Where does what's left actually go?

England and Wales: This page sets out the position in full. Scotland: partly covered — where a company’s or a SCIO’s assets go is established, and it differs; the fate of a legacy to a Scottish charity that simply closed is not. Northern Ireland: partly covered — the same Companies Act rule and the register duty are established; where exactly a dissolved company’s property goes is a reading of the statute, not yet confirmed.

Do a struck-off charity’s assets pass to the Crown?

Not all of them. Trustees who have applied the dissolution clause before strike-off leave nothing for the Crown to take. Companies House guidance on striking off puts it bluntly: “Anything that’s left will go to the Crown.” That is a summary. For a charity, it is wrong in an important way. This page assumes the debts are settled and each restricted fund has been dealt with, as settle liabilities and deal with restricted funds sets out.

The rule is in Companies Act 2006 s.1012(1), which applies across the UK. Here it is verbatim, with its brackets:

When a company is dissolved, all property and rights whatsoever vested in or held on trust for the company immediately before its dissolution (including leasehold property, but not including property held by the company on trust for another person) are deemed to be bona vacantia and— (a) accordingly belong to the Crown, or to the Duchy of Lancaster or to the Duke of Cornwall for the time being (as the case may be)…

“Bona vacantia” means ownerless goods, and they go to the Crown. But read the words in brackets: “not including property held by the company on trust for another person”.

That carve-out is not a footnote for a charity. In ordinary charity law, a charitable company holds restricted funds, permanent endowment and special trusts on trust. It does not hold them as its own. The kinds of fund are explained in restricted, designated and endowment funds. So some of what a charity holds may fall outside s.1012 altogether.

You need advice on one point: whether your restricted funds fall inside the carve-out or outside it. The statute does not answer it for you, and nor does this page.

The Crown’s claim is not always final — but do not rely on that

The guidance leaves out a second subsection. Under it, a company restored to the register can get back property the Crown has not yet dealt with. Companies Act 2006 s.1012(2), UK-wide, says the vesting is, verbatim, “subject to the possible restoration of the company to the register” under s.1034. If a company is restored, property the Crown has not yet dealt with can come back to it.

None of this makes a messy strike-off safe. Strike-off is only safe once the charity is a genuine empty shell. Deal with every asset first, on advice. That includes every restricted fund. Do not leave anything for the carve-out or a restoration to sort out.

A CIO’s leftover property stays charitable

A CIO is never on the companies register, so s.1012 does not apply to it. The CIO’s own rules are in the CIO Insolvency and Dissolution Regulations 2012 (SI 2012/3013). They apply in England and Wales.

Regulation 23(1), verbatim: “On the dissolution of a CIO under Part 3, all relevant property vests in the official custodian.” That is the Official Custodian for Charities, not the Crown. The property stays charitable.

And the chosen successor is not lost. Regulation 23(3) takes three kinds of property out of “relevant property” altogether:

1. property the CIO holds on trust for any other person
2. property it holds on trust for any special purposes of the CIO
3. property the trustees had already dealt with, as the constitution directs, before dissolution — where the transfer only takes effect when the CIO is dissolved

The third is a dissolution clause carried out properly. Property dealt with this way is outside regulation 23 altogether.

Where regulation 23 does bite, the property is still held for the CIO’s own former purposes (reg. 23(4)). The Commission may by order specify the purposes or charities it is to be held for (reg. 25(1)). In doing so it “must have regard to” the constitution’s directions, among other things (reg. 25(2)(a)). And it may not make that order until 3 months after the CIO was dissolved (reg. 25(3)).

Unincorporated charities: the dissolution clause decides

An unincorporated charity has no companies register and no formal insolvency regime. The trustees settle the debts. They deal with any permanent endowment or designated land. Then they apply what is left as the dissolution clause directs. What a dissolution clause should say is covered in agreeing your powers, membership and dissolution clauses.

For every structure, the rule is the same. Distributing charity assets anywhere the governing document and charity law do not permit is a breach of trust.

