How to Get a Bona Vacantia Waiver Letter for Company Restoration

If a dissolved UK company still owned property or other assets when it was struck off, restoring the company can involve an extra step that is easy to overlook: obtaining a bona vacantia waiver letter. For companies eligible for administrative restoration, the waiver letter is the written consent of the relevant Crown representative to the company's restoration where company property or rights became bona vacantia. Companies House lists the waiver as part of the documentation required where the dissolved company had assets.

The process is relatively straightforward when the company's records are clear, but delays can occur if applicants do not identify the correct authority, provide incomplete information, or assume that a waiver letter itself restores the company. This guide explains what the letter does, who needs one, how to apply, what it costs, what information to prepare, and what happens after you receive it.

What Is a Bona Vacantia Waiver Letter?

A bona vacantia waiver letter is written consent from the relevant Crown representative allowing a dissolved company with bona vacantia assets to proceed with restoration. When a company is dissolved, property and rights that belonged to it can pass to the Crown as bona vacantia, meaning ownerless property. If the company is subsequently restored, those assets may need to be dealt with as part of the restoration process.

For an administrative restoration application, Companies House requires a bona vacantia waiver where the company had assets. The former director or shareholder is responsible for obtaining the letter. The waiver is therefore best understood as a consent to restoration, not as the restoration itself. Getting the letter does not put the company back on the Companies House register. You still need to complete the appropriate restoration application and satisfy Companies House requirements.

Why Is a Bona Vacantia Waiver Needed?

The reason goes back to what happens at dissolution. When a company is dissolved, assets that remain in its ownership can become bona vacantia. This can include:

• Money in a company bank account
• Land or buildings
• Shares in another company
• Intellectual property
• Certain leasehold interests
• Other property and rights

The Government Legal Department's Bona Vacantia Division provides separate guidance for different categories of dissolved-company assets. If the company is restored, the legal position effectively changes again. Government guidance explains that restoration can bring the company back into existence as though it had not been dissolved, meaning bona vacantia no longer applies to assets that remain available to the company. The waiver letter provides the relevant Crown representative's consent for that restoration where bona vacantia property is involved.

Who Needs a Bona Vacantia Waiver Letter?

Not every company restoration requires a waiver. The key question is whether property or rights belonging to the company became bona vacantia. For example, a company that was dissolved while it still had £5,000 in its bank account would generally have a bona vacantia asset.

Likewise, a company that owned shares in another business, a registered trademark or land could have bona vacantia property. By contrast, if the company genuinely had no assets at dissolution, a waiver may not be necessary. Companies House's current restoration guidance specifically says that applicants need a waiver if the company had assets.

A common mistake

One common mistake is to look only at the company's bank balance. A company can have a zero bank balance and still own valuable property. Before applying for restoration, check for:

• Intellectual property
• Shares and investments
• Customer debts
• Property
• Leasehold rights
• Deposits
• Insurance claims
• Tax refunds
• Digital assets
• Contractual rights

The value of the asset is not necessarily what determines whether it is relevant. Its legal ownership at the point of dissolution is what matters.

Who Issues the Waiver Letter?

The correct authority depends on where the company was registered and, in some circumstances, where its property was located. For companies registered in England and Wales, the Bona Vacantia Division of the Government Legal Department handles relevant applications to the Treasury Solicitor.

However, there are important exceptions. If the company owned property in Scotland or Northern Ireland, GOV.UK states that a waiver may need to come from the King's and Lord Treasurer's Remembrancer in Scotland or the Crown Solicitor's Office in Northern Ireland.

Companies with connections to the Duchy of Lancaster or Duchy of Cornwall can also involve different Crown representatives. This is one reason applicants should not automatically send every restoration-related request to the same government office.

How to Apply for a Bona Vacantia Waiver Letter

For an administrative restoration involving the Treasury Solicitor in England and Wales, the government procedure uses form BVC14. The process can be broken into several practical steps.

Step 1: Confirm that administrative restoration is available

Before spending time obtaining a waiver, check whether your company qualifies for administrative restoration. Current Companies House guidance says administrative restoration is available where:

• You were a director or shareholder.
• The company was struck off and dissolved by the Registrar within the last six years.
• The company was trading when it was dissolved.

If those conditions are not met, restoration normally requires a court order instead. This distinction is important because a waiver letter for administrative restoration should not be treated as a universal solution for every type of dissolved company.

Step 2: Identify the company's bona vacantia assets

Make a list of everything the company owned or was legally entitled to when it was dissolved. Start with the obvious items:

Cash: Check bank accounts, payment providers and other balances.

