Definition
Bona vacantia means “vacant goods”, the legal term for ownerless property that passes to the Crown. When a UK company is dissolved, any money, property or other assets still in its name, including bank balances and later HMRC refunds, automatically become bona vacantia. They can usually only be recovered by restoring the company, so directors should deal with company assets before closing it.
Who deals with the assets
This depends mainly on the company’s last registered office:
- England and Wales: the Bona Vacantia Division of the Government Legal Department, acting for the Treasury Solicitor
- Duchies of Lancaster and Cornwall: the Duchies’ solicitors
- Scotland: the King’s and Lord Treasurer’s Remembrancer
- Northern Ireland: the Crown Solicitor’s Office
Getting assets back
Company restoration returns the assets to the company. If the Crown has already sold an asset, the company receives the sale proceeds less costs. The alternative is to offer to buy the asset at open market value, with no guarantee of a sale. The company’s debts do not pass to the Crown; they are normally extinguished.
A director strikes off her consultancy company but leaves £3,200 in its bank account, and a £600 Corporation Tax refund arrives after dissolution. Both belong to the Crown.
If there is a chance the company will be needed again, keeping a company dormant instead of closing it leaves the assets in its name.
Related questions
- What happens to money left in a company after it's dissolved? It becomes bona vacantia and belongs to the Crown.
- How do I strike off my company with form DS01? Close bank accounts and distribute assets first, then file DS01 with Companies House.
Related terms
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Voluntary strike-off
Voluntary strike-off is the way directors close a limited company they no longer need, by applying to Companies House on form DS01 (£13 online)…
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Compulsory strike-off
Compulsory strike-off is when Companies House removes a company from the register because it has reason to believe the company is no longer carrying on business…
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Company restoration
Company restoration brings a dissolved company back onto the Companies House register.
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Members' voluntary liquidation (MVL)
A members' voluntary liquidation (MVL) is a formal process for closing a solvent limited company, run by a licensed insolvency practitioner acting as liquidator.
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