Companies Act 2006, section 1013

Crown disclaimer of property vesting as bona vacantia

Part 31 Dissolution and restoration to the register

(1)Where property vests in the Crown under section 1012, the Crown's title to it under that section may be disclaimed by a notice signed by the Crown representative, that is to say the Treasury Solicitor, or, in relation to property in Scotland, the Queen's and Lord Treasurer's Remembrancer.

(2)The right to execute a notice of disclaimer under this section may be waived by or on behalf of the Crown either expressly or by taking possession.

(3)A notice of disclaimer must be executed within three years after—

(a)the date on which the fact that the property may have vested in the Crown under section 1012 first comes to the notice of the Crown representative, or

(b)if ownership of the property is not established at that date, the end of the period reasonably necessary for the Crown representative to establish the ownership of the property.

(4)If an application in writing is made to the Crown representative by a person interested in the property requiring him to decide whether he will or will not disclaim, any notice of disclaimer must be executed within twelve months after the making of the application or such further period as may be allowed by the court.

(5)A notice of disclaimer under this section is of no effect if it is shown to have been executed after the end of the period specified by subsection (3) or (4).

(6)A notice of disclaimer under this section must be delivered to the registrar and retained and registered by him.

(7)Copies of it must be published in the Gazette and sent to any persons who have given the Crown representative notice that they claim to be interested in the property.

(8)This section applies to property vested in the Duchy of Lancaster or the Duke of Cornwall under section 1012 as if for references to the Crown and the Crown representative there were respectively substituted references to the Duchy of Lancaster and to the Solicitor to that Duchy, or to the Duke of Cornwall and to the Solicitor to the Duchy of Cornwall, as the case may be.

Read section 1013 in the full Act → Definitions (3) Cases (8)

Definitions used in section 1013

the court

(1) Except as otherwise provided, in the Companies Acts “the court” means—

(a)in England and Wales, the High Court or the county court;

(b)in Scotland, the Court of Session or the sheriff court;

(c)in Northern Ireland, the High Court.

Defined in s.1156(1) · see it in the full Act

(2) The provisions of the Companies Acts conferring jurisdiction on “the court” as defined above have effect subject to any enactment or rule of law relating to the allocation of jurisdiction or distribution of business between courts in any part of the United Kingdom.

Defined in s.1156(2) · see it in the full Act
the registrar

(3) In the Companies Acts“the registrar of companies” and “the registrar” mean the registrar of companies for England and Wales, Scotland or Northern Ireland, as the case may require.

Defined in s.1060(3) · see it in the full Act
the Gazette

“the Gazette” means—

(a)

as respects companies registered in England and Wales, the London Gazette,

(b)

as respects companies registered in Scotland, the Edinburgh Gazette, and

(c)

as respects companies registered in Northern Ireland, the Belfast Gazette;

Defined in s.1173(1) · see it in the full Act

Cases considering section 1013 (8)

David William Dixon & Anor. v The Crown Estate Commissioners

[2022] EWHC 3256 (Ch) · 22 December 2022

Applies the disclaimer mechanism to the Crown’s interest in the two properties. The disclaimer caused the Crown’s interest as bona vacantia to vest in the Commissioners by way of escheat. (see paras [2], [11], [15]-[16])

Mistral Asset Finance Ltd v Registrar of Companies & Anor

[2020] EWHC 3027 (Ch) · 12 November 2020Interprets

Section 1013(1) permits the Crown’s title to bona vacantia property to be disclaimed. The court held that a disclaimer arising from dissolution was prima facie avoided by restoration and did not itself survive as a protected disposition. (see paras [10], [15], [22]-[27])

Fivestar Properties Ltd, Re

[2015] EWHC 2782 (Ch) · 8 October 2015Interprets

The court applied the provision permitting the Crown’s title under section 1012 to be disclaimed, while holding that disclaimer did not transfer the underlying freehold estate to the Crown. (see paras [11]-[13], [21]) The court recorded the statutory time limit for execution of a Crown disclaimer. It did not decide any issue concerning compliance with that limit. (see para [11]) The court noted the period within which the Crown must act following a written application requiring a decision on disclaimer. It used the provision to explain the statutory period of uncertainty for interested persons. (see para [19]) The court set out the consequence of a disclaimer executed out of time but made no finding that the disclaimer in issue was invalid. (see para [11]) The court recorded the registration requirement for a disclaimer. It did not decide any separate issue concerning registration. (see para [11])

What each judgment says about section 1013 is in the case-law panel in the full Act.

Explanatory note

1269.Where a company is dissolved while still holding property, that property passes to the Crown. Section 656 of the 1985 Act provides that the Crown’s title to the property may be disclaimed by means of a notice signed by the Crown representative.

1270.At present this disclaimer must generally be executed within 12 months of the date on which vesting of the property came to the notice of the Crown representative or within three years of the Crown representative receiving an application from an interested party. This section, in restating the relevant provisions, extends the 12-month period to three years, and provides that, if the ownership of the property is not established when the Crown representative first has notice that the property may have vested, that period runs from the end of the period reasonably necessary for the Crown representative to establish ownership.

1271.Section 656 of the 1985 Act also provides that a disclaimer may be made within three years of the Crown representative receiving an application from an interested party. This section changes this to 12 months.

All the explanatory notes for the Act

Amendments and notes

4 notes from legislation.gov.uk

Modifications

  1. 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)
  2. C1382Ss. 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))
  3. C1383Ss. 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))
  4. C1384Ss. 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)