PAYE47070 - Employer returns: employer return - overpayments: Bona Vacantia and dissolved limited companies

Bona Vacantia and dissolved companies
Confidentiality
Overpayment disposal
Company already dissolved or about to be dissolved

Bona Vacantia and dissolved companies

A limited company (or Limited Liability Partnership) is a legal entity. Its directors and shareholders are separate legal entities. Where a limited company ceases to trade and is dissolved on the companies register, the former directors and / or shareholders, or any other legal entity, are not entitled to any repayment due to the company. Unless a liquidator has been appointed, any justified overpayment due to the dissolved company must be allocated to the appropriate Bona Vacantia (BV) recipient as follows. More details are given in BVG1050 of the Bona Vacantia Guidance available in the Intranet Library.

Where a company has ceased to trade, but is not in liquidation or has not been dissolved on the companies register, any repayment should be paid direct to the company.

The directors are responsible for ensuring that the company affairs are concluded before the company is dissolved. However, no PAYE repayment can be made until after the year end when all the necessary returns have been processed.

The current status of a limited company can be found by using COTAX Function VTPR to check whether there is a date held against either

  • Intent to Strike off
Or
  • Struck off

If you have Internet access, the company status can be checked using the WebCHeck service on the Companies House website at www.companieshouse.gov.uk.

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Confidentiality

HMRC is sometimes asked to provide information about a dissolved company, normally by an interested party (for example, a former director or shareholder) who may assert that HMRC owed the company money. Once the company has been dissolved, the interested party can no longer act for the former company, as detailed in BVG1030, and information about the tax affairs of the former company must not be disclosed. Therefore no information should be provided during any discussion, regardless of that person’s former status.

If a former director of a company, which has already been dissolved, or their agent, asks for a repayment to be considered under Extra Statutory Concession C16 (ESC C16) inform them that this concession does not apply to any repayment.

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Overpayment disposal

If you are investigating an apparent overpayment for a dissolved company you should

  • Ensure the overpayment is genuine. Follow guidance in the ‘Overpayment notification (Action Guide)’ at PAYE47061 
Note: You will not need to contact the former company but it is necessary to ensure that only the payment that is genuinely due to the company is reallocated to BV. Any money due to cover any outstanding liabilities of the company, such as a missing return should be captured using a proforma return and the remainder reallocated to BV. Any overpayment which is not justified as being genuinely due to the dissolved company must not be allocated to BV. Capture a proforma return to cover the remaining overpayment.
  • After the overpayment is justified, check whether there are any outstanding debts for the company on other HMRC systems
  • If so prepare a form P565 Request Stencil (Word 43KB) to reallocate to the appropriate Head of Duty. Follow the Action Guide at PAYE47021 
  • If there are no outstanding debts or any balance is left after off setting against other debts, this should be reallocated to the appropriate BV recipient
  • Establish the location of the former company’s Registered Office and refer to BVG1040 to establish the BV Recipient for that location
  • The name of the BV recipient (banking will deal with address etc)
  • The amount of BV being sent
  • The name of the company
  • The company registration number CRN

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Company already dissolved or about to be dissolved

Note: The former guidance included in this subject about when you receive a request for repayment of an overpayment from a director of a company about to be dissolved has been withdrawn. We cannot accept any instructions before the company is dissolved for action afterwards. The directors will have to clear all the company affairs before they decide to dissolve the company.