company cannot be restored (CB3), grants are made only where paying would relieve hardship, where it would otherwise be unreasonable or unconscionable for the Crown to keep the money, or where there is a compelling public interest. Not understanding the law, or not knowing about the asset, is expressly not a ground.

Worked example of the fees

BVD deducts a £300 administrative fee, and if the balance after that fee exceeds £750 it keeps a further 5% reservation against claims from creditors. If BVD holds £300 or less, no grant can be made. BVD’s own example: a balance of £2,300 less the £300 fee leaves £2,000; the 5% reservation of £100 is deducted; the grant paid is £1,900.

How can bona vacantia be avoided?

BVC1 puts the responsibility on directors and shareholders to deal with every asset before dissolution. A closure checklist should cover:

  • closing every bank and savings account and confirming nil balances;
  • claiming any Corporation Tax, VAT or PAYE repayment before applying to strike off, and redirecting late refunds where possible;
  • transferring or assigning property, leases, vehicles, domain names, trade marks and shares in subsidiaries;
  • distributing remaining cash to shareholders. Under section 1030A of the Corporation Tax Act 2010, distributions in anticipation of a strike off are treated as capital rather than income if the company has collected its debts and paid its liabilities and the total does not exceed £25,000; see closing a limited company: the tax position.

Accountants should also warn clients that a company struck off by the Registrar for failing to file accounts loses its assets in exactly the same way as one closed deliberately.

What mistakes do people make?

  • Assuming the bank will pay the directors. Once the company is dissolved the bank must treat the balance as Crown property.
  • Applying for strike off with a property still registered at HM Land Registry in the company’s name. The property becomes Crown property and may be sold or disclaimed.
  • Choosing a grant when restoration would recover more. A grant is capped, carries fees and requires an undertaking never to restore.
  • Leaving it too long. The six year limits for restoration are strict, and the Crown may sell the asset in the meantime.
  • Using the wrong route for the type of dissolution. Administrative restoration is not available after a DS01; see keeping a company dormant if the company may be needed again.

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Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.