You may have owned your flat for years without giving the freehold company much thought. Then you come to sell, remortgage or extend the lease and somebody checks Companies House. The company has been dissolved.
Suddenly, a problem you did not know existed is holding everything up.
The obvious questions are worrying ones. Who owns the freehold now? Is your lease still valid? Who insures the building? And is there anybody who can actually sign the documents you need?
Fortunately, dissolution does not usually mean that your flat has become ownerless or that your lease has disappeared. However, it can leave a complicated gap above the leasehold titles which needs to be understood before it can be fixed.
Quick answer: when a company is dissolved while still owning a freehold, that freehold will generally pass automatically to the Crown as bona vacantia. Existing flat leases normally continue. Depending on the circumstances, leaseholders may be able to buy the freehold from the Crown or the dissolved company may be restored. If the Crown disclaims the freehold, the former freehold estate is extinguished and the land normally becomes subject to escheat, which creates a different legal problem.
I have always found that this sort of title issue becomes much easier once you stop asking, “How do we fix the freehold?” and first establish what has actually happened to it.
This guide covers England and Wales. If the freeholder still exists but simply cannot be found, see my separate guide to dealing with an absent or missing landlord. For the wider picture, see my residential leasehold guides.
Contents
- What happens when a freehold company is dissolved?
- Bona vacantia, an absent landlord and escheat: What is the difference?
- How do you check what has happened to the freehold?
- How does bona vacantia affect leaseholders?
- Can leaseholders buy the freehold from the Crown?
- How much does it cost to buy the freehold from BVD?
- Can the dissolved freehold company be restored?
- What happens if the Crown disclaims the freehold?
- What about lease extensions, sales and remortgages?
- Frequently asked questions
What happens when a freehold company is dissolved?
Bona vacantia is the legal expression commonly used for property which passes to the Crown because there is no longer another owner entitled to it.
Under section 1012 of the Companies Act 2006, property and rights belonging to a company immediately before it is dissolved generally become bona vacantia and belong to the Crown, or in some cases one of the Royal Duchies.
So, if a company beneficially owned your building’s freehold when it was dissolved, the freehold will normally pass automatically. The former directors and shareholders do not personally inherit it and cannot simply carry on signing documents or collecting money as though the company still existed.
The Land Registry title may nevertheless continue to show the dissolved company as registered proprietor. That can be confusing, but the transfer to the Crown takes place by operation of law rather than through an ordinary transfer deed.
There is an important qualification. Property which a dissolved company held on trust for somebody else is not dealt with as an ordinary beneficial asset of the company. This can matter with some residents’ companies and nominee arrangements, so it is worth checking how the freehold was actually held before assuming that it became bona vacantia.
Existing leases do not normally disappear when the freeholding company is dissolved. You remain the owner of your leasehold interest and the lease continues to regulate your rights and obligations.
The difficulty is that there may no longer be a functioning landlord on the other side of it.
Bona vacantia, an absent landlord and escheat: What is the difference?
These three expressions are sometimes used interchangeably. They describe quite different situations.
An absent landlord still owns the freehold or other relevant interest but cannot be found. The owner may be an individual who has disappeared, somebody who has died without the title yet being dealt with, or a company which still exists but no longer responds. Depending on the problem, tracing enquiries and special court or tribunal procedures may be available.
Bona vacantia arises where the company has ceased to exist and property which it beneficially owned has passed to the Crown.
Escheat can follow if the Crown subsequently disclaims a freehold estate. In broad terms, the former freehold estate is then extinguished and the land falls back to the Crown as ultimate owner of the land, rather than remaining Crown property held as bona vacantia.
That distinction matters. A procedure designed for a missing freeholder is not automatically suitable simply because nobody at the old freehold company answers the post.
How do you check what has happened to the freehold?
I would resist the temptation to contact the Crown before establishing the title history.
Start with current official copies of the freehold title, your leasehold title and any intermediate lease. The Government’s HM Land Registry property information service explains how to obtain registered title information.
