Claiming money or property from a dissolved company

Overview

When a company is dissolved, all of its assets pass to the Crown and are legally known as ‘bona vacantia’ (ownerless property). Assets include:

• property and land
• mortgages
• shares
• intellectual property, eg trademarks, registered designs and patents

Claiming or buying assets

You may be able to claim money back or buy assets from the dissolved company by:

• getting a court order to restore the company - if they owe you money
• buying or claiming some of their assets - if you’re affected by the company closing
• applying for a discretionary grant - if you were a shareholder

Get a court order to restore a company

You may be able to apply for a court order to restore a company if:

• you did business with them
• you worked for them
• they owed you money when they were dissolved
• you’re responsible for their employee pension fund
• you have a shared or competing interest in land
• you were a shareholder or director when it was dissolved

How to apply

Download and fill in a claim to restore by court order (form N208) to apply for court order restoration in England and Wales.

HM Courts and Tribunals service has guidance notes on filling in form N208 if you need help.

Find the company’s registered office and send your completed form to their nearest county court that deals with bankruptcy.

If you’re not sure where to send the form then contact the Royal Courts of Justice.

You’ll also need to include:

• the court fee (cash, postal order or cheque made payable to ‘Her Majesty’s Courts and Tribunals Service’)
• a witness statement, containing the supporting information outlined in section 4 of the Treasury Solicitor’s guide to company restoration

In Scotland

Apply to the Court of Session if the initial value of the company’s shares that have been paid for (‘paid-up capital’) is more than £120,000.

Apply to the local sheriff court for other companies.

You’ll then have to serve a ‘petition to restore’ on the Registrar of Companies in Scotland, and any other bodies the court asks you to.

In Northern Ireland

Apply by serving an ‘originating summons’ on the Royal Courts of Justice:

You also need to send this to the Registrar of Companies in Northern Ireland, along with a witness statement in support of the application.

What happens next

If your claim is accepted, the court will issue an order to restore a company - you’ll be sent this, and you must send it on to the Registrar of Companies. Once they have it they will restore the company.

You’ll then need to take further action to try and get your money:

• get a ‘judgment’ from court for the amount of the money you’re owed together with interest and costs
• issue a statutory demand
• take out a winding up petition

Buy a dissolved company's assets

You may be able to claim or buy an asset belonging to a dissolved company by asking the body representing the Crown. This is known as ‘referring’ an asset.

Who you ask depends on where the company was registered.

Anybody can refer an asset, for example if:

• you’re the leaseholder of a property where the company owned the freehold
• you want to buy or are affected by land owned by the company
• you want to buy other assets of the company like shares, trade marks or copyrights
• you’re a shareholder trying to get cash held by the company

How to refer an asset

The Treasury Solicitor looks after dissolved company assets in England and Wales (but not Cornwall or Lancashire).

Find out how to refer an asset to the Treasury Solicitor.

You can also write to:

Other bodies that represent the Crown

Elsewhere, dissolved companies’ assets are dealt with by:

• in Cornwall and Lancashire - Farrer and Co
• in Scotland - The Queen’s and Lord Treasurer’s Remembrancer
• in Northern Ireland - phone or write to the Crown Solicitor’s Office for Northern Ireland

Apply for a discretionary grant

You may be able to get back a dissolved company’s assets if you were one of its shareholders.

How to apply

In England and Wales (but not Cornwall or Lancashire) you must apply to the Treasury Solicitor.

How you apply depends on whether the company can be restored or not.

The Treasury Solicitor has guidance on what you should do if:

• the company can be restored
• the company can’t be restored

Companies in Scotland, Northern Ireland, Cornwall and Lancashire

Property owned by dissolved companies is dealt with:

• in Cornwall and Lancashire - Farrer and Co
• in Scotland - The Queen’s and Lord Treasurer’s Remembrancer
• in Northern Ireland - the Crown Solicitor’s Office for Northern Ireland