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Repayment of Funds to Restored Company

It is the usual practice of the Bona Vacantia Division to collect and/or sell valuable assets of which it is aware.

If a dissolved company is restored to the register of live companies then, unless the restoration order provides otherwise, the Bona Vacantia Division will be obliged to account to the company for the following financial assets:

  • Cash balances which belonged to the dissolved company and which the Bona Vacantia Division collected during the period when the company was dissolved
  • The proceeds of sale of other assets which belonged to the dissolved company and which the Bona Vacantia Division sold during the period when the company was dissolved.

The purpose of these guidelines is to indicate the way in which the Bona Vacantia Division will discharge this obligation to make repayment. The Bona Vacantia Division's policy is to repay financial assets by a cheque made out to the company by name with the company's registration number at Companies House in brackets afterwards.

In exceptional circumstances the Bona Vacantia Division may be prepared, at its discretion, to repay funds to the company's order upon receipt of a satisfactory authority from the company together with satisfactory evidence that the signatories to the authority are who they claim to be and have the power to provide an authority upon the company's behalf. Underlying the Bona Vacantia Division's requirements is the need to protect the Bona Vacantia Division against a claim that it should account a second time for the same funds. The Bona Vacantia Division is only prepared to repay funds to the company's order in this way if the company does not have an open account with a bank or other similar financial institution at the date of the request into which a cheque made out to the company by name could be paid.

The authority required from the company should:

  • Be dated and in writing
  • Be on headed notepaper of the company on which the company's name, registered office address and company number are clearly shown
  • Be signed by a majority of the officers of the company (officers means directors and the company secretary) - if the company only has two officers then both should sign
  • Set out clearly the circumstances leading to the request for payment including the facts that the relevant company has been dissolved and subsequently restored to the register
  • Confirm that the company does not have an open account in its own name with a bank or other similar financial institution at the date of the request into which a cheque made out to the company by name could be paid
  • State clearly that payment should be made to a named payee and the address to which the cheque should be sent
  • State clearly that the company acknowledges that any payment made in this way is for its own convenience and at its sole risk.

The evidence required in support of the authority is:

  • Copies of all documents at Companies House which show who are the current officers and members of the company
  • Copies of the current passports or current UK driving licences of all signatories to the letter of authority
  • An original bill (not more than three months old) addressed to each of the signatories to the letter of authority at his or her home address.

A Solicitor of the Supreme Court holding a current practising certificate should certify all copy documents provided under this paragraph as genuine. The certificate should be in the following terms: "I hereby certify that this document represents a true and complete copy of the original now produced to me." It should then be signed and dated by the solicitor whose name and practising address should also be printed.

If one or more of the officers of a restored company is another company then a majority of the officers of that company should sign the letter of identity. The same information and evidence should be provided in relation to the identities and positions within the company of the officers who sign the letter of authority.

The Bona Vacantia Division reserves the right to refuse to make payment to the company's order, either because it considers that this course should not apply at all in the circumstances or because it is not satisfied with the authority and evidence provided in support.

Please complete our company restoration form to enquire about restoring your company.