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Don’t leave assets in a company you dissolve

Source: HM Revenue & Customs | | 05/06/2018

The final step in bringing a company to a legal end is when the company is dissolved. However, one if the important points to be aware of when doing so is that the dissolved company can no longer trade or otherwise deal with it's assets. For example, receive a tax refund. It is the responsibility of the company directors to ensure that all of a company’s assets and liabilities are all dealt with before it is dissolved.

Any assets or rights (but not liabilities) remaining in the company at the date of dissolution will pass to the Crown as ownerless property. This happens under what is known as 'bona vacantia' which literally means vacant goods. The bodies that deal with bona vacantia claims vary across the United Kingdom, but they all ultimately represent the Crown.

It is possible under certain limited circumstances that an asset can be disclaimed which means that the Crown gives up its interest in the asset. This will usually only happen in the case of what is known as onerous or valueless property.

Only formally dissolved companies are caught by bona vacantia. A company 'in liquidation' or 'being wound up' is on its way to being dissolved, but is still in existence. Until the company is dissolved its property and rights will not be bona vacantia.

Planning note

It may also be possible for a company to apply to be restored to the register if it was dissolved less than six years ago. This would mean that the bona vacantia ceases to exist. However, this process is by no means straightforward. Any assets or rights owned by the company should be properly dealt with before the company is dissolved.