Bona vacantia property: how to buy land or buildings from a dissolved company (UK)

When a UK company is dissolved, any land or buildings it still owns pass to the Crown as bona vacantia under section 1012 of the Companies Act 2006. In most of England and Wales you buy from the Bona Vacantia Division (BVD) of the Government Legal Department, which only sells at open market value set by the District Valuer, with the valuation fee paid by you in advance. If the company's last registered office was in the Duchy of Lancaster or the Duchy of Cornwall, the relevant Duchy deals with it instead. There is no title guarantee, and a sale can stall if the company is likely to be restored.

Investors often find these properties by accident. A title register lists a company as the owner, and Companies House shows that company as "Dissolved". The building may be empty, the land overgrown, or a block of flats may have no functioning freeholder. This guide explains who now owns the property, how a sale works, and what can go wrong.

What bona vacantia means for property

Bona vacantia means ownerless goods. Section 1012 of the Companies Act 2006 says that property belonging to a company immediately before it is dissolved vests in the Crown, or in the Duchy of Lancaster or the Duke of Cornwall where they are entitled. This happens automatically. Government guidance notes that company liabilities are generally extinguished rather than passed to the Crown.

The usual cause is simple. A company is struck off, either at its directors' request or by Companies House for failing to file, while it still holds a registered title. Nobody transfers the property out first. HM Land Registry is not automatically updated, so the title can show the dissolved company as proprietor for years.

Who deals with it

The body you deal with depends on the company's last registered office, not on where the property sits.

• England and Wales (most areas): the Bona Vacantia Division of the Government Legal Department.
• Duchy of Lancaster: covers Lancashire, most of Merseyside, and parts of Greater Manchester, Cheshire and Cumbria. Handled by Farrer & Co.
• Duchy of Cornwall: covers the County of Cornwall. Also handled by Farrer & Co.
• Scotland: the King's and Lord Treasurer's Remembrancer (KLTR).
• Northern Ireland: the Crown Solicitor's Office.

How BVD sells land and buildings

BVD's guidance on referring land or buildings (BVC2, last updated August 2026) sets out the process for England and Wales. The main points are below.

• You refer the property using BVD's online form and email it to bvcompanies@governmentlegal.gov.uk, with the dissolved company's name, number and last registered office.
• BVD asks about any buildings, why you want the land, access, current occupation, planning consents, and any mortgages or charges.
• If the company was dissolved recently, BVD will usually ask the former directors whether they want to restore it. If they say they do, BVD is unlikely to deal with the land.
• If BVD considers a sale, it instructs the District Valuer. You pay the valuer's fee in advance and it is non-refundable. BVD quotes a range from £2,000 plus VAT for garden land in regional boroughs to £3,700 plus VAT for development land in London boroughs.
• Paying for a valuation does not guarantee the land will be offered to you.
• BVD only sells at open market value, and never for less than £1,000 plus its costs.
• If you buy, you also pay BVD's legal costs of £998.75 plus VAT and its disbursements, including the valuer's fee.
• BVD does not transfer property with full or limited title guarantee.

In practice you take the property as it is. Any mortgage, restriction or third-party right on the title can survive the sale, so your solicitor needs to review the register before you spend money on a valuation. Where a lender holds a charge, the lender may be able to sell using its own power of sale instead. BVD publishes separate guidance on that (BVC6).

Disclaimer and escheat

The Crown does not have to keep bona vacantia property. Under section 1013, it can disclaim it, generally within three years of becoming aware that the property vested in it. A shorter period can apply if a person with an interest serves notice asking the Crown to decide. A disclaimer notice is sent to Companies House and published in the Gazette. BVD says it may disclaim land as soon as it is brought to its attention, without further reference to the person who referred it.

For freehold land, disclaimer extinguishes the title. The land then escheats, which means it falls back to the Crown as ultimate owner. The Crown Estate deals with most escheat cases in England, Wales and Northern Ireland. It will in principle sell escheated land, but only the whole of the land in one transaction, subject to existing charges, and with a contribution to its legal costs.

For leasehold property, disclaimer brings the lease to an end. BVD's guidance says commercial leases will be disclaimed. Sections 1017 and 1018 let the court make vesting orders in favour of people with an interest, such as a mortgagee or an underlessee, but on terms that can include taking on the lease obligations. This is specialist work for a solicitor.

Restoration risk

A dissolved company can come back. A former director or member can apply for administrative restoration under section 1024, but not after six years from dissolution. The court can restore a company under section 1030, generally within the same six years, although there is no time limit for claims for personal injury. A restored company is treated as if it had never been dissolved.

For a buyer, section 1034 matters most. If the Crown has already disposed of the property, restoration does not undo that sale. The restored company is paid the price received, or the value at the time, less reasonable costs. The risk sits earlier. A recent dissolution, active directors or a lender pushing for restoration can stop a sale before it starts, after you have paid for a valuation.

Some buyers approach former directors instead and agree terms that depend on the company being restored first. That route needs a solicitor on both sides. This article is general information, not legal advice.

How to check a property before you approach anyone

• Companies House: confirm the status is "Dissolved", note the dissolution date, and record the last registered office. The office decides whether BVD or a Duchy deals with it.
• HM Land Registry: download the title register and title plan for £7 each on GOV.UK. Check the proprietor is still the company, whether the title is freehold or leasehold, and what charges are registered.
• The Gazette: search for the company. A first Gazette notice for compulsory strike-off says the company will be struck off at the end of two months unless cause is shown. Also check for any notice of disclaimer, which moves a freehold to the Crown Estate route.
• Dissolution date: under six years means restoration is still open to former directors and members, and BVD may contact them first.

If you are negotiating with a live company that already has a first Gazette notice, treat the two months as a deadline. If the company is struck off before completion, the property passes to the Crown and the deal is gone. For terms such as strike-off, disclaimer and escheat, see our UK property distress glossary, and for wider distress trends see the UK Property Distress Index.

What our data shows

In DealBrief's tracked set of about 15,000 England and Wales corporate owners, joined to HM Land Registry CCOD and OCOD titles and Companies House status in October 2026, 122 companies with status "dissolved" are still recorded as proprietor on 2,910 registered titles: about 1,179 freehold and 1,731 leasehold. Dissolution dates vary widely, from 2017 or earlier to 13 so far in 2026, 15 in 2025 and 15 in 2023. This is a tracked subset, not a national census, so the true number across England and Wales is likely higher.

First Gazette strike-off notices against tracked property-holding companies numbered 27 in May 2026, 16 in June, 5 in July, 2 in August and 3 in September. Each one starts a two-month period after which the company may be struck off, and its titles would then pass to the Crown. DealBrief tracks strike-off notices on property-owning companies and the titles they hold.