Paying creditors comes first

Creditors are paid before anything goes to a successor charity. Being generous on the way out is a trap. The Charity Commission’s guidance CC12 applies in England and Wales. Its guidance for charitable companies and CIOs warns that trustees could break the legal rules on insolvency, for example the rules on wrongful trading. The risk arises if the charity keeps providing services while creditors go unpaid. Then CC12 adds, verbatim:

This includes making grants to beneficiaries or transferring assets to another charity.

So, for a company or CIO, a transfer to the successor charity while creditors are unpaid is one of the two things CC12 names. When do we have to stop, and who do we call? covers how that rule works, and the statutory test behind it. Here the point is only the order: creditors first, then the dissolution clause.

Liability after strike-off

Dissolution is not a full stop for the people involved. Companies Act 2006 s.1003(6)(a) applies across the UK. It says that after a voluntary strike-off, verbatim:

the liability (if any) of every director, managing officer and member of the company continues and may be enforced as if the company had not been dissolved

The Act names “managing officer” alongside the directors; whether that reaches a particular chief executive is a question for a solicitor. And s.1003(6)(b) keeps the court’s power to wind up a company that has been struck off. A charity that strikes off to escape a claim has not escaped it.

Legacies that arrive after the charity has gone

A legacy may still be in someone’s will when the charity closes. This part is about a charity that closed, not one that merged. A merger is covered in execute the merger and register it. The Charity Commission’s guidance for this is OG505. It applies in England and Wales. OG505 turns on one date: whether the charity still existed when the person died.

At the date of death	What OG505 calls it	What happens
The charity had already ceased to exist	Initial failure	The gift is saved only if a general charitable intention is shown. Or it is saved if it can be read as a gift for the purpose, not the institution. For an incorporated charity, OG505 says a legacy “cannot usually be saved on the basis of a general charitable intention”.
The charity still existed, but closed before payment	Subsequent failure	OG505 says that “in all cases of subsequent failure the legacy will be saved for charity” and redistributed to another charity or charities.

Two further points from OG505. Sometimes the executors can trace a successor through the dissolution clause, the accounts or a known merger. Then the legacy is paid across and no scheme is needed.

Also, the Commission can act by scheme only where the gift is held on trust. For an outright gift, the executors go to the Attorney General’s Office instead.

That guidance is frozen. OG505 says on its own face that the website hosting it cannot be updated. OG505 was last reviewed in 2012. It predates the Charities Act 2022 (England and Wales).

OG505 still applies to this question. The rule that redirects a legacy to a successor applies only where a charity merger is registered in the register of charity mergers (Charities Act 2011 s.311(1)). But it relies on case law that has not been checked against the law reports for this page. Treat its cases as ones the Commission relies on, not as confirmed law.

Scotland and Northern Ireland

Scotland. A Scottish charitable company that strikes off is caught by the same Companies Act 2006 s.1012. The same trust carve-out and the same restoration point apply.

The difference is who administers it. In Scotland, the Crown’s property is handled by the King’s and Lord Treasurer’s Remembrancer (KLTR), not the Treasury Solicitor’s Bona Vacantia Division.

A SCIO is different again. Its leftover property does not default to the Crown. Nor does it go to any default holder like the one England and Wales uses for CIOs.

Scotland’s SCIO dissolution regulations of 2011 (SSI 2011/237) say the members’ resolution must name the body that gets the surplus (reg. 3(2)(b)). The same body must be specified in the statement that goes with the application (reg. 3(4)(e)). So a SCIO cannot even apply to dissolve without the destination fixed in advance.

An unincorporated Scottish charity’s assets go where its dissolution clause says. But the charity needs OSCR’s prior consent first, under the Charities and Trustee Investment (Scotland) Act 2005 s.16(2)(c). The restricted-fund route in Scotland is different too. Settle liabilities and deal with restricted funds sets it out.

