Section 338 of the Companies Act 2004 provides that all properties (including realty and personalty) and rights whatsoever vested in a Company or held on trust for a Company immediately before its dissolution, shall be held on trust by the Crown for the members of that Company for a period not exceeding twenty (20) years.
The Companies Act 2004 section 338 (4)(a)(b) provides that, where the Crown holds the properties for a dissolved company on trust in the case of:
- Real property, it shall be held by the Commissioner of Lands;
- Personalty, it shall be held by the Accountant General.
After the expiration of the twenty (20) year period from the date of dissolution, the properties and rights of the dissolved company is deem bona vacantia (ownerless goods or vacant goods), and the properties and rights of the dissolved company becomes vested in the Crown and may be dealt with in the same manner as other bona vacantia asset accruing to the Crown.
Disclaimer under Section 339 of the Companies Act
The Crown’s title to property vested in it by operation of the law (bona vacantia) is defeasible, can be relinquished or waived. Section 339(1) of the Companies Act 2004 provides that the Crown’s title to property vested in it may be disclaimed by a notice of disclaimer signed by the Administrator-General. An executed notice of disclaimer has the effect of terminating all the Crown’s rights, interests and liabilities in respect of the vested property identified in the notice of disclaimer and, the property is deemed not to have been vested in the Crown
An application for a disclaimer may be made by any person with an interest in the property. The applicant is usually a director, a creditor or a member of the Company. The Administrator-General should only be approached if the trust period of twenty (20) years has expired and the property is vested in the Crown. The applicant should submit the following documents in support of their application:
- Application in writing establishing the interest claimed;
- Details of the company’s address, date of incorporation and date of removal from the companies registry;
- Fee in accordance with our Fees schedule;
- Copies of Titles, the subject of the disclaimer.
The Companies Act stipulates that a Notice of disclaimer shall be of no effect unless executed within twelve (12) months of the date on which the vesting of the property as aforesaid came to the notice of the Administrator-General. Where an application in writing is made to the Administrator-General requiring him to decide whether she will or will not disclaim, the Administrator-General within three (3) months of receiving the said application, shall elect whether she will or will not disclaim. It should be noted that the period of three (3) months can be extended by the Court.