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Bona vacantia and company property

DissolutionIf a Companies Act company (ie a company regulated by the Companies Act 2006 or any of its predecessors) is dissolved, all its property as at the moment of dissolution (together with all rights vested in, or held on trust for, but excluding property held on trust for another), passes to the Crown as bona vacantia (ie ownerless goods) under CA 2006, s 1012(1), unless the company’s registered office is located within either the Duchy of Cornwall or the Duchy of Lancaster, in which case the bona vacantia passes to that Duchy — but note that freehold land lying within the area of the Duchy of Cornwall vests in the Duke of Cornwall on dissolution regardless of where the company’s registered office may have been situated).NOTE: The Duchy of Cornwall is held by the Duke of Cornwall under a charter of 1337 (which confers the dukedom on the eldest son of the monarch and heir to the throne): it extends to the entire county of Cornwall. The Duchy of Lancaster...

The effect of disclaimer by a liquidator or trustee in bankruptcy on property and third parties

The effect of disclaimer by a liquidator or trustee in bankruptcy on property and third parties Disclaimer under the Insolvency Act 1986 (IA 1986) by either a liquidator or a trustee in bankruptcy (trustee) has the following effects: • it operates to determine from the date of the disclaimer the rights interests and liabilities of the company or the bankrupt/bankrupt’s estate in respect of the property disclaimed • in the case of disclaimer in bankruptcy, it discharges the trustee from any personal liability in respect of the property in question with effect from the commencement of the trustee’s appointment • it does not—except so far as is necessary for the purposes of releasing the company or the bankrupt/bankrupt’s estate—affect the rights or liabilities of any other person • it entitles any person suffering loss or damage because of the disclaimer to prove for that loss or damage in the winding-up or bankruptcy For further reading on the steps that a liquidator or trustee must take to...

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Can a tenant take a transfer of the freehold when the freehold is bona vacantia following dissolution of a liquidated landlord company?

Can a tenant take a transfer of the freehold when the freehold is bona vacantia following dissolution of a liquidated landlord company? Commentators suggest that, on the basis of the wording under section 1012 of the Companies Act 2006 (CA 2006), and similar provisions under earlier Companies Acts: 'various authorities have accepted that, on dissolution, freehold property vests in the Crown as bona vacantia.' See:The consequence of disclaimer of freehold property—escheat: Property Insolvency [8.6] footnote 3 for more information. Where property is deemed bona vacantia (meaning 'ownerless property') at the date of dissolution it will vest in and belong to the Crown (or the Duchy of Lancaster or Duchy of Cornwall, as may be appropriate) under CA 2006, s 1012. The Crown is entitled to disclaim its interest in bona vacantia property under CA 2006, s 1013. If the Crown exercised this right, then under CA 2006, s 1015 the disclaimer would operate to, from the date of disclaimer, terminate the interests and liabilities of the...

Where a company in liquidation owns both the freehold and a sublease of a property, can the liquidator disclaim the sublease without disclaiming the freehold?

Where a company in liquidation owns both the freehold and a sublease of a property, can the liquidator disclaim the sublease without disclaiming the freehold? Liquidators are able to disclaim onerous property (see section 178 of Insolvency Act 1986 (IA 1986)). The liquidator may disclaim unprofitable contracts or property that is not readily saleable or may give rise to a liability to pay money or undertake an onerous act. For further reading on what constitutes onerous property (and therefore capable of being disclaimed), see Practice Note: What is considered onerous property or contracts? Reported cases involving the disclaimer of freehold property are comparatively rare. However, it has been accepted in a number of cases that freehold property is capable of falling within the definition of 'onerous property' contained in IA 1986, s 178(3)(b). See Commentary: Disclaimer of Freehold Property: Property Insolvency [8.5]. Disclaimer of a freehold is called ‘escheat’. Disclaimer (of freehold or leasehold land) is effected by the liquidator authenticating and dating a notice of disclaimer and...

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Property weekly highlights—26 June 2025

This week's edition of Property weekly highlights includes: publication of the second edition of the RICS service charge standard, pausing of the Law Society’s work on the material information form and publication by the Law Society of supplementary FAQs on its climate change and property practice note and cases on residential service charge, disclaimer and AGAs, HMOs, boundary determination, vesting orders on insolvency and stamp duty land tax.