Investments: Look for shares, securities and interests in other businesses.

Property: Check land, buildings and leasehold interests.

Intellectual property: Review trademarks, patents, registered designs and other company-owned rights.

Receivables: Identify money owed to the company by customers, suppliers or other parties.

This exercise is particularly important for startups because a company's most valuable assets may be intangible. A software company, for example, could have almost no physical equipment but own a valuable trademark, source-code rights or shares in a subsidiary.

Step 3: Complete form BVC14

GOV.UK instructs applicants seeking a Treasury Solicitor waiver to complete form BVC14. The form is specifically designed for applications connected with administrative restoration. Use the company's exact registered details, including its company number.

Accuracy matters here. The company number should match the Companies House record, and information about the assets should be complete and consistent with the company's history. If the company had several assets, do not assume that mentioning only the most obvious one is sufficient.

Step 4: Submit the application to the Bona Vacantia Division

For applications handled by the Treasury Solicitor, GOV.UK currently directs applicants to submit BVC14 to:

Bona Vacantia – Administrative Restoration
Government Legal Department (BVD)
1 Ruskin Square
Croydon
CR0 2WF

The government also provides [email protected] for enquiries relating specifically to the Treasury Solicitor's consent to administrative restoration. Always check the current GOV.UK guidance before submitting an application because government contact details and procedures can change.

Step 5: Pay the waiver application cost

The current published cost for the Treasury Solicitor's waiver letter is £64, with no VAT charged. GOV.UK says payment should be made by BACS or CHAPS and the dissolved company's registration number should be used as the payment reference. This is separate from the Companies House restoration fee and any other costs connected with bringing the company's records up to date. That distinction is important when budgeting for restoration.

What Information Should You Have Ready?

A strong application starts with accurate company records. Before submitting BVC14, have the following information available:

Company details

• Exact company name
• Company registration number
• Registered office details
• Date of dissolution
• Details of former directors or shareholders

Asset details

• Description of each asset
• Approximate value where relevant
• Location of property
• Bank or financial institution details where relevant
• Shareholding information
• Details of intellectual property
• Information about money owed to the company

Restoration details

You should also understand why the company needs to be restored. For example:

The company was dissolved following an administrative strike-off, but a company-owned bank balance was discovered after dissolution.

Or:

The company was dissolved while still holding shares in another UK company, and restoration is required to regularise ownership.

The more clearly the circumstances can be explained, the easier it is to understand what the application is intended to resolve.

What Happens After You Apply?

The waiver application is considered by the relevant Crown representative. If consent is provided, the waiver letter can then form part of the restoration package submitted to Companies House. The waiver is not the final restoration decision. For administrative restoration, Companies House also requires the relevant restoration form, outstanding company documents, filing fees and applicable late filing penalties. Current GOV.UK guidance lists the administrative restoration fee as £341.

The company's filing record may therefore need to be brought up to date before restoration can be completed. Think of the process as two connected but separate stages:

Bona Vacantia Division → consent to restoration

Companies House → restoration of the company

Keeping those functions separate makes the process much easier to understand.

How Long Does It Take to Get a Bona Vacantia Waiver?

There is no universal government processing time stated in the current GOV.UK waiver guidance. The time required can depend on the circumstances of the company, the nature of its assets, the completeness of the application and whether additional information is required.

For that reason, founders should avoid planning a bank-account recovery, property transaction or corporate restructuring around an assumed turnaround time. If the restoration is commercially urgent, build in contingency time.

What If the Company Had No Assets?

If the company genuinely had no property or rights that became bona vacantia, a waiver may not be required. However, “we thought the company had no assets” is not the same as establishing that it had no assets.

A final review should consider assets that do not appear on a normal bank statement. For example, a dormant-looking company could still own:

• A trademark
• A domain name
• Shares
• A deposit
• Money owed by a customer
• A tax repayment
• Intellectual property
• A leasehold interest

Where there is uncertainty, it is sensible to establish the position before submitting the restoration application.

What If the Company Was Voluntarily Struck Off?

This is a critical distinction. Administrative restoration is not available simply because a company was voluntarily dissolved. Current Companies House guidance states that administrative restoration cannot be used where directors voluntarily applied for the company to be struck off. In such circumstances, a court restoration route may be required instead.

This is one of the most important eligibility checks to make before applying for a waiver. If the company was voluntarily struck off, do not assume that obtaining BVC14 will solve the restoration problem. The appropriate restoration route should be established first.

