Dissolved Companies

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.

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.

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.

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.

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.

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.

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.

Duchy of Lancaster

Duchy of Cornwall

Treasury Solicitor Bona Vacantia (Dissolved companies)

Restore your dissolved company (gov.uk)