What is a Vesting Order?
A vesting order is a legal mechanism that enables individuals or entities to reclaim assets once held by a now-dissolved company.
In the context of company dissolution, assets that remain unclaimed at the time of dissolution automatically pass to the Crown as bona vacantia. This can include property, funds in bank accounts, or other valuable assets not properly distributed before the company was dissolved.
At Myerson Solicitors, we offer dedicated legal support for those seeking to recover such assets. Our service is tailored to provide practical, strategic advice and representation in recovering assets efficiently and effectively.
When You Might Need a Vesting Order
You may require a vesting order in situations such as:
- Assets were left behind in a company that has been dissolved.
- You are legally entitled to assets from a dissolved company, such as a shareholder, creditor, or former director.
- The company was dissolved over six years ago, and restoring it is no longer an option.
In these instances, a vesting order may be the only viable route to regain ownership of the property or funds that otherwise vest in the Crown of Duchy.
How Our Vesting Order Lawyers Can Help
At Myerson, we provide comprehensive legal support to guide you through the complexities of vesting order applications, including:
- Expert Legal Advice: Clear, strategic advice on whether a vesting order is the right route for your circumstances.
- Asset Tracing and Recovery: Assistance in identifying, locating, and valuing the assets.
- Court Representation: Instruct expert barristers to provide professional and persuasive representation in court proceedings.
- Results-Driven Service: A commitment to securing the best possible outcome for our clients, tailored to your unique needs.
- Costs Recovery: In many cases, a vesting order is required due to the negligence of a former solicitor or accountant. In these circumstances we can seek an indemnity to reimburse your reasonable legal costs in seeking to recover the assets.
The Vesting Order Process
We manage every stage of the vesting order process on your behalf:
- Initial Consultation
We start with a detailed assessment of your case, identifying your entitlement and the assets involved. - Evidence Gathering
Our team collates the necessary documentation to support your claim and build a robust application. - Application Preparation and Filing
We prepare and submit the vesting order application to the appropriate court, ensuring all legal requirements are met. - Court Representation
Our solicitors have good working relationships with suitable barrister who they can instruct to represent you during court proceedings, advocating effectively. - Asset Recovery and Distribution
Upon successfully granting the vesting order, we assist in the recovery and appropriate distribution of the assets. This includes registering property or land in your name at the land registry. - Accountant Recommendations
In some cases you will be required by the court to notify HMRC that an asset has been transferred to you. We can liaise with accountants to assist in this process and in making representations in respect of any tax that may arise upon the transfer.
Vesting Order FAQs
Why do assets go to the Crown when a company is dissolved?
Upon a company's dissolution and removal from the Companies House register, any remaining assets become ownerless and automatically transfer to the Crown, in accordance with the doctrine of bona vacantia. This encompasses land, buildings, and other remaining assets.
How do I get my property back from the Crown?
If your property has been transferred to the Crown as bona vacantia following the dissolution of a company, you can potentially recover it through a vesting order.
Bona vacantia refers to property that becomes ownerless when a company is dissolved, with any unclaimed assets passing to the Crown.
To get your property back, you may apply for a vesting order, which legally transfers ownership from the Crown back to you. Individuals with a legal or beneficial interest in the property, such as former directors, shareholders, or creditors of the dissolved company, can apply.
The process typically takes from a few weeks to a few months, depending on the complexity of the case and court processing times.
For professional legal assistance in reclaiming your property, Myerson Solicitors can effectively guide you through the vesting order process.
Can assets be recovered if the company was dissolved over six years ago?
Yes. If more than six years have passed, the company cannot be reinstated to the register (unless it is for a personal injury claim).
Nonetheless, a vesting order offers an alternative legal method to recover the assets without restoring the company.
What are common examples of assets subject to vesting orders?
Frequently recovered assets include freehold or leasehold property, land, company shares, bank account funds, and intellectual property previously held by the dissolved company.
Who can apply for a vesting order?
Individuals or entities with a legal or equitable interest in the asset may apply. This generally includes former directors, shareholders, mortgage lenders, personal representatives of deceased persons, or anyone with a beneficial interest in the asset.