Then search the Companies House register using the company’s exact name and number. Check whether it has actually been dissolved, when that happened, how it was struck off and whether it has subsequently been restored.
It may also be necessary to establish whether the freehold had already been transferred before dissolution, whether the company was holding it on trust, and whether the Crown has since sold or disclaimed the interest.
A former director continuing to send ground-rent demands does not prove that they now own the freehold. Nor does the continued involvement of a managing agent establish who holds the legal reversion.
Most dissolved-company assets in England and Wales are dealt with by the Bona Vacantia Division of the Government Legal Department, usually referred to as BVD. Different arrangements apply within the Duchies of Lancaster and Cornwall. The official BVC1 guidance explains which Crown representative has jurisdiction.
How does bona vacantia affect leaseholders?
Often, nothing dramatic happens on the day the company is dissolved. That is part of the problem. A small block may continue operating informally for years before the missing landlord becomes impossible to ignore.
Buildings insurance and repairs
Insurance is one of the first things I would check.
If the lease requires the freeholder to insure the building, establish whether there is still a valid policy, who is insured and when the cover needs to be renewed. BVD’s published policy is clear that it does not manage or insure the property, carry out maintenance or enforce lease covenants.
For a mortgaged flat, uncertainty over the block policy may also concern the lender. My separate guide explains how leasehold buildings insurance normally works.
The same practical problem can arise with repairs. Residents may understandably arrange urgent work themselves, but informal cooperation does not automatically give one leaseholder the landlord’s contractual powers or the right to recover every contribution from the others.
Ground rent and service charges
Dissolution does not simply wipe the payment provisions from the leases.
However, a former director cannot demand money merely because they used to act for the freehold company. Whoever seeks payment must have the legal right to do so and any demand must comply with the lease and the relevant statutory requirements.
Service-charge money already held on trust may also require separate treatment rather than simply becoming an ordinary asset of the dissolved company. The wider rules are covered in my guide to leasehold service charges.
Management and consents
The lease may require landlord consent for alterations, letting or another transaction. The fact that the old landlord company has disappeared does not remove that covenant, and a former officer of the company cannot simply sign a consent on its behalf.
Where the immediate problem is building management rather than ownership of the freehold, qualifying leaseholders may have other options. These can include acquiring the Right to Manage or, where the statutory grounds are established, applying for the appointment of an independent manager.
Those routes can help put management on a proper footing. They do not themselves transfer ownership of the freehold.
Can leaseholders buy the freehold from the Crown?
Potentially, yes.
BVD has a specific procedure, known as BVC4, for dealing with qualifying freehold and leasehold reversions which belonged to dissolved companies. Its current BVC4 guidance explains the process.
A BVC4 purchase should not be confused with ordinary statutory collective enfranchisement. Under BVC4, the Crown is deciding how to dispose of an asset which has become bona vacantia. The published procedure does not give leaseholders a right to compel BVD to sell.
BVD will normally sell to the participating leaseholders jointly or to a suitable management company of which they are members.
Before referring the matter, residents are expected to establish who wishes to participate. Leaseholders who do not want to join the purchase are normally asked to complete BVD’s Offer Declined form. BVD may contact non-participants itself and can normally continue with the sale if they do not respond.
It is worth getting organised before the application is made. BVD says it aims to dispose of freehold reversions by sale or disclaimer within 12 months of being approached. Delays because residents have not decided who is participating, cannot be contacted or have not assembled the necessary information increase the risk that BVD will disclaim the interest instead.
Nor does starting a BVC4 application guarantee a sale. BVD continues to consider disclaimer while the case is progressing and may disclaim without giving the applicants advance notice.
How much does it cost to buy the freehold from BVD?
The answer depends on the value of the flats, the length of the leases and the ground rent.
Under the BVC4 policy current on 5 September 2026, BVD will not sell a freehold reversion for less than £1,000 plus its costs.
