How to Recover Intellectual Property Rights from a Dissolved Company

Well before the business is dissolved, businesses should ensure that all assets are transferred from the UK business to another entity. Conducting an IP audit will help to identify IP assets that need to be assigned. Registers should be searched for any patents, trade marks, and registered designs that are owned by the business. You should also identify unregistered IP assets, including copyright, unregistered designs, trade secrets, and good will. Sorting this all out before the business is dissolved would avoid the challenges and costs that come with trying to recover these assets.

If a business is dissolved, any assets (including IP rights) that it still owns become bona vacantia, which is a legal term meaning “vacant goods”. If this happens to a UK business, these vacant assets become the property of the Crown. For companies registered in England & Wales, here are broadly two options to recover these assets:

• The first option is to restore the company. This will require a court order, which typically needs to be applied for within 6 years of the company’s dissolution date. Restoration has the effect that the company will be deemed never to have been struck off. The IP rights can then be transferred from the restored company to another entity before the company is wound up again.
• The second option is to purchase the assets from the Crown. There is no guarantee that the IP right will be sold to the original owner, as it could instead by sold to someone else. Applying to the Crown for the transfer of IP assets requires providing evidence that the dissolved company owned the IP right. An explanation needs to be given of the reasons for purchasing the IP, as well as details of any disputes relating to the IP. The sale of IP rights will not include any goodwill that might be associated with it. The purchase will require the payment of official fees, plus the market value of the IP asset.

Please contact our team if you need legal support including carrying out an IP audit, IP valuation or applying to the Crown for the transfer of IP assets.

Written by Mark Saunders for ip21

August 2026