What happens if a property owned by a dissolved company is still registered in its name?
Even if the title remains registered under the dissolved company's name, it is technically vested in the Crown.
A vesting order can be utilised to legally transfer the title to the rightful party, facilitating its sale, occupation, or further dealings.
How long does the vesting order process take?
The timeline varies depending on the case's complexity, available evidence, and court processing times.
Typically, with legal assistance, the application process can be completed within a few weeks to a few months.
Professional Negligence: Ensuring Your Legal Rights Are Protected
In addition to our expertise in vesting orders, Myerson Solicitors offers extensive support in cases involving professional negligence.
Our team is skilled in holding professionals accountable when their actions or advice fail to meet the expected standard of care, causing harm or financial loss to clients.
Whether you are dealing with a negligent solicitor, accountant, or financial advisor, our team will guide you through the process of seeking redress and compensation. We offer practical advice, comprehensive case management, and the expertise required to pursue claims effectively, ensuring your interests are fully protected.
In some cases, we are able to secure indemnities, meaning the negligent professional will, in fact, cover the legal costs you incur in trying to rectify their error.
Vesting Order Case Studies
Here are some examples of cases we have or are currently dealing with for clients:
Case Study 1: Recovery of Property After Asset Sale Error
Our client completed an asset sale of their business. As part of the sale, they intended to retain the freehold building.
Once the sale was completed, they dissolved their company on the understanding that the property had been transferred to them after the sale. Unfortunately, this was not the case.
Our client relied on rental income from the property for their retirement and was extremely concerned to have only found out that the property was not in their name when preparing their Will.
Myerson acted promptly in successfully recovering ownership of the property from the Duchy of Lancaster with our client being able to retain all rents they had also historically received.
Case Study 2: Reclaiming £1m Farmland After Missed Restoration Deadline
Our client’s company owned hundreds of acres of farming land. These plots were sold over a number of years.
Due to a miscommunication with our client’s former solicitor following our client’s divorce, he had assumed 110 acres of land worth over £1million had been transferred into his name.
Alternative solicitors were instructed to restore the company, but missed the strict 6-year time limit.
Myerson are now seeking to recover the land by way of a vesting order and have secured an indemnity to cover our client’s costs from the negligent solicitors.
Case Study 3: Investment Properties Lost on Dissolution Due to Accountant Error
Rental investment properties were held in our client’s limited company.
Our client felt the management of the company was an administrative burden and decided she wished to dissolve the company and would own and manage the properties herself.
Our client sought advice from the company accountant, who provided our client with the necessary documents to dissolve the company, but did not warn our client that she would first need to legally transfer the properties out of the company or they would pass to the Crown.
Unfortunately, the dissolution forms were filed before any transfer took place.
We are now advising our client on potential recovery options including a vesting order as well as prospects of a professional negligence claim.
Case Study 4: Recovering £600,000 of Bona Vacantia Property
Myerson acted for a client whose two investment properties, valued at approximately £600,000, had inadvertently vested in the Crown as bona vacantia following the strike-off and dissolution of her company. The dissolution arose from her former accountant's negligence.
For almost a decade, the client continued to manage, maintain and let the properties under an HMO licence, paying tax on the rental income under the mistaken belief that she remained the legal owner.
However, the legal titles had remained in the company’s nam,e and ownership had automatically passed to the Crown under section 1012 of the Companies Act 2006.
By the time the issue was discovered, she was out of time to restore the company to the register.
We issued a Part 8 claim seeking a vesting order under section 181 of the Law of Property Act 1925 and/or section 44(ii) of the Trustees Act 1925.
The Court accepted that our client had acted in good faith and that it would be unconscionable for the Crown to retain the properties. A vesting order was granted, transferring the legal titles back to our client.
This case demonstrates our expertise in securing vesting orders and recovering assets that have passed to the Crown following company dissolution.
Why Work With Our Dispute Resolution Team
- For the past seven years, the Legal 500 has rated us as a Top Tier legal firm.
- There are in excess of 30 specialist lawyers in the Myerson Dispute Resolution Group, who will assist you with cases involving shareholders, partnerships, directors, inter-company disputes, professional negligence, and commercial agency issues.
