Dissolving a company ends its legal existence — but unresolved assets become property of the Crown under bona vacantia. Directors must act carefully to settle assets and liabilities before dissolution, avoiding costly mistakes and lost opportunities.

Dissolving a company is a formal legal process that marks the end of its existence. While this process may seem straightforward, it is essential for directors and company officers to understand the legal and financial consequences that arise once a company is dissolved. In particular, in relation to outstanding assets, liabilities, and the principles of bona vacantia.

A company legally ceases to exist upon dissolution. From that point forward, it can neither undertake activities nor receive assets, including tax refunds. It is therefore the responsibility of the company's directors to ensure that all assets and liabilities are appropriately resolved prior to the dissolution taking effect.

Any assets or rights (excluding liabilities) that remain within the company at the date of dissolution automatically pass to the Crown as bona vacantia, a legal doctrine meaning “ownerless goods.” The management of bona vacantia assets is delegated to different bodies across the United Kingdom depending on the company's location, but all act on behalf of the Crown.

Importantly, only companies that have been formally dissolved fall under bona vacantia. Companies that are in the process of liquidation or being wound up are not yet subject to these rules, as they are still legally in existence. Until dissolution is complete, the company retains ownership of its assets and rights.

In certain circumstances, it may be possible to restore a dissolved company to the Companies Register if the dissolution occurred within the last six years. Restoration would reverse the effects of bona vacantia, reinstating the company’s rights to its previously held assets. However, this process can be complex, time-consuming, and should not be relied upon as a remedy for poor planning.

After a business closes, income can still arise. Post-cessation receipts must be properly reported and taxed under specific rules. Knowing what qualifies — and what does not — ensures businesses and individuals stay compliant with UK tax law.

Under the legislation, the individual or entity who receives, or is entitled to receive, the post-cessation income is liable to Income Tax or Corporation Tax on that income. This recipient does not need to be the same person who originally carried on the trade. The key factor is whether the income in question meets the definition of a post-cessation receipt.

To fall within the scope of these rules, the income must:

• be received after a person permanently ceases to carry on a trade;
• arise from the carrying on of the trade before the cessation; and
• not be otherwise subject to tax.

Additionally, the legislation outlines specific types of income that are treated as post-cessation receipts beyond those that naturally arise from the winding down of a trade. However, certain types of payments, such as consideration received for the transfer of trading stock, are specifically excluded from this classification and are dealt with under different tax rules.

When claiming tax relief or capital allowances on R&D, it’s crucial to ensure activities meet strict statutory definitions. Understanding Section 437 ITA and DTI guidelines is key to securing legitimate tax benefits and avoiding costly mistakes.

An activity is generally considered as R&D if it meets two key criteria:

1. It is recognised as R&D under standard accounting practice; and
2. It satisfies the specific conditions set out in the Department of Trade and Industry (DTI) guidelines.

In addition, the definition of R&D for Capital Allowances purposes includes oil and gas exploration and appraisal activities. These are defined as operations conducted with the objective of:

• Searching for petroleum within a defined area; or
• ascertaining the characteristics, extent, or reserves of a petroleum-bearing area in order to assess the commercial viability of extraction.

The legislation also allows for the definition of R&D to be further clarified or restricted by secondary regulations made under ITA/S1006. These regulations may either designate certain activities as qualifying R&D or exclude specific activities from being treated as such.

For the purposes of Research and Development Allowances (RDA), any activity defined as R&D under ITA/S1006 regulations must be treated accordingly. Conversely, if an activity is specifically excluded by regulation, it must not be considered R&D for RDA claims.

For many small business owners, getting access to funding feels like trying to squeeze water from a stone. Traditional banks have always been a bit cautious when it comes to lending to smaller enterprises, but over the past few years, it’s become even tougher. With the economic uncertainty lingering after Brexit, COVID-19, and a volatile global market, lenders are now scrutinising applications more closely than ever.

Many businesses face a chicken-and-egg situation. They need funding to grow, but without strong turnover or solid security (like property), banks are reluctant to say yes. Even successful businesses often find they don't meet the banks' ‘tick box’ criteria, especially if they are newer or operate in sectors seen as high risk.

Alternative finance options have grown significantly. Crowdfunding platforms, peer-to-peer lending, and invoice financing are now on the table for small businesses. There are even government-backed schemes, like the British Business Bank's programmes, which can help. But many business owners are unsure about how these work or are wary of taking on unfamiliar debt.

Another challenge is the cost. Interest rates have risen sharply, meaning borrowing is far more expensive than it was just a couple of years ago. What might have been a manageable loan repayment in 2020 could now be uncomfortably high.

Grants do exist, but they are often highly competitive, sector-specific, or tied to innovation and sustainability projects. Day-to-day businesses just trying to expand their premises, hire staff, or invest in new equipment can feel left out.

Navigating the funding landscape requires time, research, and often professional advice. Some businesses are turning to financial brokers to find the best options, but this comes with its own costs and risks. Others are choosing to grow slowly, using retained profits rather than borrowing at all.

At the end of the day, access to funding remains a major barrier to scaling up for many UK small businesses. Without new sources of finance, many will simply tread water instead of reaching their potential.

Cybersecurity might sound like something only big corporations need to worry about, but in truth, small businesses are increasingly in the firing line. In fact, many cyber criminals deliberately target smaller firms, knowing they often lack the resources and expertise to protect themselves properly.

The most common threat is phishing. These are fake emails that look convincing, aiming to trick you or your employees into giving away passwords, payment details, or sensitive company data. Ransomware is another growing problem — hackers encrypt your files and demand payment to unlock them. For a small business, losing access to critical data can be absolutely devastating.

One major risk area is the use of outdated software. If your computers, point-of-sale systems, or even your website platform aren't regularly updated, they can become easy entry points for hackers. Even something as simple as using weak passwords or not backing up data can create big vulnerabilities.

There’s also the reputational damage to think about. If a customer’s personal information gets leaked because of a cyber-attack, trust is hard to rebuild. For businesses that rely heavily on loyal clients and word-of-mouth referrals, a breach could be disastrous.

Many small businesses wrongly assume they can’t afford cybersecurity. But basic protections don’t have to cost the earth. Regularly updating systems, training staff to recognise dodgy emails, using multi-factor authentication, and investing in reliable antivirus software are all relatively low-cost measures that can offer significant protection.

Cyber insurance is another option that more small businesses are exploring. Policies vary, but good cover can help with the financial hit if the worst happens and often includes access to expert help to get you back up and running.

The Government’s Cyber Essentials scheme is also worth looking at. It’s a certification that shows you take cybersecurity seriously, and it can even help you win contracts, particularly with larger companies or public sector work.

Ultimately, cybersecurity is no longer a ‘nice to have’ — it’s as essential as locking your front door at night. A little investment of time and money now can save an awful lot of heartache and cost down the line.