IP-2023-000120 - [2025] EWHC 1793 (IPEC)

NC-S applied to voluntarily strike off the Restored Company on 16 January 2018. She had signed the Restored Company’s accounts on 16 December 2017 for the extended accounting year to 31 August 2017. The final accounts showed net assets of approx. £24,000 held by the Restored Company as at 31 August 2017.

The Restored Company was dissolved on 10 April 2018. It ceased to exist. Its assets at that time, including the Trade Mark, automatically passed bona vacantia to the Crown (s.1012(1) CA 2006) and vested in the Crown. The assets remained vested in the Crown until the restoration order was registered at Companies House on 12 October 2023. The Trade Mark had not been assigned to NHBCL/CA/NC-S or anyone else prior to dissolution. It remained an asset of the Restored Company.

Assets that pass bona vacantia to the Crown once brought to the Crown’s attention will generally either be disclaimed or sold, and this can include intellectual property rights. Indeed, so common is the problem that the BVD provides a guidance note on the GOV.UK website about how to buy intellectual property that has passed bona vacantia to the Crown.

It does not matter that the Crown did not know that the assets had vested in it. It does not matter that between April 2018 and January 2023 no-one else knew that the Trade Mark or any other associated intellectual property rights that had been owned by the Restored Company had vested in the Crown. It does not matter for these purposes that CA/NHBCL continued to use the Trade Mark, Logo and/or Brand name. From 10 April 2018 the intellectual property rights of the Restored Company including the Trade Mark had vested in the Crown and the Restored Company had ceased to exist. Only the Crown was in a position to give permission for any continued use of the Logo or the Brand name or the Trade Mark that had belonged to the Restored Company. Any continued use was without the permission or consent of the proprietor.