You dissolved your company, filed the final accounts, and moved on. Then a letter from HMRC arrives. It says the company is owed a corporation tax refund of £14,720. The company no longer exists. Can you still get that money?

The short answer is yes, in most cases. But the process is not straightforward. You cannot simply ask HMRC to write a cheque to you personally. A company is a separate legal entity. When it is dissolved, its assets (including tax refunds) pass to the Crown. This is called Bona Vacantia.

This article explains exactly how to claim a corporation tax refund closed company situations, what the risks are, and how long the process takes. As ICAEW qualified accountants, we have handled these cases for clients who thought the money was lost. It is rarely lost. It just takes the right procedure.

Why a Corporation Tax Refund Arises After Dissolution

Most post-dissolution refunds happen because the final corporation tax return (CT600) was filed with an estimated profit figure. The actual profit turned out lower. Or the company overpaid tax during the year through quarterly instalments and the final return showed a lower liability.

Common scenarios include:

  • Overestimated profits in the final trading period
  • R&D tax credits that were not claimed before dissolution
  • Capital allowances that reduce the tax bill below what was paid
  • Losses carried back from the final period to earlier years

HMRC does not automatically issue refunds after a company is dissolved. Their systems flag the company as struck off. The refund sits on their books. You need to take action to release it.

When a company is dissolved (struck off the register at Companies House), all its assets and property automatically pass to the Crown. This is the legal principle of Bona Vacantia (Latin for "ownerless goods"). The Treasury Solicitor (for England and Wales) or the Queen's and Lord Treasurer's Remembrancer (for Scotland) becomes the legal owner of those assets.

This includes bank balances, physical assets, and crucially, any tax refunds owed to the company. HMRC will not pay a refund directly to a former director or shareholder. They will only pay it to the company's legal owner. And the legal owner is now the Crown.

That does not mean the money is lost forever. It means you must follow a specific process to get it back.

Option 1: Restore the Company to the Register

The most common route to reclaim a corporation tax refund closed company situation is to restore the company to the Companies House register. Once restored, the company is treated as if it had never been dissolved. HMRC will then process the refund to the company's bank account.

How to Restore a Company

There are two types of restoration:

Administrative restoration (simpler, cheaper). This applies if the company was struck off for failing to file accounts or confirmation statements, and you want to restore it within 6 years of dissolution. You need to file all missing documents, pay any late filing penalties, and submit form RT01 to Companies House. The cost is £100 to Companies House plus any outstanding penalties.

Court restoration (more complex, more expensive). This applies if the company was dissolved voluntarily (you applied to strike it off) or if more than 6 years have passed since dissolution. You need to apply to the High Court. Legal costs typically run from £2,000 to £5,000 plus VAT. You will also need to serve notice on the Treasury Solicitor.

Once restored, you must file outstanding corporation tax returns and any other missing documents. HMRC will then process the refund.

Timeline for Restoration

Administrative restoration takes 2 to 4 months if all documents are in order. Court restoration can take 6 to 12 months. You will need an accountant and often a solicitor for the court route.

Is it worth it? That depends on the refund amount. For a £14,720 refund, yes, the cost is justified. For a £300 refund, probably not.

Option 2: Claim Directly from the Treasury Solicitor (Bona Vacantia)

If the company was dissolved voluntarily (you applied to strike it off) and the refund is relatively small, you may be able to claim directly from the Treasury Solicitor without restoring the company. This is called a Bona Vacantia claim.

The Treasury Solicitor will consider a claim from former directors or shareholders if the company had no creditors and the assets are being distributed to those entitled. You need to complete a claim form (BV1 for England and Wales) and provide evidence of your entitlement, such as the company's final accounts, the dissolution certificate, and proof the refund is owed.

The Treasury Solicitor takes a deduction of 4.5% of the asset value as a handling fee. For a £14,720 refund, that is £662.40. They will also require indemnity insurance in some cases, which adds further cost.

This route is only available if the company was solvent at dissolution and had no outstanding liabilities. If there were creditors, the Treasury Solicitor will require those to be paid first. And they will not pay out until all creditor claims are settled.

