How to Recover a Dissolved Company's Assets (Bona Vacantia) in 2027 and 2028

Bona vacantia is Latin for "vacant goods": property with no owner. When a UK company is dissolved, anything it still owns becomes ownerless in law and passes to the Crown. That includes money in the bank, land and buildings, shares in other companies, trademarks and even debts owed to the company.

Directors are often surprised to learn this, because they assume what was "their" company's money is still theirs. This guide explains how bona vacantia works, who deals with it, and how to recover a dissolved company's property.

What passes to the Crown

On dissolution, the following generally vest in the Crown as bona vacantia:

• Cash in bank, building society and payment-provider accounts;
• Land and buildings, including leases;
• Shares and investments;
• Intellectual property, such as trademarks and domain rights held by the company;
• Money owed to the company, such as unpaid invoices or tax refunds; and
• Vehicles, equipment and stock.

Property the company held on trust for someone else is treated differently, but the general rule is that the company's own assets go to the Crown.

Who deals with bona vacantia

What the Crown does with the property

The Crown representative can hold, sell or otherwise deal with the property. In practice:

• cash is usually held and can be returned if the company is restored;
• property and shares may be sold, especially after some time has passed; and
• the Crown representative can disclaim property it doesn't want, such as a lease with liabilities.

If property is sold before the company is restored, the company normally gets the sale proceeds back rather than the asset itself, less costs.

How to get the property back

The standard way is to restore the company to the register. Restoration puts the company back as if it had never been dissolved, and property still held by the Crown is returned, less the Crown representative's costs.

1. Check the company's status and dissolution date.
2. Contact the Crown representative and ask for a waiver or consent letter (needed for administrative restoration where the company held property).
3. Apply for administrative or court restoration, usually within six years of dissolution.
4. After restoration, ask the Crown representative and any bank or provider to return or release the property.

The costs involved are set out in our guide to company restoration costs.

Asset by asset: what happens and how to get it back

Different kinds of property behave differently once they pass to the Crown.

Cash in a bank or payment account

Banks freeze the account when the company is dissolved and may transfer the balance to the Crown representative. Cash is usually held, so it can normally be returned after restoration, less the Crown's costs. See our detailed guide to releasing funds from a dissolved company's bank account.

Land and buildings

Freehold and leasehold property vests in the Crown. The Crown representative may sell it, especially if it has value, or disclaim it if it carries liabilities (for example a lease with rent arrears). A disclaimer ends the Crown's interest; it can have serious consequences for landlords and anyone else with an interest in the property, so take legal advice quickly.

Shares in other companies

If the dissolved company owned shares, those shares pass to the Crown. Subsidiaries can be left without an active shareholder, which can block decisions. Restoring the parent company is usually the cleanest fix.

Intellectual property and domain names

Registered trademarks and design rights owned by the company pass to the Crown. Domain names are contractual rights with a registrar, and the registrar may suspend them when it notices the company has gone. If the brand matters, act quickly: a trademark that is not renewed or defended can be lost.

Money owed to the company

Unpaid invoices, loans to directors and tax refunds owed to the company become Crown property. The Crown representative generally does not chase small debts. Once the company is restored, it can collect them again.

Vehicles, equipment and stock

Physical assets pass to the Crown too. Using or selling them while the company is dissolved can be treated as dealing with Crown property without authority, so leave them alone until the company is restored or the Crown has agreed what happens.

The Crown representative's role, step by step

When property passes to the Crown, the Crown representative typically:

1. Records the company and the property it has been told about, often after a bank or other holder reports it.
2. Decides whether to hold, sell or disclaim each item.
3. Responds to restoration requests, giving consent (a waiver letter) for administrative restoration or setting conditions in court restoration.
4. Returns remaining property, or the proceeds of anything sold, after restoration, deducting its costs.

The Government Legal Department publishes guidance for England and Wales on its Bona Vacantia Division pages. Write to it with the company name and number and a clear description of what you are asking for.

Time limits

• Restoration: generally within six years of dissolution. After that, the Crown's title is generally final.
• Sales: the Crown can sell property at any time during that period. The longer you wait, the more likely it is that you will get proceeds instead of the asset.
• Disclaimers: the Crown can disclaim onerous property, and the timing rules are technical. Get legal advice if you hold an interest in property owned by a dissolved company.

