Companies Act 2006, section 1015

General effect of disclaimer

Part 31 Dissolution and restoration to the register

(1)The Crown's disclaimer operates so as to terminate, as from the date of the disclaimer, the rights, interests and liabilities of the company in or in respect of the property disclaimed.

(2)It does not, except so far as is necessary for the purpose of releasing the company from any liability, affect the rights or liabilities of any other person.

Read section 1015 in the full Act → Definitions (1) Cases (7)

Definitions used in section 1015

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

Cases considering section 1015 (7)

Leon v Her Majesty's Attorney General & Ors

[2019] EWCA Civ 2047 · 22 November 2019Defines

The court identified the general effect of Crown disclaimer: the company’s rights, interests and liabilities terminate from the date of disclaimer, without affecting other persons except as necessary to release the company (see para [3]). The disclaimer did not discharge the appellant’s independent contractual liability to comply with the lease terms (see para [34]).

Robert Lulham & Anor v The Crown State Commissioners

[2025] EWHC 1572 (Ch) · 24 June 2025Interprets

The disclaimer terminated, from its date, the dissolved company’s rights, interests and liabilities in or concerning the disclaimed freehold. The freehold consequently determined. (see paras [10]-[11]) The disclaimer did not affect the rights or liabilities of other persons except as necessary to release the company from liability. The claimants’ leases therefore continued. (see para [10])

Michael Leon v Kensington Mortgage Company Limited & Anor.

[2023] EWHC 121 (Ch) · 6 February 2023Interprets

Applies the rule that disclaimer terminates the dissolved company’s rights, interests and liabilities in the lease but does not otherwise affect another person’s rights or liabilities. The mortgagee’s security therefore survived (see para [16]).

What each judgment says about section 1015 is in the case-law panel in the full 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. C1388Ss. 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. C1389Ss. 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. C1390Ss. 1015-1019 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 53 (with Sch. 1 paras. 22, 34, 35)