When the Bona Vacantia Route Fails

HMRC will not release the refund to the Treasury Solicitor without proof the company is restored or that the claim is valid. In practice, HMRC often insists on restoration before releasing any funds. This is especially true for larger refunds or where the company had an open HMRC enquiry.

If the refund relates to R&D tax credits, HMRC will almost certainly require restoration. R&D claims are subject to compliance checks, and HMRC needs the company to exist to complete those checks.

Option 3: Do Nothing (And Lose the Refund)

If the refund is small and the restoration cost outweighs the benefit, you may decide to let it go. The money sits with the Crown. There is no time limit on claiming it, but the practical costs of restoration after many years can be prohibitive.

We have seen clients ignore refunds of under £1,000 because the administrative restoration cost and effort were not worth it. That is a commercial decision. For anything above £2,000, restoration is usually worthwhile.

What About R&D Tax Credits After Dissolution?

R&D tax credits are a common source of post-dissolution refunds. A company may have been loss-making in its final year and entitled to a payable R&D credit of up to 10% of the surrenderable loss (under the merged R&D scheme from April 2024) or 14.5% (under the old SME scheme before April 2024).

If the company was dissolved before submitting the R&D claim, the situation is more complex. HMRC will not process an R&D claim for a dissolved company. You must restore the company first. Then file the R&D claim. Then HMRC will review it, potentially open an enquiry, and eventually pay the credit.

We have handled cases where a dissolved company was owed £92,800 in R&D credits. The client restored the company, filed the claim, and received the full amount after a 12-month HMRC enquiry. The restoration cost was £4,200 including legal fees. The net gain was £88,600.

For R&D claims, restoration is almost always the right call. But you need an accountant experienced with R&D compliance to manage the HMRC enquiry.

Practical Steps: What to Do Now

If you think your closed company is owed a corporation tax refund, here is the action plan:

  1. Confirm the refund exists. Check your HMRC online account (if still accessible) or contact HMRC's Corporation Tax helpline. You will need the company's Unique Taxpayer Reference (UTR) and the accounting period the refund relates to.
  2. Check the dissolution date. If the company was dissolved less than 6 years ago, administrative restoration is possible. If more than 6 years, you need court restoration.
  3. Check for creditors. If the company had outstanding debts (including to HMRC), those must be paid before any distribution to shareholders. Restoration will bring the company back to life, and its debts revive too.
  4. Decide on the route. For refunds under £2,000, consider the Bona Vacantia route or letting it go. For refunds over £2,000, restoration is the standard approach.
  5. Instruct an accountant and possibly a solicitor. Restoration requires filing documents with Companies House and possibly the court. An accountant can handle the HMRC side. A solicitor handles the court application if needed.

Common Mistakes to Avoid

Asking HMRC to pay you personally. HMRC will not do this. The refund belongs to the company, not you. Even if you were the sole director and shareholder, the company is a separate legal entity.

Assuming the refund is lost. It is not. It sits with the Crown. You can claim it, but you must follow the process.

Ignoring the 6-year restoration window. If the company was dissolved more than 6 years ago, administrative restoration is not available. Court restoration is more expensive and time-consuming. Do not delay.

Restoring the company without checking for HMRC liabilities. If the company owed HMRC money at dissolution, restoration revives that debt. The refund may be offset against the debt, leaving you with nothing. Always check the full HMRC position before restoring.

When to Speak to an Accountant

If your closed company is owed more than £2,000 in corporation tax, speak to an accountant before you do anything. The restoration process has traps. Filing the wrong form, missing the 6-year deadline, or failing to deal with creditors can cost you the refund or worse, create new liabilities.

We handle these cases regularly. Our services include post-dissolution tax recovery, company restoration, and R&D credit claims. If you are unsure whether restoration is worth it, we can run the numbers for you.

For smaller refunds, or if the company was dissolved recently, you may be able to handle it yourself. But get professional advice first. A short call with an accountant can save you months of wasted effort.

If your company is still trading but you are considering dissolution, plan ahead. File the final corporation tax return accurately. Claim all reliefs and credits before striking off. That avoids the post-dissolution refund problem entirely.

For more on corporation tax generally, see our corporation tax blog. For company structure and dissolution planning, see incorporation and structure.

And if you are dealing with a corporation tax refund closed company situation right now, contact us. We will tell you if it is worth pursuing and what it will cost.