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Getting help if a company has been dissolved

Please note that Dissolved Complainants are only potentially eligible under the Historical Scheme, which is now closed to new registrations.

Certain complaints relating to businesses that have been dissolved (for example companies that have been struck off the register of companies) or are insolvent can be brought to the BBRS provided they satisfy our eligibility conditions.

This is a difficult and complex area. However, we are here to help. If you are considering bringing a complaint on behalf of a dissolved business, please contact us to discuss this before registering a complaint via our website. Then we can help you understand whether we may be able to look at it, and what we would need to see to be able to do so.

Technical requirements of the Scheme Rules

Dissolved businesses can technically no longer speak for themselves. The people who can bring complaints on behalf of dissolved businesses can be found here (under the heading ‘Recognised Individual’).

For dissolved businesses, our rules also set out the various agreements needed (see SC 17, here).

It is not necessary for a dissolved business to have been restored in order to bring a complaint to BBRS, but the fact that the business remains dissolved will impact on the recipient of any financial award made via adjudication.

Bona Vacantia

Bona Vacantia is part of the Government Legal Department, see here. Amongst other roles, the Bona Vacantia Division collects the assets of dissolved companies, where the last registered office was in England or Wales (excluding those where the last registered office was in the Duchy of Cornwall or Duchy of Lancaster, for which there are different provisions: here). Other arrangements apply, also, for businesses in Scotland or Northern Ireland.

It is important to know from the outset that BBRS cannot guarantee that the Dissolved Company, or Complainant, will receive any funds from the Bank, even if BBRS makes a financial award following the adjudication process. If the Company remains dissolved, the Bank would have to pay any financial award, made via adjudication, to the Crown.

There are potential options, which will be very case-specific. For example:

1. Benefit from a non-financial award, made via adjudication
2. Potential resolution between willing parties outside adjudication (e.g. mediation)
3. Restoration of the Company:

  • An application can be made to Companies House to restore a company if you were a director or shareholder, the company was dissolved within the last 6 years, and it was trading at the time of dissolution. See here.
  • Once the company is restored, an application can then be made to Bona Vacantia for assets that were collected by them to have those assets released. The individual applying must be the Company Director, Company Secretary, Creditor, Insolvency Practitioner or Liquidator. See here

4. Without restoring the Company, application to Bona Vacantia for a discretionary

  • Naturally, they will only consider making grants out of money they have received.
  • Only one grant can be made for each dissolved company and they are discretionary.
  • When the company could be restored a maximum amount of £3,000 can be
    recovered via discretionary grant. The individual applying for the grant must be a former shareholder (provided all shareholders of the dissolved company apply and there are no existing creditors of the company) or the former liquidator/
    administrator/company voluntary arrangement (CVA) supervisor. See here.
  • When the company cannot be restored Bona Vacantia’s policy is to make grants
    only where paying it would alleviate hardship, it would otherwise be unreasonable or unconscionable for the Crown to keep the assets, or there is a compelling public interest in making the grant. The individual applying for the grant must usually be former shareholders (as long as the company was solvent when it was dissolved) or the former liquidator/ administrator/company voluntary arrangement (CVA) supervisor. See here.
  • Bona Vacantia charge an administration cost of around £300. For grants over £750 they may keep 5% of the value of the grant after deducting costs.