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Please read our introduction to Bona Vacantia and Escheat before proceeding.

A company is dissolved after a formal liquidation by its members or creditors or because the Registrar of Companies has struck it off for failure to comply with its legal obligations.

Assets still owned by the company at its dissolution pass to the Crown as bona vacantia except for assets that are held on trust by the company for another. Where property is held on trust an application for a vesting order will need to be made to the Court. Papers will need to be served on the appropriate Attorney General and you should contact us for details of the relevant Duchy’s requirements and procedures for dealing with a vesting order application.

Does the Duchy of Lancaster or the Duchy of Cornwall have jurisdiction over the assets of a dissolved company?

If the dissolved company’s last registered office was in the County Palatine (largely Lancashire and parts of Merseyside, Greater Manchester, Cheshire and Cumbria) the Duchy of Lancaster has jurisdiction over its assets.

If the dissolved company’s last registered office was in the County of Cornwall (the county boundary with Devon follows the River Tamar and the county includes the Isles of Scilly) the Duchy of Cornwall has jurisdiction over its assets.

To find out whether the Duchy of Lancaster or the Duchy of Cornwall may have authority over the dissolved company you are interested in search for the postcode of the relevant address using the buttons below.

Duchy of Lancaster   Duchy of Cornwall

If they do not, contact the Treasury Solicitor who represents the Crown in bona vacantia matters for the majority of England and Wales. The Duchies’ procedures for the administration of bona vacantia are very similar to those of the Treasury Solicitor.

If they do have jurisdiction, progress your enquiry below:


Company restoration and cash balance return

A company may be capable of restoration (coming back to life) if the company has been dissolved for six years or less. Companies dissolved for more than six years are capable of restoration in limited circumstances only and you should seek specialist advice if you believe one of the circumstances might be relevant to you.

On restoration, the assets are owned by the company once more and if funds have been received for the dissolved company they will be returned to the active company on the provision of requisite paperwork.

If you are a former director/shareholder and do not restore the company but wish to retrieve an asset, you will need to apply to buy it back for open market value. The Duchies will decide how to dispose of, or may disclaim (give up), an asset without reference to an enquirer and in the most cost-effective manner. They may contact shareholders/directors to see if they want to restore the company. They may sell an asset through a public auction.

The Duchy of Lancaster and the Duchy of Cornwall can only consider restoration enquiries for dissolved companies if they have geographical jurisdiction over them as a result of the location of the last registered office of the company. Use our postcode search if you have not used it yet.

The Duchies are not responsible for any liabilities or debts of a dissolved company and do not manage any assets.  

Please note we do not advise on restoration applications to Companies House or the Court and we cannot assist with paperwork. We can only provide waiver letters (see below), if requirements are met, to assist with your application.

Waiver letter application

If a company has been dissolved for six years or less, there are two methods of applying to restore the company to the register: administrative restoration and restoration by Court Order.

Administrative restoration is usually available to the former directors and shareholders of companies which were trading at the time of dissolution. An application needs to be made to Companies House by completing certain paperwork (including application form RT01) and paying a fee.

The alternative means of restoring a company involves making an application to the Court.

Whichever means of restoration you are advised to pursue, you will need a 'waiver' letter from us confirming that the relevant Duchy has no objection to the restoration of the company.

To consider a waiver letter request, please email the following information to [email protected]

  • name of dissolved company in your email heading,
  • confirmation of the Company Name and Companies House registration number,
  • (for administrative restoration) a copy of the completed Companies House restoration application form RT01. Where an accountant is making the application on behalf of a former director or shareholder we will accept instead a letter from them confirming that the application is for administrative restoration and that the Duchy has jurisdiction,
  • (for restoration by Court Order) a copy of the completed CPR Part 8 claim form with the claim number endorsed on it, a copy of the witness statement/statement of truth and copies of any exhibits referred to.

We will then contact you with the relevant account details and reference for settlement of our fees for providing the waiver letter.

If you have already applied to the Treasury Solicitor for a waiver letter but the Treasury Solicitor does not have jurisdiction because the Duchy of Lancaster or the Duchy of Cornwall does, we will accept a copy of form BVC14 instead of RT01, together with payment of our fees.

Cash balance return to restored company

To consider a request to return a cash balance to the company include in your initial email to us (in addition to the waiver information set out above)

  • Confirmation you would like a cash balance returned, and
  • As much information as possible from your bank about the cash balance including the bank name, the cash balance amount and the date your bank transferred the amount to us.

Please note that once the company has been restored, we will check the company is shown as ‘active’ at Companies House and the registered number is the same as that of the dissolved company. Please note any money returned will only be paid to the newly restored company or their solicitors or accountants. You will need to comply with our anti-fraud checks.

Cash balance return of £3,000 or less (Discretionary or Ex-Gratia Grant)

If the cash balance you are seeking to have returned is

  • less than £3,000,
  • the company can only be restored to the Register by Court Order,
  • no creditors were outstanding at the time of the dissolution and the company was solvent when dissolved.

