Bona Vacantia Company Restoration: Waiver Letters and Assets
Bona Vacantia affects property and rights owned by a company when it is dissolved. Qualifying assets pass to the Crown or another relevant Crown representative. These assets can include cash, property, investments, and intellectual property. Bank balances can also become Bona Vacantia after dissolution. Restoration can change this legal position. However, the process depends on the company’s dissolution route and asset status.
Administrative restoration can also require written Crown consent. This consent is commonly called a Bona Vacantia waiver letter. This guide explains how Bona Vacantia affects company restoration. It covers company assets, waiver letters, Crown representatives, and asset recovery.
What Does Bona Vacantia Mean?
Bona Vacantia means property without a legal owner, which passes to the Crown. The term comes from Latin and means “ownerless goods”. Section 1012 of the Companies Act 2006 governs property of dissolved companies. It applies when a company has been legally dissolved.
Property and rights owned immediately before dissolution become Bona Vacantia. This includes leasehold property. However, property held on trust for another person is excluded.
The assets can vest in:
- the Crown
- the Duchy of Lancaster
- the Duke of Cornwall
The correct recipient depends on the relevant jurisdiction. Company liabilities do not pass to the Crown with Bona Vacantia assets. This distinction matters during restoration. Restoration concerns the company’s legal existence. Bona Vacantia concerns property the company previously owned. The two issues meet when a dissolved company still has valuable assets.
Which Company Assets Can Pass to the Crown?
Cash, property, investments and other company rights can become Bona Vacantia. The Companies Act uses broad wording. It refers to property and rights owned immediately before dissolution.
Common examples include:
- cash and bank balances
- freehold property
- leasehold property
- shares and investments
- copyrights
- trademarks
- patents
- mortgage rights
- contractual rights
The important question is ownership at the dissolution date. A bank account provides a common example. A bank may restrict the account after discovering the dissolution. Remaining company money can then be referred to the relevant Crown representative. The company cannot simply access those funds while dissolved. Restoration and a separate repayment process may therefore be required.
Why Does Bona Vacantia Matter for Company Restoration?
Bona Vacantia matters because Crown consent can form part of administrative restoration. Administrative restoration is not available in every dissolution case. Current Companies House rules recognise several qualifying strike-off routes. A company may qualify where the Registrar struck it off under sections 1000 or 1001. In those cases, it must have been carrying on business or in operation. Separate conditions apply to companies struck off under section 1002A. Administrative restoration can also apply after certain registered-office rectification strike-offs.
The exact eligibility test therefore depends on why Companies House removed the company. Voluntary dissolution normally requires a different restoration route. Where assets became Bona Vacantia, section 1025 creates another requirement. The relevant Crown representative must provide written consent to restoration.
The applicant is responsible for obtaining that consent. The applicant must also meet relevant Crown costs where required. Administrative restoration usually involves other requirements too. These can include outstanding Companies House filings and the RT01 application.The current Companies House fee for RT01 is £341. For a wider breakdown, see our guide to company restoration costs.
When Is a Bona Vacantia Waiver Letter Required?
A waiver letter is required where written Crown consent is needed for administrative restoration.The requirement applies when company property or rights are vested as Bona Vacantia. The waiver confirms that the relevant Crown representative consents to restoration. It does not restore the company itself. The restoration application must still satisfy Companies House requirements.
For cases handled by the Treasury Solicitor, GOV.UK publishes the process under its WA1 waiver guidance. The actual application form used for the Treasury Solicitor is BVC14. These names refer to related parts of the same process. WA1 is the GOV.UK guidance page. BVC14 is the application form. The current Treasury Solicitor application cost is £64.
Further costs can arise where the Crown has already dealt with company assets. The Treasury Solicitor normally requires those costs before issuing consent. A complete waiver application has a current processing target of 20 working days. The waiver is then used as part of the restoration process.
Which Crown Representative Deals With the Asset?
The correct Crown representative depends on jurisdiction and the location of relevant property.The Treasury Solicitor handles many England and Wales cases through the Bona Vacantia Division. However, not every company falls within Treasury Solicitor jurisdiction. Companies connected with certain Duchy areas can require a different representative. Scottish and Northern Irish property also follows separate arrangements.
| Situation | Relevant body |
| Most qualifying England and Wales cases | Treasury Solicitor / Bona Vacantia Division |
| Certain companies within Duchy areas | Duchy of Lancaster or Duchy of Cornwall representative |
| Company property in Scotland | King’s and Lord Treasurer’s Remembrancer |
| Company property in Northern Ireland | Crown Solicitor’s Office |
A company’s last registered office can affect Duchy jurisdiction. Relevant areas can include Cornwall, Lancashire, Merseyside, and certain nearby areas. Property location also matters. For example, Scottish property can require involvement from the King’s and Lord Treasurer’s Remembrancer. The correct office should be identified before requesting consent. Using the wrong Crown representative can delay the restoration process.
