Bona vacantia is Latin term meaning “ownerless goods”. The bodies that deal with bona vacantia claims vary across the United Kingdom, but they all ultimately represent the Crown.
Under company law, when a company is dissolved, any remaining rights or property automatically pass to the Crown as bona vacantia. This includes valid rights such as a tax refund from HMRC. However, if the company never had a genuine legal entitlement, for example, because a claim was fraudulent, then no right existed in the first place and nothing passes as bona vacantia.
It is important to note that only formally dissolved companies are affected by bona vacantia. A company that is “in liquidation” or “being wound up” is in the process of closure but still legally exists. Until dissolution takes place, the company’s property and rights remain vested in the company.
In some circumstances, a company may apply to be restored to the register if it was dissolved less than six years ago. If restoration is successful, any property previously treated as bona vacantia revests in the company as though it had never been dissolved. However, restoration can be a very complex and costly process. For that reason, directors should ensure that all assets, including potential tax refunds, are properly addressed before a company is dissolved.
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