Its main pricing section says that if none of the flats is valued at more than £250,000 and every lease has more than 80 years left to run, the sale price is normally 15 times the combined annual ground rent, subject to that £1,000 minimum.
For example, if four flats each pay £50 a year in ground rent, the combined rent is £200. Fifteen times £200 gives a price of £3,000.
Where any lease has less than 80 years remaining, BVD instructs the District Valuer and the sale price is based on the District Valuer’s recommendation.
There is one small but important wrinkle in the current Government guidance. Its main pricing section says the District Valuer is required where a flat is worth over £250,000. Later on the same page, the valuation section refers to a leasehold worth £250,000 or more, while the alternative valuation route refers to all leaseholds being worth less than £250,000.
Those formulations do not quite match for a flat valued at exactly £250,000. If a property sits on or very close to that boundary, I would check the current position with BVD rather than assume which valuation route applies.
Where the lower-value, longer-lease route applies, BVD currently requires a valuation of every flat, including flats whose leaseholders are not participating. The valuation must be from a qualified surveyor or estate agent and be less than three months old.
There are costs on top of the purchase price. As at 5 September 2026, BVD publishes legal costs of £1,208.75 plus VAT for a freehold reversion, together with applicable disbursements. Where a District Valuer is required, the indicative fee currently starts at £1,000 plus VAT outside London and £1,150 plus VAT in a London borough and increases for larger blocks.
Those District Valuer figures were revised on 17 August 2026. They can change, so I would always check the live BVC4 guidance before budgeting for a transaction.
The buyers will also have their own conveyancing, valuation and Land Registry costs and, depending on the title and purchasing structure, may have mortgage or company-related costs as well.
Can the dissolved freehold company be restored?
Sometimes restoration is a better solution, particularly where the dissolved company was a residents’ freehold company and the leaseholders actually want that ownership structure to continue.
There are two broad routes, but they are not interchangeable.
Administrative restoration through Companies House is available only where the statutory conditions are satisfied. In broad terms, the applicant must have been a director or member, the company must normally have been struck off by the registrar within the previous six years and it must have been carrying on business or operating when struck off. Administrative restoration is not available where the directors themselves applied for voluntary strike-off.
Other cases may be capable of court restoration. The categories of people who can apply to the court are wider and can include somebody with an interest in land or property in which the company had an interest.
The Companies House guidance on restoring a company explains the current routes and time limits.
If the company is restored while the asset remains bona vacantia, the asset can return to the company and the bona vacantia position comes to an end. If the Crown has already sold it, restoration does not unwind that sale. The restored company is instead generally entitled to the consideration received by the Crown, after the permitted deduction of costs.
There is also a very practical issue. Restoring a residents’ company means somebody has to run it afterwards. Directors, Companies House filings, accounts, insurance and the administration of the building cannot be ignored again simply because the title problem has been solved.
What happens if the Crown disclaims the freehold?
Disclaimer is the point at which this subject becomes genuinely unusual.
The Crown representative has statutory power to disclaim property which vested as bona vacantia. BVD commonly considers disclaimer where property is problematic, carries potential liabilities, has little value or cannot be dealt with cost-effectively.
For freehold reversions, its BVC4 guidance also makes clear that a failure to make prompt progress towards a sale can increase the possibility of disclaimer.
If the Crown disclaims a freehold estate, that freehold estate is extinguished. The land normally escheats to the Crown, or to the relevant Duchy where applicable.
Crucially, this does not mean the flat leases automatically disappear as well. HM Land Registry’s Practice Guide 35 confirms that inferior interests such as leases and charges can continue despite the freehold estate having determined on disclaimer.
The result can therefore be rather strange: the lease continues, but the former freehold estate out of which it was granted has ceased to exist.
That is why it is not quite accurate to say simply that “the Crown Estate becomes the new freeholder”. Escheat is not an ordinary transfer of the old freehold title to a replacement landlord.