What Happens to Bona Vacantia Assets After Restoration?
Restoration generally returns existing Bona Vacantia assets to the restored company. Administrative restoration usually treats the company as continuing in existence. The legal effect is broadly as if dissolution had not occurred. This can reverse the Bona Vacantia position for property still held.
The asset can therefore belong to the company again after restoration. However, this rule has limits. Restoration does not reverse a valid disposal already completed by the Crown. Special statutory exceptions can also apply to unusual rights. For example, section 1028A contains specific rules concerning property linked to certain share warrants. Such property can remain Bona Vacantia after restoration. These cases are unusual.
How Is Bona Vacantia Cash Reclaimed After Restoration?
Cash held by the Bona Vacantia Division can be reclaimed after the company is restored.For relevant England and Wales cases, the Government Legal Department uses form RA15. RA15 is a repayment application.It does not restore the company. The company must already appear on the Companies House register.
The money must also have reached the Bona Vacantia Division. Applicants should therefore confirm that the bank transferred the funds. A complete RA15 application currently has no application charge. The Government Legal Department states that processing can take up to 20 working days. Evidence of restoration and payment details are required.
What Happens If the Crown Has Already Disposed of the Asset?
Restoration does not reverse a lawful Crown disposal made during dissolution.This rule appears in section 1034 of the Companies Act 2006. The Crown can deal with property while it remains Bona Vacantia. A completed sale therefore remains valid after restoration. The restored company cannot simply recover the original property from its new owner.
A financial entitlement can arise instead. Where consideration was received, the restored company can become entitled to the relevant amount. Different rules apply where no consideration was received. The statutory calculation can instead use the asset’s value at the disposal date.Relevant Crown costs can also be deducted. This distinction is important. An asset still held may return after restoration. An asset already sold generally does not.
What Happens to Disclaimed Property?
Disclaimed property follows different rules from property still held by the Crown.The Crown can disclaim certain property after dissolution. This often affects burdensome property or rights carrying ongoing obligations. Leasehold interests can create this issue. A disclaimer changes the legal position of the asset. Restoration should therefore not be treated as automatic recovery in these cases. The asset’s status should be confirmed before starting the recovery process.
FAQs
A Bona Vacantia waiver letter is written Crown consent to administrative restoration. It becomes relevant when company property or rights vested as Bona Vacantia. The applicant obtains consent from the appropriate Crown representative. For Treasury Solicitor cases, the application uses form BVC14. The current application cost is £64. The waiver supports the restoration application. It does not restore the company itself.
Money owned by a dissolved company can pass to the Crown as Bona Vacantia.A bank may freeze the company’s account after dissolution. Remaining money can then be transferred to the relevant Crown representative.Where funds reach the Bona Vacantia Division, the restored company can later seek repayment. RA15 is used for qualifying repayment applications in England and Wales.
Property can usually return to the company if it remains available after restoration. The general effect of restoration treats the company as continuing in existence. However, completed Crown disposals remain effective. Disclaimed property can also require separate legal consideration. Specific statutory exceptions exist for certain unusual rights. The asset’s current status therefore determines the recovery route.
RA15 is the form used to reclaim qualifying cash after company restoration.It applies after the company returns to the Companies House register. The money must have been referred to the Bona Vacantia Division.There is currently no RA15 application charge. A complete application can take up to 20 working days to process.
The relevant Bona Vacantia office depends on jurisdiction and company property.
The Treasury Solicitor handles many England and Wales cases. Certain Duchy areas fall under different arrangements. Scottish property is dealt with by the King’s and Lord Treasurer’s Remembrancer. Relevant Northern Ireland property is dealt with by the Crown Solicitor’s Office.The correct jurisdiction should be checked before requesting a waiver.
The Crown can dispose of assets while they remain Bona Vacantia.A later company restoration does not cancel a completed disposal. The restored company can instead become entitled to a statutory payment. That payment can reflect the sale consideration or relevant asset value. Applicable Crown costs can also be deducted
Get Help With Bona Vacantia Company Restoration
Tilly & Cooper can assist with Bona Vacantia company restoration and related compliance work. The first step is checking how Companies House dissolved the company. The company’s outstanding filings must then be identified. Its asset position should also be reviewed. This establishes whether administrative restoration is available. It also shows whether a Bona Vacantia waiver letter is required. Where restoration is appropriate, the process can involve outstanding accounts, confirmation statements, Crown consent, and form RT01. The current RT01 application fee is £341. The Treasury Solicitor’s standard waiver application cost is £64. Government charges, penalties, and asset-related costs are separate.
Need help restoring a dissolved company with Bona Vacantia assets? Tilly & Cooper can review the dissolution route, outstanding filings, and asset position before preparing the required restoration documents.