Bona vacantia and shareholders

Shareholders often ask whether they can claim a dissolved company's money directly. In general, no. The money belonged to the company, not to its shareholders. The usual route is to restore the company, then make a lawful distribution to shareholders, or close the company properly. If you are winding a company up deliberately, distribute the money before it is dissolved.

Bona vacantia and creditors

If a dissolved company owed you money, the Crown does not pay the company's debts out of bona vacantia. A creditor normally has to restore the company by court order and then pursue the debt, or prove in a liquidation. If you see a company that owes you money heading for strike off, object before it is dissolved.

Starting again instead

If there is nothing worth recovering, forming a new company is often simpler. Biz E-Formations Inc. can register a new UK company, provide a registered office address and help open a business bank account. Remember that the new company cannot claim anything that belonged to the dissolved one.

The legal basis

Bona vacantia for companies comes from Part 31 of the Companies Act 2006:

These sections explain the three outcomes you'll meet in practice: the Crown holds the property, sells it, or disclaims it.

Common myths

"The money is still ours because we own the shares." No. The money belonged to the company. On dissolution it belongs to the Crown.

"The bank will release it if we explain." The bank can't pay Crown property to former directors or shareholders.

"We can just let the company be struck off to save time." Anything left in it is lost to the Crown unless the company is restored, which costs more than closing it properly.

"The Crown will pay the company's creditors." No. Bona vacantia is not used to pay the dissolved company's debts.

"Six years is plenty of time." Property other than cash may be sold well before then, and the six-year restoration limit is strict.

Three cases

The trademark that was nearly lost

A small brand's company was struck off for missing accounts. Its registered trademark passed to the Crown. The renewal date was approaching, and a competitor had noticed. The directors restored the company administratively, with the Crown representative's consent, and renewed the mark in the company's name.

The disclaimed lease

A company with a shop lease was dissolved. The lease vested in the Crown, which disclaimed it because the rent was in arrears and the lease had no value. The landlord took legal advice on its position following the disclaimer. Directors who had given personal guarantees remained liable under those guarantees.

The forgotten investment

A company held shares in another company. When the parent was dissolved, the shares vested in the Crown, leaving the subsidiary without an active shareholder able to approve its accounts. Restoring the parent company was the simplest way to regain control.

Scotland and Northern Ireland

For companies registered in Scotland, bona vacantia is dealt with by the King's and Lord Treasurer's Remembrancer (KLTR), an office within the Crown Office and Procurator Fiscal Service. For Northern Ireland, it is the Crown Solicitor's Office. The principles are the same: property passes to the Crown on dissolution and can usually be returned after restoration.

Checklist before a company is dissolved

Key terms

• Bona vacantia: ownerless property, which passes to the Crown.
• Crown representative: the body that deals with bona vacantia in each part of the UK.
• Vesting: the legal transfer of the company's property to the Crown on dissolution.
• Disclaimer: the Crown giving up property it doesn't want.
• Waiver (consent) letter: the Crown representative's consent, needed for administrative restoration where the company held property.
• Restoration: bringing a dissolved company back to the register.

Writing to the Bona Vacantia Division

For companies registered in most of England and Wales, write to the Government Legal Department's Bona Vacantia Division. Its guidance pages explain what it needs. A good first letter includes:

1. The company name and number, and the date of dissolution (from the company record).
2. Your connection to the company: former director, shareholder or creditor.
3. A list of the property you know about: bank accounts, property, shares, IP, money owed.
4. What you want: consent to administrative restoration, the conditions for court restoration, or information about property already dealt with.
5. Any reference from earlier letters.

Keep copies of everything. If the Crown has already sold an asset, ask for details of the sale and the amount received, because that is what the company is likely to get back after restoration.

Should you restore or let it go?

Our guides to restoration and restoration costs help you put numbers on the first question.

Personal guarantees and dissolution

Dissolution ends the company's liabilities as far as the company is concerned, but it doesn't end personal guarantees given by directors for company debts, such as leases, loans or supplier accounts. Lenders and landlords can still pursue guarantors. If you gave a guarantee, letting the company be dissolved won't release you from it.