The Duchy Solicitor may exercise its discretion to return a maximum of £3,000 (in total, not per shareholder) to shareholders by way of an ex-gratia (discretionary) payment. Our fees will be deducted from this maximum prior to release of funds.

For the Duchy Solicitors to consider such a request, you will need to include the following in your initial email to us

  • details of the shareholders of the company as evidenced by the returns filed at Companies House or a copy of the AR01 form,
  • confirmation (in the form of a letter or letters from HM Revenue & Customs or the company’s accountants) that at the time of its dissolution the company had no outstanding liabilities in relation to corporation tax, national insurance contributions and VAT, and
  • agreement that payment of our fees will be taken as a deduction from the cash balance.

The shareholders will need to complete a form of undertaking and warranty, prepared by Farrer & Co, signed by all the shareholders, under which the shareholders confirm the company owed no debts and they will not restore the company to the register. Please note any money returned will only be paid to the shareholders or their solicitors or accountants. You will need to comply with our anti-fraud checks.

Assets of Dissolved Companies

If you are a former director/shareholder and do not restore the company but wish to retrieve an asset, you will need to apply to buy it back for open market value. The Duchies will decide how to dispose of, or may disclaim (give up), an asset without reference to an enquirer and in the most cost-effective manner. They may contact shareholders/directors to see if they want to restore the company. They may sell an asset through a public auction.

The Duchies of Lancaster and Cornwall are not responsible for any liabilities or debts of a dissolved company and do not manage any assets but may sell them.

Real property (land and buildings)

The Duchy of Lancaster and the Duchy of Cornwall can only deal with the real property assets of dissolved companies if they have geographical jurisdiction over them based on the last registered office of the company. It is the registered office of the company, rather than the location of the property, which determines jurisdiction. Use our postcode search if you have not used it yet.

If you are interested in purchasing real property that is held by the Duchy of Lancaster or the Duchy of Cornwall as bona vacantia email the following information to [email protected]  

  • name of the dissolved company in your email heading,
  • recent official copies of the title register and a title plan (no older than 3 months) from the Land Registry for the property that you are interested in and any adjoining land you own, and
  • why you are interested in the property.

You can obtain official copies from the Land Registry. If the property is not registered, you will need to make further investigations as to evidence of ownership before submitting your enquiry to us and provide a copy of the relevant title document to us.

Transfer a cash balance to the Duchy of Lancaster or the Duchy of Cornwall

The Duchy of Lancaster and the Duchy of Cornwall can only deal with the assets of dissolved companies if they have geographical jurisdiction over them as a result of the last registered office of the company. Use our postcode search if you have not used it yet.

If you are a bank and would like to transfer the account balance of a dissolved company to the Duchy Solicitor on behalf of the Duchy of Lancaster or the Duchy of Cornwall, email the following information to [email protected]:

  • name of the dissolved company in your email heading,
  • the company name and Companies House registration number of the dissolved company,
  • the amount held for the dissolved company, and
  • your contact details.

We will contact you to arrange the balance transfer. If cash balances for multiple dissolved companies are held, please submit a spreadsheet with this information.

Dividend transfer by liquidator

The Duchy of Lancaster and the Duchy of Cornwall can only deal with the dividends of dissolved companies if they have geographical jurisdiction over them as a result of the last registered office of the company. Use our postcode search if you have not used it yet.

If you are a liquidator dealing with the liquidation of a company which has now been struck off and dissolved, dividends due to the company will be bona vacantia. Email the following information to [email protected]

  • the company name and Companies House registration number of the dissolved company, the amount held for the dissolved company and your contact details.

We will contact you to arrange the balance transfer. If cash balances for multiple dissolved companies are held, please submit a spreadsheet with this information.

Shares/Intellectual Property/Trademarks

The Duchy of Lancaster and the Duchy of Cornwall can only deal with the assets of dissolved companies if they have geographical jurisdiction over them as a result of the last registered office of the company. Use our postcode search if you have not used it yet.

If you are interested in acquiring shares, intellectual property or trademarks owned by a dissolved company email [email protected] with information about those assets (including links to any relevant registries), the dissolved company (including the name and Companies House registration number), why you are interested in those assets and your contact details.

Useful links
Contact Us

If you have

  • read and answered the relevant questions on this page,
  • checked the relevant postcode using our boundary checker document for Dissolved Companies to confirm that the dissolved company you are interested in falls within the jurisdiction of the Duchy of Lancaster or the Duchy of Cornwall, and
  • not found an answer to your query or require further clarification.

Get in touch:

For bona vacantia enquiries except for real property (land and buildings)

For bona vacantia enquiries about real property (land and buildings)

stating the name of the dissolved company in the email heading. 

If you do not have access to email write to the address below including the requested information, marking your letter Bona Vacantia (not real property) Enquiry or Bona Vacantia Property Enquiry and stating the name of the dissolved company in the heading.

Duchy of Lancaster or

Duchy of Cornwall (as appropriate)

Farrer & Co
66 Lincoln’s Inn Fields
London
WC2A 3LH

This publication is a general summary of the law. It should not replace legal advice tailored to your specific circumstances.

© Farrer & Co LLP

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