What Happens to the Bona Vacantia Asset After Restoration?

Restoration can change the position of the asset. The Government Legal Department explains that when a company is restored, bona vacantia no longer exists and the asset belongs to the company again, subject to the circumstances of the particular case.

There is an important exception if the Crown has already disposed of the asset during the period of dissolution. In that situation, the former company may not simply receive the original asset back. Government guidance states that BVD may instead pay the consideration received from its sale, less relevant costs. This is another reason to address a valuable asset promptly after discovering that a company has been dissolved.

Waiver Letter vs Company Restoration: What Is the Difference?

Understanding this distinction prevents one of the most common procedural errors: assuming that receiving a waiver letter means the restoration is complete.

A Practical Checklist for Founders

Before applying, work through this checklist:

1. Confirm the dissolution date.
Check the company's Companies House record.

2. Establish how the company was dissolved.
Was it struck off by the Registrar or voluntarily?

3. Confirm restoration eligibility.
Administrative restoration has specific statutory conditions.

4. Identify all assets.
Do not limit the search to cash.

5. Identify the correct Crown representative.
Jurisdiction and property location can matter.

6. Complete BVC14 where applicable.
Use the current government form.

7. Pay the applicable waiver cost.
The current Treasury Solicitor application cost is £64.

8. Prepare the Companies House restoration package.
This can include RT01, outstanding documents, fees and penalties.

9. Keep copies of everything submitted.
Create a restoration file containing correspondence, payment evidence and asset information.

10. Deal with the asset after restoration.
If money, property or another asset was involved, confirm what further steps are required to regularise ownership or recover it.

Why This Matters for Global Founders

International entrepreneurs often use UK companies for trading, investment, intellectual property ownership or cross-border business structures. That can make an overlooked asset harder to identify. For example, a founder based outside the UK may assume that a dormant UK company has no assets because its UK bank account was closed. But the company could still own shares, intellectual property, outstanding receivables or contractual rights.

A restoration problem can therefore appear long after the business stopped operating. Platforms such as IncorpUK, which operate in the UK company formation and management space for global founders, sit within a broader ecosystem where maintaining accurate corporate records and understanding the consequences of company closure are important parts of responsible company administration.

Frequently Asked Questions

Is a bona vacantia waiver letter the same as company restoration?

No. The waiver is consent from the relevant Crown representative where bona vacantia assets are involved. The actual restoration is completed through Companies House administrative restoration or a court order, depending on the circumstances.

How much does a bona vacantia waiver letter cost?

For applications to the Treasury Solicitor under the current GOV.UK WA1 guidance, the application cost is £64, with no VAT charged.

What form do I use to apply for the waiver?

For the Treasury Solicitor's administrative restoration process, GOV.UK directs applicants to complete form BVC14.

Do all dissolved companies need a bona vacantia waiver?

No. The waiver is relevant where property or rights belonging to the dissolved company became bona vacantia and consent is required for the restoration process.

Can I get a waiver if the company was voluntarily struck off?

Obtaining a waiver does not make a company eligible for administrative restoration. Companies House states that administrative restoration is unavailable where the directors voluntarily applied for the company to be struck off. A court restoration route may instead be necessary.

How long does a waiver letter take?

GOV.UK does not provide a universal processing time in its current WA1 guidance. Processing can depend on the application and circumstances, so applicants should not assume a fixed turnaround.

What if the company owned property in Scotland or Northern Ireland?

The relevant Crown representative can differ. GOV.UK states that property in Scotland may require a waiver from the King's and Lord Treasurer's Remembrancer, while property in Northern Ireland may require one from the Crown Solicitor's Office.

What happens to bona vacantia assets after the company is restored?

Generally, restoration can bring the company back into existence and the bona vacantia position can end, so the asset belongs to the restored company again. If the Crown has already disposed of the asset, different consequences may apply.

Conclusion

A bona vacantia waiver letter is an important part of the administrative restoration process when a dissolved company had assets that passed to the Crown. The practical sequence is straightforward: establish whether administrative restoration is available, identify any assets that became bona vacantia, determine the correct Crown representative, submit the appropriate waiver application, pay the applicable cost, obtain consent and then submit the complete restoration package to Companies House.

The biggest mistake is treating the waiver as the restoration itself. It is not. It is one component of a wider process. For founders, the safest approach is to identify assets early, verify the company's restoration route and use current GOV.UK guidance for the relevant jurisdiction and procedure. When valuable property, shares, intellectual property or significant sums of money are involved, professional legal advice can also help avoid an expensive procedural mistake.