Obtaining a Bona Vacantia Waiver Letter
What is Bona Vacantia?
Bona vacantia is the legal term for business assets which are passed to the crown when a business is struck off.
In accordance with Section 1000 of the 2006 Companies Act (Section 652 of the 1985 Companies Act if your case dates prior to 2006), your business can be removed from the Companies Register at Companies House if the Companies Registrar has reasonable grounds to believe no business is being carried out by the company. Common causes of businesses being removed from the Companies Register include failure to submit financial accounts or annual returns in time.
If your business has been struck off, the company is considered to have been dissolved and its assets are classified as bona vacantia, meaning “ownerless goods”. Bona vacantia are automatically passed to the crown. Should you seek to re-instate your business, either to continue trading or simply to access its assets, you must either apply through the courts or apply for Administrative Restoration. The latter option is preferable, being both cheaper and easier, but is only applicable in certain circumstances.
The criteria for Administrative Restoration include the following follows:
- Only company directors or members of the company at the time it was struck off can apply for Administrative Restoration of the business
- The company must have been in operation, i.e. carrying out business, when it was struck off
- The company must have been struck of within the last 6 years
If these criteria are not true to your case, you may still be able to apply for restoration through the courts. Separate legal advice should be sought if you need to make a court application.
What is a bona vacantia waiver letter?
If you are looking to undergo Administrative Restoration a critical step is acquiring a bona vacantia waiver letter. The letter forms an essential aspect of your application to Companies House, the final step in administrative restoration of a business.
To attain a bona vacantia waiver letter you must submit an application to your Crown Representative asking to restore your company. If your application is approved, the returned document is your waiver letter.
Combined with any outstanding accounts or financial returns, an RT01 form and administrative fees for processing your request, the bona vacantia waiver letter must be submitted to Companies House, who have the power to officially restore your company.
How to apply for a bona vacantia waiver letter:
Successfully obtaining a bona vacantia waiver letter is dependent on supplying all of the relevant company information to the relevant representative and paying an administrative fee.
You must check that you are applying to the correct Crown Representative. For most English and Welsh companies, this will be the Treasury Solicitor. However, if the last registered address of your business was in the territories of the Duchies of Cornwall or Lancaster, you will need to apply to the Solicitor to the Duchies of Lancaster and Cornwall instead.
To avoid unnecessary delays, you should check the last registered office of the company in question via the Companies House Company Register. However, generally speaking, only businesses registered in Cornwall, Cheshire, Lancashire, Cumbria, Greater Manchester, Merseyside, Stockport, or The Isles of Scilly will need to apply to The Solicitor to the Duchies of Lancaster and Cornwall as oppose to the Treasury Solicitor.
Applications must be submitted via completion of a BVC14 form, ensuring that all the information you provide is correct. The completed application and any supporting evidence must then be sent to your representative either by email or in the post.
If your company is registered in the territories of the Duchies of Lancaster and Cornwall contact the Solicitor to the Duchies of Lancaster and Cornwall for information on how to submit your application.
Upon submission of your completed BVC14 application you must also pay the application fee of £64 (there is no VAT charge). Payment can be made either by BACS or CHAPS but cheques are no longer accepted. Unless payment is made, and the dissolved company’s name used as reference, your application process will be delayed and could incur additional costs.
As long as the Treasury Solicitor has yet to deal with any of your businesses assets, the cost of your bona vacantia waiver letter will be limited to the £64 application fee. However, if any of the company’s assets have been dealt with by the Treasury Solicitor you will be required to pay the full costs of that processing before your waiver will be issued. The Treasury Solicitor will provide you with a breakdown of the costs you are required to pay.
Post payment and application submission, processing times can vary depending on which crown representative you apply to. The average turnaround for applications sent to the Treasury Solicitor is 5 days from that date your application was received, but it can take up to 3 weeks. This is something to bear in mind when making your application, particularly if you are relying on accessing your company’s assets by a particular date. Any missing or false information can result in further delays or application refusal.
Once you have received your bona vacantia waiver letter, you will need to make a separate application for Administrative Restoration to Companies House. The Companies House application should include:
- A completed “Application for Administrative Restoration to the Register”, known as the RT01 form
- All of your outstanding fees
- Up to date financial record and annual reports
- An additional £100 payment, your restoration fee (this is separate to the fee paid for your bona vacantia waiver letter)
- Your bona vacantia waiver letter
There may be additional evidence required for your businesses restoration depending on the individual case. Company House generally take between 7-10 days after receiving your application to officially restoring your business and will let you know either by email or post. Once you have received notice from them stating that your company has been restored you will be able to enquire about accessing your businesses assets.
Risks of applying for a bona vacantia waiver letter:
Applying for a bona vacantia waiver letter incurs a minimum cost of £64 per application. This charge is non-refundable, even if your application is declined, meaning each re-submission will again cost you money.
Should you fail to complete the necessary form, omit necessary evidence, submit an incorrect address, apply to the wrong representative, or in any way cause the treasury to undertake additional work, you will face additional charges and are likely to have your application declined.
Delays in having your business restored increase the chances that the Treasury Solicitor will have begun processing your assets, incurring additional fees when you come to claim your assets. Similarly, your ability to restore a dissolved business through Administrative Restoration is subject to a 6-year deadline from the date it was struck off, and frequent failed applications may damage your ability to restore your company, and access your business assets, without using the courts. A court application can be a costly process and is a route you should try to avoid.
Why legal advice can help you:
Although the process for Administrative Restoration can seem relatively simple, the reality of applying successfully can quickly become complicated. An application must be completely accurate in order to be successful, with the correct business addresses and full company details and finances collected and submitted in a timely fashion. Even the question of whether or not your case qualifies for Administrative Restoration can be confusing for someone not familiar with the legal process. With each failed attempt costing you time and money, seeking legal advice for every aspect of an administrative restoration attempt, including application for bona vacantia waiver letter, is strongly recommended.