When a company that was registered under the Companies Act is dissolved, all its property and rights in England and Wales (but not its liabilities) pass to the Crown as Bona Vacantia (meaning "ownerless property").

Bona Vacantia property belongs to the Crown, and the Crown is not obliged to deal with it in any particular way. Normally, it will be disclaimed (i.e. the Crown gives up its right to the property) or sold, and the proceeds of sale will be transferred to the Exchequer to be dealt with in the same way as money raised by general taxation.

Although Bona Vacantia property belongs to the Crown, the Crown can give part or all of it away by a grant from the Treasury Solicitor. This power is discretionary and there is no right to a grant. However, the power must be exercised fairly and it is up to the Treasury Solicitor to decide whether to make grants from Bona Vacantia property. Only one grant will be made in respect of each dissolved company.

The Treasury Solicitor will usually only consider making grants out of money that has been received. Grants will not usually be made of other types of assets themselves, or from the proceeds of sale of other types of assets. Although applications for discretionary grants of assets other than money may be considered, it may not be practical to make such a grant if (for example) someone else has acquired some right to the asset, or is in possession of the asset, or if the asset is worth more than £3,000 which is the maximum the Treasury Solicitor can award.

If the company can still be restored to the Register, that is the proper remedy for the members to regain possession of its property and rights, and restoration is the only remedy possible if the company has continued trading since dissolution, because it is illegal to trade in the company's name after dissolution. In order to rectify the position it is therefore necessary to restore the company.

If the company has not traded since dissolution, the Treasury Solicitor recognises that restoring the company is not always an economic proposition because of the costs involved. The Treasury Solicitor has therefore been given a discretion by HM Treasury to deal with money by way of discretionary payments to the fomer members and liquidators. Only one payment will be made in respect of each dissolved company.

If payment is made, the applicant must pay legal costs of the Treasury Solicitors together with any disbursements. No VAT is charged on these costs. Disbursements are an additional deduction and are made at cost. If there are insufficient funds held to cover the above a grant cannot be made.

Payments will only be made to the members who are shown as being members of the company at the date of dissolution in the Register of Members filed at Companies House. Former directors of the company are not eligible for a payment unless they were also members.

In the case of companies where the Companies House records indicate that the formation agetns were the last and only members, usually only they are entitled to apply for a discretionary grant.

In deciding the amount of the grant, the Treasury Solicitor will take into consideration any tax liability that would have been payable if the company had not been dissolved and the asset had been transferred to the applicant by the company. The Treasury Solicitor will also take into account any interest that would have been payable on the unpaid tax.

If there is a claim against the applicant by any person or organisation for any loss suffered as a result of the dissolution of the company, the application will not be considered until that claim has been resolved.

If an application for payment is accepted whilst the company can still be restored to the register, there is a risk that the Treasury Solicitor might still be called upon to account to the company because a creditor of the company may restore it to the register. Notwithstanding that there is an undertaking from the applicant, the Treasury Solicitor is still required to take a reservation of 5% of the value of the grant (after deducting costs) to guard against the risk the company may be restored, and this reservation is not repayable.

Money Laundering

In accordance with good practice, and with the aim of preventing money laundering, the Treasury Solicitor operates in accordance with the principles laid down in Part VII of the Proceeds of Crime Act 2002 and the obligation on public authorities including the Treasury Solicitor set out in Regulation 49 of the Money Laundering Regulations 2007. For that reason the Treasury Solicitor makes such enquiries as are deemed necessary to comply with the Act and the Regulations, including obtaining evidence of identity from those with whom they do business and retaining such evidence in accordance with their record-keeping procedure.

Applicants Proof of Identity and documents to accompany application

It will be necessary to provide two proofs of the applicants identity and all other parties involved. Satisfactory prrof includes the following:

(a) current passports or UK photocard driving licences of all parties applying for the grant; and

(b) a utilities bill or bank statement (not more than 3 months old) addressed to each of the parties at their home address.

Either the originals must be produced or copies certied as true copies by a practising solicitor, accountant, doctor or High Street bank manager. The copies should be certified by stating that:

'I have verified the identity and the address of the applicant and certify that this is a true copy of the original'

The person certifying the documents should sign and date them, and state their full name and business address.

If one or more of the parties involved is a company, the same proof of identity will be needed for each of the officers or members of the company.

The following letter from HM Revenue and Customs are required and should accompany the application:

(a) a letter confirming that the company did not owe any corporation tax and National Insurance contributions at the date of its dissolution;

(b) a letter confirming that the company did not owe any VAT at the date of dissolution (if appropriate)

A Office Copy of Probate or Letters of Administration will be required in respect of any decased member

COSTS (based on a full discretionary grant of £3,000)

Our fees £180.00

Treasury Solicitors Fees - £200.00

Treasury Solicitors 5% Reservation Fee (see above notes) - £150.00

Notes regarding fees

(i) Although we endeavour to provide an accurate assessment of the likely fees involved in this process this summary is inteded as guidance only.

(ii) In the event that we are unable to secure a grant from the Treasury Solicitor all disbursements will be refunded.

(iii) Our fees relating to this process are payable in advance to the following account:

Account Name: Domainscape
Bank Name / Address: Lloyds TSB, PO Box 1000 BX1 1LT
Account No: 1099483 02
Sort Code: 30-96-61

(Please quote name as the reference)

How to Proceed

If application is made by former company members a Statutory Declaration (which we will draft for you) signed by all the former members (or by the personal representatives of any members who have since died) should be sworn in the presence of a practising solicitor or commissioner for oaths.

A practising solicitor or commissioner for oaths must witness the Statutory Declaration in support of the application. The full name of the solicitor who witnesses the Statutory Declaration and the name and address of the solicitor's practice must be clearly shown on the Statutory Declaration. Statutory Declarations that appear to the Treasury Solicitor not to comply with these requirements will not be accepted. The Treasury Solicitor acts only for the Crown and cannot offer any advice on how the Statutory Declaration should be drafted.

We will negotiate with the Treasury Solicitor on your behalf. In order for us to do this we will require additional information from you. Please click on the link below to access the .PDF format application form which should ideally be sent to us by post. You can if you prefer email the completed form to us to enable us to open a file and schedule your case but we will require a signed version and payment prior to any substantive work being carried out

CLICK HERE FOR PDF APPLICATION