Recovering assets of a dissolved company

Bona vacantia assets

Guide

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.