Bona Vacantia

The expression "bona vacantia" means ownerless goods. In Scots law, ownerless goods fall to the Crown, whose representative in Scotland is the QLTR. The expression is applied within the QLTR Office to the assets of dissolved companies, the assets of missing persons and lost or abandoned property. The realised value of such assets is paid by the QLTR into the Scottish Consolidated Fund for use of the Scottish Government on behalf of the people of Scotland.

Assets of dissolved companies fall to the QLTR, in terms of the Companies Acts, when a company has been dissolved but at the date of dissolution continues to own assets. The QLTR usually discovers that she owns such assets when somebody approaches her wishing to buy an asset (usually land) or if she is informed of its existence by a bank, legal firm or insurance company. The QLTR has now 3 years from the date upon which she discovers that she owns such assets to disclaim them - in which case a notice of disclaimer is published in the appropriate Gazette.

The QLTR has no liability for any outstanding debts of the company at the date of dissolution, but if the asset is heritable property (land or a building), then the QLTR takes ownership subject to any "fixed charge" (usually a Standard Security) which may exist over it. Where there is a Standard Security over a dissolved company asset, the creditor can issue a Calling Up notice which allows the creditor to recover the amount of his loan from sale of the property, and any net surplus goes to the QLTR.

There has been a large increase in the volume of dissolved company work dealt with by the QLTR Office because of the use of information technology in the Companies Register (which means that more companies are being struck off and therefore dissolved), and as a result of the new system of land registration (which means that the Registers of Scotland staff can more accurately identify discrepancies in title deeds and plans which may then be referred to QLTR for resolution).

Assets of missing persons are usually land or a building, or cash in a bank or building society account. If the owner cannot readily be found that asset may fall to the Crown as bona vacantia. From time to time the QLTR advertises to remind banks, insurance companies, legal firms etc that if they are holding ownerless cash funds, these should be forwarded to the QLTR.

The QLTR's policies, amongst others, contain Sections about where the QLTR is approached about a disposal of heritable property, cash balances, and cases where it is being suggested that an error has arisen in respect of the title to a heritable property or where someone is seeking to register a title to heritable property to which the owner cannot be traced pursuant to the prescriptive claimant provisions in sections 43-45 of the Land Registration etc (Scotland) Act 2012.

The system of dealing with lost or abandoned property is regulated by the Civic Government (Scotland) Act 1982 sections 67-79 and operated by Chief Constables throughout Scotland. There is a statutory saving in the 1982 Act for the interest of the Crown - which means that if the QLTR did wish to claim any lost or abandoned property, she could legally do so. Usually, however, such lost property is left to be dealt with by Chief Constables in accordance with the terms of the 1982 Act.