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HMRC internal manual

Bona Vacantia Guidance

Bona Vacantia: Dissolved companies

Dissolving a company is the very last step in bringing a company to the end of its life. It is the point at which the company ceases to exist.

Once a company is dissolved, it can no longer do or receive anything. In particular, it cannot receive a tax refund. So, there are special ‘bona vacantia’ rules to deal with such cases.

It is the company director’s responsibility to ensure that a company’s assets and liabilities are all dealt with before it is dissolved. Sometimes, however, a company’s property and rights are not collected or disposed of prior to dissolution. In those circumstances, its property or rights become bona vacantia.

There are several ways in which you may find out that a company has been dissolved:

  • The company’s bank may return a payment, telling you that the company has been dissolved.
  • An officer of the company may return a payable order asking for reissue in a different name.
  • The VAT Registration Service may tell you not only that the company has been deregistered but also that it has been dissolved.
  • COTAX Function VTPR for the company may hold a date against “DATE DISSOLVED/ ‘Struck off’.
  • Other information may be received such as returned mail or there could be contact from an ex-official of the company or a former agent.

In order to confirm that an amount is bona vacantia, it is necessary to ensure that the company has been dissolved. Use of the WebCheck service on the Companies House website will confirm the company’s status. However, where there is already operational guidance which explains what actions to take then that guidance should be followed.

Strictly, a company is ‘struck off’ the Register of Companies at Companies House shortly before it is dissolved. However, people often say ‘struck off’ when they mean ‘dissolved’. It is important to be sure of the position because only formally dissolved companies are caught by bona vacantia.

A company ‘in liquidation’ or ‘being wound up’ is on its way to being dissolved, but is still in existence. Therefore its property and rights will not be bona vacantia.

Limited Liability Partnerships are treated the same as incorporated companies for the purposes of the Companies Act 2006.