Bona vacantia and company property
Bona vacantia and company property

The following Property guidance note provides comprehensive and up to date legal information covering:

  • Bona vacantia and company property
  • Dissolution
  • Company property
  • Crown’s power to disclaim
  • Mortgagees
  • Purchase from Treasury solicitor
  • Restoration
  • Guidance

Dissolution

A company is dissolved (or deemed dissolved) following:

  1. liquidation

  2. administration

  3. striking off its name off the register by the Registrar of Companies

When a company is dissolved, it ceases to have any existence. Any acts purportedly done on behalf of the non-existent company may result in personal liability (eg solicitors acting in litigation).

Company property

‘Bona vacantia’ is a latin term meaning ‘ownerless goods’. On dissolution, all property and rights vested in, or held on trust for the company, immediately before dissolution are deemed to be bona vacantia and vest in the Crown (or in the Duchy of Lancaster or Duke of Cornwall if the company’s registered office was in Lancaster or Cornwall respectively). This includes leasehold property, but not property held by the company on trust for any other person.

In Re Wilmott, the court held that a waste management licence (now an environmental permit) ceased to exist when the company was dissolved. It did not vest in the Crown bona vacantia. In Hillridge, the court held that when the liquidator disclaimed a waste management licence as onerous property it also disclaimed any interest it had in a trust fund created to fulfil the financial provision requirements in the licence. The money in the fund vested in the Crown bona vacantia as there was no other person or