Companies Act 2006, section 1012

Property of dissolved company to be bona vacantia

Part 31 Dissolution and restoration to the register

(1)When a company is dissolved, all property and rights whatsoever vested in or held on trust for the company immediately before its dissolution (including leasehold property, but not including property held by the company on trust for another person) are deemed to be bona vacantia and—

(a)accordingly belong to the Crown, or to the Duchy of Lancaster or to the Duke of Cornwall for the time being (as the case may be), and

(b)vest and may be dealt with in the same manner as other bona vacantia accruing to the Crown, to the Duchy of Lancaster or to the Duke of Cornwall.

(2)Subsection (1) has effect subject to the possible restoration of the company to the register under Chapter 3 (see section 1034).

Read section 1012 in the full Act → Definitions (2) Cases (23)

Definitions used in section 1012

company

“company” means a company formed and registered under this Act, that is—

(a)

a company so formed and registered after the commencement of this Part, or

(b)

a company that immediately before the commencement of this Part—

(i)

was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

(ii)

was an existing company for the purposes of that Act or that Order,

(which is to be treated on commencement as if formed and registered under this Act).

Defined in s.1(1) · see it in the full Act

(4) In this section and that Schedule “company” includes any body corporate.

Defined in s.1159(4) · see it in the full Act
the register

(2) The records relating to companies are referred to collectively in the Companies Acts as “the register”.

Defined in s.1080(2) · see it in the full Act

Cases considering section 1012 (23)

Natasha Courtney-Smith & Anor v The Nottinghill Shopping Bag Company & Ors

[2025] EWHC 1793 (IPEC) · 18 July 2025

Applies section 1012(1) to hold that the dissolved company’s intellectual property vested bona vacantia in the Crown on dissolution. The rights remained vested in the Crown until restoration, disposal or a vesting order. (see paras [118]-[120])

Robert Lulham & Anor v The Crown State Commissioners

[2025] EWHC 1572 (Ch) · 24 June 2025

On dissolution, property vested in or held on trust for the company, other than property held on trust for another, becomes bona vacantia and belongs to the Crown or other specified ultimate owner. The company’s freehold therefore vested as bona vacantia. (see paras [7]-[8])

Edouard Cussinel & Anor v Alan Guerin & Ors

[2023] UKUT 235 (LC) · 25 September 2023

Dissolution did not extinguish the company’s leasehold tenancy. It became bona vacantia and vested in the Crown, with the result that the superior tenancy had not ended for section 18 purposes (see paras [31]-[33]).

3 more judgments, and what each says about section 1012, are in the case-law panel in the full Act.

Amendments and notes

4 notes from legislation.gov.uk

Modifications

  1. C1378Ss. 1012-1023 applied (with modifications) by Building Societies Act 1986 (c. 53), Sch. 15 para. 57(1)(3) (as substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 87(11)(b) (with art. 10))
  2. C1379Ss. 1012-1023 applied by Friendly Societies Act 1992 (c. 40), Sch. 10 para. 68(1) (as substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 133(7)(b)(i) (with art. 10))
  3. C1380Ss. 1012-1014 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 52 (with Sch. 1 paras. 22, 34, 35)
  4. C1381Ss. 1012-1023 applied (with modifications) (8.12.2017) by The Risk Transformation Regulations 2017 (S.I. 2017/1212), regs. 1(2), 180(10) (with reg. 189)