Bona Vacantia: Demands for payment from HMRC after company dissolved and confidentiality
HMRC is sometimes asked to provide information about a dissolved company, normally by an interested party (for example, a former shareholder) who may assert that HMRC owed the company money.
If you are contacted by a former shareholder or any other official of the former company you need to explain that, if HMRC owed the company money, and it has not been set off, then the debt is now bona vacantia. See BVG1020 (meaning of ‘bona vacantia’).
You need to refer that person to the BV recipient for the part of the United Kingdom in which the company was incorporated, because only the BV recipient has the legal right to pursue HMRC for the alleged debt. See BVG1040 (BV recipients).
No information about the tax affairs of the former company should normally be provided during any discussion, regardless of that person’s former status. For the purpose of confidentiality that person has no right to such information once the company has been dissolved.
You may however disclose certain information to the ex-officers of the company, the former agent/accountant of the company or the BV recipient if there is a direct benefit to HMRC from doing so, or if it actually is the only way that HMRC can perform a function that it is necessary for us to perform. General guidance on disclosures for HMRC’s functions can be found in the Information Disclosure Guide at IDG47000 et seq.
If, when you are contacted and the payment has not yet been transferred to the appropriate BV recipient, you should arrange for the transfer to the BV recipient to be made immediately. [But see BVG1050 (set-off)]. You should advise of the action taken either by telephone or by written confirmation. Under no circumstances should repayment be made to the dissolved company or to the interested party.