What has not been established: what happens in Scotland to a legacy left to a charity that closed. Scotland does not use the England and Wales cy-près scheme. So the England and Wales framework does not carry across directly. No Scots-law equivalent was found. Take advice from the executors’ solicitor.

Northern Ireland. Companies Act 2006 s.1012 applies to a Northern Ireland charitable company directly, unmodified, with the same trust carve-out. Restoration under s.1034 can undo it.

The section’s wording names the Duchy of Lancaster and the Duke of Cornwall. Neither has a Northern Ireland counterpart. So, on the plain words, a dissolved Northern Ireland company’s property falls to the Crown generally. That is the researcher’s reading of the statute, not a confirmed holding. A solicitor should check it.

Separately, CCNI must remove a charity from the register once it has ceased to exist or does not operate. That is a mandatory duty on CCNI under the Charities Act (Northern Ireland) 2008 s.16(5)(b), not a discretion.

Once the assets have gone where they should, the next step is to deal with staff, premises, data and records.

Common mistake: applying to strike off a charitable company while assets are still on the books

Strike-off is the cheap, familiar route. Companies House guidance says “Anything that’s left will go to the Crown.” The statute is narrower.

Companies Act 2006 s.1012(1), UK-wide, excludes “property held by the company on trust for another person”. And s.1012(2) makes the vesting subject to possible restoration. Whether restricted funds, permanent endowment and special trusts sit inside the carve-out needs advice. Strike off only once the charity is a genuine empty shell.

Common mistake: leaving a CIO’s property undealt with at dissolution

The paperwork is done and the residue looks small. Property not dealt with vests in the Official Custodian for Charities (SI 2012/3013 reg. 23(1), England and Wales). It stays charitable, and is held for the CIO’s former purposes (reg. 23(4)).

Property already dealt with under the constitution’s directions is outside regulation 23 altogether (reg. 23(3)(c)). And the Commission must have regard to those directions when it decides where the rest goes (reg. 25(2)(a)).

Common mistake: striking off to make problems disappear

Dissolution looks like a full stop. It is not. Companies Act 2006 s.1003(6)(a), UK-wide, keeps each director’s, managing officer’s and member’s liability alive “as if the company had not been dissolved”. And the court can still wind up a struck-off company.

Common mistake: distributing outside the dissolution clause, or while creditors are unpaid

The natural successor is obvious and the clause is old. Distributing charity assets in any way the governing document and charity law do not permit is a breach of trust.

CC12 names one more risk for a company or CIO: transferring assets to another charity while creditors are unpaid. CC12 says this could break the legal rules on insolvency, such as the rules on wrongful trading. For an unincorporated charity, what remains goes where the dissolution clause says.

Worked example

Saltmarsh Trust, a charitable company with a trading subsidiary, is closing and will strike off.

The trustees read the dissolution clause first. They pay every creditor. Next, the trustees transfer the subsidiary’s shares and every other asset to the destination the clause names. They minute each transfer. Every restricted fund has already been dealt with on advice at Step 15, with the funders’ agreement or a scheme.

Only then do they apply to strike off. At that point Saltmarsh is an empty shell.

Suppose anything had been left behind. What Saltmarsh held beneficially would pass to the Crown under Companies Act 2006 s.1012(1), which applies across the UK. Property held on trust for another person would be carved out, and the vesting would be subject to possible restoration. That uncertainty is why nothing is left to it.

Later, a supporter’s will leaves Saltmarsh a legacy. The executors check the date of death. Suppose Saltmarsh had already been dissolved by then. That is an initial failure.

For an incorporated charity, OG505 says the legacy “cannot usually be saved on the basis of a general charitable intention”. If Saltmarsh still existed at the date of death, it is a subsequent failure. OG505 says “the legacy will be saved for charity”.

The executors can also trace the successor through the dissolution clause and pay it across. That guidance is frozen, and its case citations are not verified here.

The outcome: assets where the dissolution clause requires, each transfer minuted, and the company an empty shell before the application.