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Testimonials
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Fantastic service as always from Myerson. The quick communication makes all the difference.
Jack
Like most people I don't find myself in situations that require a solicitor very often. So, the process can feel a little intimidating and daunting when it does come up. But, Suzanne at Myserson was both professional and supportive during my case - giving me excellent, informed and realistic advice which gave me the reassurance to successfully resolve my case.
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The team at Myerson are very effective, dynamic, ambitious and very personable. A very cohesive and positive team that consistently achieve excellent results for their clients. The team consistently rise to the challenges presented by challenging cases.
Richard
Myerson have helped us with successful outcomes in legal disputes, contract negotiations and re-writing our Terms & Conditions. We have always found their service to prompt, positive and in relatively simple terms. I have entire confidence that they are giving me sound advice. I would fully recommend their services and we feel well protected in the future.
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Carl
The guys at Myerson Solicitors made what could have been a very tricky and stressful case much easier to deal with. Very professional in their approach but also friendly and informative. Their advice from start to finish was extremely sound and they managed to achieve a very successful outcome.
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Olivier
My French company, an international textiles sales agency, was involved in a difficult breach of contract with one of its UK client. Difficult because an expertise was needed in this field of activity; difficult because our client took an approach which wasn't decent to say the least. Myerson debated very professionally and defended our position strongly up to win our case considering the results obtained before we needed to go to court. I will recommend Myerson to my other French agents colleagues.
Malcolm
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Great reputation as one of the better dispute resolution teams in the North West Excellent team with an all-round attention to detail.
Jill
The help we have received advising us on commercial agents' contracts has been hugely beneficial. In particular, Suzanne has helped us with the exit of an agent from the business. This has been handled with great professionalism and calm, direct advice, which has supported us through a very delicate process. With Suzanne's help we have reached a mutually agreeable outcome and we are happy that this gentleman can leave the business without any animosity, which was our definite preference.
Freyja Handy - Senior Vice President & General Counsel (Europe), ASM Global
We’ve had an excellent experience working with Myerson in relation to a number of disputes. They were highly responsive, pragmatic and maintained a strong commercial and cost-conscious focus throughout. Their advice was always clear I wouldn’t hesitate to recommend the dispute resolution team to others seeking reliable and commercially minded legal support.
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A dynamic, personable and highly effective team with tremendous strength in depth. This team consistently achieves excellent results for their clients. Clients benefit from the positive approach of the team at Myerson, however challenging the dispute.
Mr. William
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Suzanne Carr is an immensely talented litigator who is adept at steering disputes to a successful conclusion and remaining focused on the key issues.
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My view is that this firm is one of the best, focused, strategic and hardworking outfits in the region; with attention to detail and a laser sharp focus on the case at hand, you absolutely want them on your side in any piece of challenging commercial litigation. They will give most London law firms a run for their money.
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Sven Clarke is a superstar. He has the rare mix of legal clout and commercial nous. He's a formidable opponent.
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Adam Mayer leads a team of talented lawyers. The team give pragmatic advice, but are not afraid of taking on difficult cases. Particularly strong with regards to shareholder and partnership issues, showing an excellent grasp of the law and the nuances of dealing with interpersonal business disputes.
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The commercial disputes team punches well above its weight - easily going toe-to-toe with London firms in contractual and shareholder disputes.
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Adam Mayer combines excellence in his specialist area of law with being very approachable. He is commercial and pragmatic, but will still fight your corner.
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This team is outstanding in its strength in depth, positivity, teamwork and client care skills. A “can do” attitude runs throughout the team from partner to trainee and the team is very cohesive. Particular depth of experience in shareholder disputes.
Ms Wilson
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Myerson Solicitors helped me retrieve 50K compensation from FSCS over poor financial advice I had received with regards to my pension. I received professional and efficient service throughout the process. All my calls and emails were responded to promptly. I was going to use Myerson Solicitors on a no win no fee basis. They advised me against it as they thought I will be paying a lot more and I have a reasonable chance for a successful outcome. They were absolutely right and I am glad that I trusted them.
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