Payments to former shareholders/liquidators of dissolved companies
Bona vacantia assets
What happens to a company's assets when it is dissolved.
When a company is dissolved, its assets - but not its liabilities - pass to the control of the Crown (under Section 1012 of the Companies Act 2006) as ownerless property or 'bona vacantia'.
If the dissolved company's last registered office was in Northern Ireland, these matters are dealt with by the Crown Solicitor for Northern Ireland. For more information, see how to contact the Crown Solicitor for Northern Ireland.
The Crown is not obliged to deal with bona vacantia in any particular way. It can either sell or disclaim property. Should the Crown sell property, then the proceeds of sale are transferred to the exchequer to be dealt with in the same way as money raised by general taxation. If the Crown disclaims onerous property then it gives up its right to the property.
The Crown Solicitor's role in bona vacantia matters
The Crown Solicitor is responsible for disposing of any assets that were held by a company at the date of its dissolution, and collecting any revenues due to that company. This includes:
- cash balances
- freehold and leasehold property
- intellectual property
- shares
- mortgages
For more information, see what happens to company assets when a company is dissolved.
The Crown Solicitor does not take over the management of a dissolved company and is not responsible for the company's debts or any other liabilities the company may have had. The Crown Solicitor will not usually take possession of, or manage or insure, bona vacantia property.
When selling any property or rights that have passed to the Crown as bona vacantia, the Crown Solicitor will always aim to get the best price reasonably obtainable.
Beneficial interest
Only assets that were 'beneficially' owned by a company - ie not held in trust by the company for the benefit of another person - at the time it was dissolved pass to the Crown as bona vacantia. If you believe that a company was holding assets in trust for you, you should take independent legal advice on the matter from a solicitor.
The Law Society of Northern Ireland provides a directory of NI solicitors.
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What happens to company assets when a company is dissolved
What happens to a company and its assets after it has been dissolved, including property, shares and cash.
A company is dissolved when its existence is terminated either by its name being struck off the Companies Register, or by being wound up by the appointment of a liquidator and dissolved.
Bona vacantia assets
Before a company is dissolved, its members should ensure that any assets owned by the company are dealt with and transferred out of the company's ownership. If this is not done, all remaining assets, but not the liabilities, at the date of dissolution will pass into the ownership of the Crown as ownerless property or 'bona vacantia'.
Disclaiming assets
The Treasury Solicitor via the Crown Solicitor has the power to disclaim, ie give up the rights to, the assets of a dissolved company. As a matter of policy, the Treasury Solicitor will disclaim onerous property, such as:
- commercial leases at a market rent
- any land used in common - eg private roads, amenity land, or common parts of an estate or flats
- contaminated property or property in a dangerous state and condition
- property subject to negative equity
- property which is of limited value (under £1000), or unmarketable, or where it would not be cost effective to attempt a sale
Referring a dissolved company asset to the Crown Solicitor
If you have been directly or indirectly affected by the dissolution of a company, you may need to refer a dissolved company asset to the Crown Solicitor. This could include if you:
- are a lessee whose freehold was owned by the dissolved company
- wish to purchase land owned by the dissolved company, or any other assets, such as shares, trademarks or copyrights
- are adversely affected by land owned by the dissolved company
- have a mortgage or charge on your property in favour of the dissolved company
- are a shareholder trying to retrieve monies held by the dissolved company
See how to contact the Crown Solicitor for Northern Ireland.
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Payments to former shareholders/liquidators of dissolved companies
How the Crown Solicitor makes discretionary payments to former shareholders/liquidators of a dissolved company.
The applicable procedure depends upon whether a dissolved company can or cannot be restored to the Register at Companies House. If a dissolved company can be restored to the Register, the Crown Solicitor as nominee and with the approval of the Treasury Solicitor may make a discretionary payment from its assets to the former shareholders, liquidators, administrators or company voluntary arrangement (CVA) supervisors.
Discretionary payments
Discretionary payments are paid from cash balances received from banks and other financial institutions and other assets. Discretionary payments are not normally made where administrative restoration is possible under the Companies Act 2006. If you want to administratively restore a dissolved company that owned any property or rights at the time of its dissolution, you will need a waiver letter from the Crown Solicitor.
If former shareholders, liquidators, administrators or CVA supervisors wish to apply for a discretionary payment, they will have to meet the Crown Solicitor's requirements.
The maximum amount for a discretionary payment for a company that can be restored to the register is limited to £3,000. However, this limit does not apply to companies which cannot legally be restored. If a dissolved company cannot be restored to the Register a discretionary payment may be made, but normally only to relieve hardship or if it would be unreasonable for the Crown to keep the asset, or where there is a compelling public interest in making any payment.
Debts and liabilities
The Crown Solicitor is unable to make discretionary payments to creditors. The Crown Solicitor does not take responsibility for managing a dissolved company and so is not responsible for the company's debts or any other liabilities the company may have had.
If you are a creditor of a dissolved company of which the Crown Solicitor holds the assets, you can only pursue your claim by having the company restored.
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How to contact the Crown Solicitor for Northern Ireland
How to contact the Crown Solicitor for Northern IrelandIf you have any questions about what happens to a dissolved company's assets, or any aspect of bona vacantia, the Crown Solicitor's Office should be able to help.
You can write to the Crown Solicitor at the following address:
Crown Solicitor for Northern Ireland
Royal Courts of Justice
Chichester Street
Belfast
BT1 3JEAlternatively, you can contact the Crown Solicitor's Office on Tel 028 9054 2555.
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