If there is any suggestion that disclaimer has occurred, obtain the disclaimer notice and current registered titles before choosing the next step.
What about lease extensions, sales and remortgages?
Lease extensions
BVD expressly says that it does not grant lease extensions.
That does not necessarily mean a lease can never be extended. It means the ownership position needs to be resolved or the appropriate statutory route identified rather than asking BVD simply to negotiate a longer lease.
Restoration or acquisition of the reversion may sometimes provide the practical solution. My separate lease-extension guide deals with the ordinary statutory process and current 80-year rule.
Sales and remortgages
A flat can potentially still be sold or remortgaged, but the problem often surfaces precisely because a buyer or mortgage lender starts asking sensible questions.
Who insures the building? Who repairs it? Who collects the service charge? Is there a title restriction requiring a certificate or consent? Has the Crown sold or disclaimed the freehold? Is anybody entitled to give a landlord’s consent required by the lease?
If I were preparing a flat affected by a dissolved freeholder for sale, I would gather the freehold and leasehold titles, company history, insurance documents, service-charge information and any BVD correspondence before a buyer was found. Resolving the issue halfway to exchange is much more likely to cause delay.
Indemnity insurance may sometimes help with a narrowly defined conveyancing risk, but it cannot create a functioning landlord, grant a lease extension or give somebody legal authority which they do not otherwise have.
Frequently asked questions
Does bona vacantia mean my flat is ownerless?
No. Normally it is the dissolved company’s freehold or intermediate interest which has passed to the Crown. Your leasehold title remains your property.
Does my lease end when the freehold company is dissolved?
No. The dissolution of the freeholding company does not ordinarily bring the flat leases to an end. The difficulty is usually the absence of somebody performing the landlord’s functions.
Does the Crown become my landlord?
The Crown may acquire the freehold reversion as bona vacantia, but BVD does not operate the building as an ordinary managing freeholder. Its published policy states that it does not manage or insure the property, carry out maintenance, enforce covenants or grant lease extensions.
Do all leaseholders have to buy the freehold from BVD?
No. BVD expects the position of the leaseholders to be established before a referral is made, but people who do not wish to participate can normally decline. The participating leaseholders may then be able to buy jointly or through an appropriate company.
Can BVD refuse to sell the freehold?
Yes. A BVC4 sale is discretionary. BVD can consider disclaimer instead and there is no guarantee that an application to purchase will end in a sale.
Can a former director continue collecting ground rent?
Not simply because they were formerly a director. Once the company has been dissolved, its former officers do not personally acquire its freehold or its contractual rights. Any person demanding rent must establish their legal entitlement and comply with the applicable rules for demanding it.
Is bona vacantia the same as escheat?
No. Bona vacantia describes the stage at which the dissolved company’s property has passed to the Crown. Escheat may arise if the Crown subsequently disclaims a freehold estate, causing that estate to determine.
Is the law likely to change?
Possibly, although there is no new system to rely on at present. The Law Commission began an ownerless-land project in March 2026 which includes bona vacantia, escheat and the position of leaseholders where a landlord’s title escheats.
As at 5 September 2026, it has not published a consultation paper or recommendations. Current cases therefore still have to be dealt with under the existing law and Crown procedures.
Start with the legal status
When the company owning a freehold has disappeared, it is tempting to jump straight to the solution. Can the leaseholders buy the freehold? Should the company be restored? Is a court application needed?
I would start one stage earlier.
Was the company actually dissolved? Did it beneficially own the freehold when that happened? Has it since been restored? Does the Crown still hold the interest as bona vacantia, has it sold it, or has the freehold been disclaimed and become subject to escheat?
Those are not technical variations on the same problem. They can lead to quite different answers.
Once you know who, or what, legally holds the relevant interest today, an apparently impenetrable freehold problem usually becomes much easier to unravel.
Last legally reviewed: 5 September 2026
This guide is based on general principles of English and Welsh law, is intended for informational purposes only, and does not constitute legal advice or establish a professional relationship.