Frequently overlooked property

When we help restore companies, these are the items directors most often forgot the company owned:

• small balances in old payment-provider accounts;
• deposits held by landlords or utility companies;
• refunds due from HMRC or suppliers;
• domain names and social media accounts registered to the company;
• shares in a subsidiary or joint venture; and
• intellectual property such as logos, trademarks and software.

Make a list before you apply. It helps the Crown representative, and it tells you whether restoration is worth it.

LLPs and other organisations

The same principles apply to limited liability partnerships (LLPs): when an LLP is dissolved, its property passes to the Crown, and it can be restored in much the same way as a company. Other bodies, such as dissolved charitable companies and community interest companies, follow the company rules because they are companies. Ordinary partnerships and sole traders are different: they are not registered companies, so the rules in this guide don't apply to them.

An example timeline

To show how these rules play out, here is a typical sequence for a small company that was struck off by accident:

The two months between the first Gazette notice and dissolution were the cheapest moment to act. Our guide to stopping a compulsory strike off explains what to do in that window.

Can anyone see what the Crown holds?

The Bona Vacantia Division publishes information about some unclaimed estates of individuals, but for dissolved companies, the main public source is the company's own record at Companies House, which shows the dissolution date. If you're a former director or shareholder, contact the Crown representative directly about property the company may have held.

How monitoring helps

Bona vacantia only happens because a company is dissolved, and most unplanned dissolutions follow warnings that nobody saw. Company Monitor watches the register and emails you the moment a strike-off notice, overdue filing or address change appears, with every accounts and confirmation statement deadline in one list, so the company's money stays the company's.

What happens to the company's records

Bona vacantia covers the company's property, but its records are a separate matter. Directors and anyone holding the books should keep accounting records after dissolution, because they may be needed if the company is restored, if HMRC opens an enquiry, or if a liquidator or creditor later asks questions. For a restoration, the records are also what your accountant needs to prepare the overdue accounts. If an accountant or bookkeeper holds them, ask for copies as soon as you learn the company has been dissolved.

Restoration and the Crown's costs

The Crown representative is entitled to its costs of dealing with the company's property, whether you restore administratively or by court order. In practice:

• for cash, costs are usually deducted from the balance before it is returned;
• for sold assets, the company receives the net proceeds after costs; and
• in court restoration, paying the Crown's costs is normally one of the conditions for it not opposing the application.

Ask for the costs in writing at the start, so you can judge whether restoration is worthwhile. Our restoration cost guide shows how these costs fit alongside the filing fees, penalties and professional fees.

Starting a new company the right way

If you decide the old company isn't worth restoring, set the new one up so the same thing can't happen again: a registered office that receives post, a registered email address you check, a calendar of filing deadlines and monitoring of the register. Biz E-Formations Inc. can handle UK company formation, identity verification for directors and help opening a business bank account, so the new company starts with correct, consistent details.

Checking a company before you deal with it

Bona vacantia also matters if you're buying from, lending to or leasing to a company. If that company is dissolved, any property you thought it was transferring to you may in fact belong to the Crown. Before you sign, check the company's status and make sure it is Active with no strike-off proposal. Our guide on how to check a UK company before doing business lists the other checks worth doing, from directors and owners to charges and filing history.

Avoiding bona vacantia when you close a company

If you are closing a solvent company deliberately, deal with everything before it is dissolved:

• pay creditors and HMRC;
• distribute remaining cash to shareholders (subject to the £25,000 capital treatment rule on a strike off);
• transfer or sell property, domains and trademarks; and
• close bank and payment accounts.

Our guide to closing a UK company with a DS01 covers the order to do this in. Anything left behind will go to the Crown.

Key takeaways

• On dissolution, a company's remaining property passes to the Crown as bona vacantia.
• Cash is usually held and can be returned after restoration, less the Crown representative's costs.
• Other assets may be sold or disclaimed, so act quickly.
• Restoration is generally possible within six years of dissolution.
• Distribute or transfer everything before a company you are closing is dissolved.

If your company was dissolved by surprise

Most unplanned dissolutions follow a missed filing and an unread letter. If your company still holds money or property, act quickly. And once it is restored, use Company Monitor so you hear about the next strike-off notice or overdue filing straight away.