Company and LLP strike-off, dissolution and restoration

Before a company or limited liability partnership (LLP) is dissolved, its members should ensure that assets owned are transferred out of the company or LLP's ownership. If this is not done, assets owned at the date of dissolution will pass into the ownership of the Crown.

The Treasury Solicitor represents the Crown in dealing with the collection of assets from dissolved companies and LLPs. These assets are known as 'bona vacantia', meaning ownerless property. This property can include cash balances, freehold and leasehold property, intellectual property, shares and mortgages.

The property will normally be disclaimed - ie the Crown gives up its right to the property - or sold by the Treasury Solicitor. The proceeds of any sale are transferred to the Exchequer to be dealt with in the same way as money raised by general taxation.

However, in certain circumstances the Treasury Solicitor can make discretionary payments to former members or former liquidators of dissolved companies. If former members or liquidators wish to apply for a discretionary payment, they will have to meet the Treasury Solicitor's requirements.

Only assets that were 'beneficially' owned by a company or LLP - ie not held on trust by the company or LLP for the benefit of another person - at the time it was dissolved pass to the Crown as bona vacantia.

The Treasury Solicitor is unable to make payments to creditors. It does not 'step into the shoes' of a dissolved company or LLP and is not responsible for any debts or other liabilities the company or LLP may have had. If you are a creditor of a dissolved company or LLP of which the Treasury Solicitor holds the assets, it will be necessary to restore the company or LLP to pursue your claim.