Summary
- When a company dissolves in England and Wales without transferring its assets, its trade marks automatically vest in the Crown by operation of law through the bona vacantia principle, and are managed by the Treasury Solicitor’s Bona Vacantia Division until purchased or otherwise dealt with.
- To purchase a Crown trade mark, you must confirm the company’s dissolution via Companies House, verify the mark’s status on the UK Intellectual Property Office register, submit a formal application to the Treasury Solicitor demonstrating a legitimate commercial interest, and upon approval, complete the assignment and file Form TM16 with the IPO at a cost of £50 per mark; the minimum purchase price is £1,000.
- Alternative strategies include applying to revoke the mark for non-use after five years under section 46 of the Trade Marks Act 1994, restoring the dissolved company and acquiring the trade mark through a company purchase, or filing a fresh trade mark application.
- This article is a plain-English guide to acquiring trade marks from dissolved companies through the bona vacantia process for UK businesses, prepared by LegalVision, a commercial law firm.
- LegalVision specialises in advising clients on intellectual property and trade mark matters.
Tips for Businesses
Before pursuing a bona vacantia purchase, check whether the mark has been unused for five years – revocation may be a simpler and cheaper route. Confirm the mark’s validity on the IPO register before approaching the Treasury Solicitor. Once purchase is agreed, file Form TM16 promptly, as you cannot enforce your rights against third parties until the register reflects your ownership.
Trade marks from dissolved companies often pass to the Crown as ownerless property. This can create opportunities for businesses to acquire dormant intellectual property. This article will explain the bona vacantia process for anyone looking to purchase an ‘orphaned’ trade mark.
What is a Crown Trade Mark?
When a company dissolves in England and Wales without transferring its assets, its remaining property passes to the Crown. This process includes trade marks, and is called bona vacantia, meaning ‘ownerless goods’. This legal principle ensures that assets do not simply disappear when a company ceases to exist.
The Crown does not actively seek to acquire these trade marks; rather, they vest automatically by operation of law. The Treasury Solicitor’s Office manages bona vacantia assets for the Crown. These trade marks remain on the UK Intellectual Property Office register until someone transfers ownership. Until then, the dissolved company stays listed as the proprietor.
Not all dissolved company trade marks immediately become available for purchase. If the company dissolved whilst in liquidation, assets may have been distributed to creditors. If a company was struck off the register, former directors or shareholders may restore it. This can allow the company to reclaim its assets, including trade marks.
The Crown holds these trade marks as custodian, not as an active brand owner. This may make them available to parties with legitimate commercial interests.
How Does the Crown Come to Own Trade Marks?
The Crown’s ownership of trade marks through bona vacantia occurs in several scenarios. The most common situation arises when a company is struck off the Companies House register, either voluntarily by its directors or compulsorily by the Registrar of Companies for non-compliance with filing requirements.
When a strike-off occurs, the company ceases to exist as a legal entity. Any trade marks registered in the company’s name automatically vest in the Crown at the moment of dissolution. This happens regardless of whether the trade mark has commercial value or whether anyone is actively using it.
Another scenario involves companies that enter liquidation but are subsequently dissolved with undistributed assets. Liquidators usually identify and deal with valuable assets. However, they may overlook trade marks.
This can happen if:
- the company has not actively used them; or
- their value is not immediately clear.
The Crown may also acquire trade marks when a company dissolves after administration. This can happen if the insolvency process did not deal with the intellectual property assets. In all these cases, the Treasury Solicitor becomes responsible for managing the Crown’s interest in the trade mark.
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Crown Trade Mark Purchase Process
Purchasing a trade mark from the Crown through bona vacantia follows a specific procedure managed by the Treasury Solicitor’s Office. The first step involves confirming that the company owning the trade mark has been dissolved. You can verify this through Companies House records, which will show the company’s status and dissolution date.
Once you have confirmed dissolution, you should check the UK Intellectual Property Office register to ensure the trade mark remains valid and has not been assigned to another party. The register will still show the dissolved company as the proprietor.
You must then contact the Treasury Solicitor’s Bona Vacantia Division, submitting a formal application to purchase the trade mark. The Treasury Solicitor will assess your application based on several factors, including whether you have a legitimate commercial interest and your proposed use of the mark.
Costs of Crown Applications
The costs of purchasing bona vacantia trade marks comprise several elements. The purchase price itself is negotiable but typically reflects the trade mark’s perceived value, any residual goodwill, and market conditions. Currently, this is subject to a minimum price of £1,000 for a trade mark. There will also be legal costs for handling the transaction, which vary depending on complexity.
The official fee for recording the assignment with the UK Intellectual Property Office is £50 per trade mark.
Alternative Registration Strategies
Before pursuing a bona vacantia purchase, consider alternative approaches. If the dissolved company’s trade mark has been unused for five years or more, you might apply to revoke it for non-use under Section 46 of the Trade Marks Act 1994. Successful revocation removes the mark from the register, allowing you to file a fresh application.
Another option involves restoring the dissolved company to the register, purchasing the company itself, and then transferring the trade mark. This approach makes sense if the company holds multiple valuable assets or if you want to acquire the entire business legacy.
You might also consider whether filing a new, similar trade mark application would better serve your needs, particularly if the dissolved company’s mark is dated or does not perfectly align with your branding strategy.
LegalVision’s Trade Mark Essentials Guide provides valuable information for any business looking to register or enforce a trade mark.
Key Takeaways
When a company dissolves without transferring its assets, its trade marks automatically pass to the Crown as bona vacantia. The Treasury Solicitor’s Office manages these assets. You can buy these trade marks by submitting a formal application. You must show a legitimate commercial interest and offer fair value for the intellectual property.
The process involves contacting the Treasury Solicitor and negotiating a purchase price. You must also sign an assignment deed and record the transfer with the UK Intellectual Property Office.
You may also consider alternative strategies such as:
- revoking unused marks after five years of non-use;
- restoring the dissolved company and acquiring the trade mark through a company purchase; or
- filing a new trade mark application that avoids the bona vacantia process entirely.
LegalVision provides ongoing legal support for all businesses through our fixed-fee legal membership. Our experienced intellectual property lawyers help businesses manage contracts, employment law, disputes, intellectual property, and more, with unlimited access to specialist lawyers for a fixed monthly fee. To learn more about LegalVision’s legal membership, call 0808 196 8584 or visit our membership page.
Frequently Asked Questions
Can anyone purchase a trade mark from a dissolved company?
Whilst the Treasury Solicitor will consider applications from any party, you must demonstrate a legitimate commercial interest in the trade mark and credible plans for its use. Priority isn’t given on a first-come, first-served basis; if multiple parties express interest, the Treasury Solicitor will consider which applicant offers the best value and most suitable use.
What happens if I start using a dissolved company’s trade mark without purchasing it?
Using a trade mark that belongs to the Crown without permission constitutes trade mark infringement, even if the original company no longer exists. The Treasury Solicitor can take enforcement action to protect Crown assets, potentially leading to legal proceedings, injunctions, and claims for damages.
How do I confirm that a trade mark has passed to the Crown?
Check Companies House to confirm the company has been dissolved, then check the UK Intellectual Property Office register to verify the trade mark remains valid and has not been assigned to another party.
What are the costs involved in purchasing a Crown trade mark?
The minimum purchase price is £1,000, negotiated with the Treasury Solicitor based on the mark’s value and market conditions. You will also incur legal costs and an official fee of £50 to record the assignment with the UK Intellectual Property Office using Form TM16.
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