Dissolved company … still trading

Hi there,

I will be grateful if you can please advise me on the following points.

1. I am a freelancer and I had provided work for a company which I just came to know that is dissolved since 2011 but it is still trading.

2. The Company paid me the first instalment for the work and now I am waiting for the final instalment. I trade under my own company and all the money from this job and all the jobs I do go into my company’s bank account that my accountant checks in order to file my accounts.

I am wondering if I might have any tax or legal implications if I have been paid from a dissolved company which is still trading. I did not know the company was dissolved when I accepted the work, I have just realised that after I have been paid the first instalment.

Also, can you please tell me what the legal position is in relation to dissolved companies that are still trading?

Many thanks.

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Alasdair Taylor's Answer

In legal terms, when a company is dissolved, it ceases to exist. It cannot still be trading – although a person may trade (misleadingly) using its name. Any assets the company has at that point go bona vacantia to the Crown:


Assuming that you entered into the contract with your customer before the company was dissolved, then the company was never your customer.  It couldn’t have been, because it didn’t exist.

So, your real customer is some other person or entity (perhaps the former owner or owners of the company).

Without having done any research on the point, it seems to me likely that either: (a) the contract with your customer is with some other entity or person; or (b) you have no contract with your customer (it is void for lack of an identifiable counter-party).  Most likely (a) applies, but it would take a full investigation of the facts and some research to establish a definitive answer.

In any event, one slightly outlandish possibility is that you are being paid with monies belonging to the Crown (e.g. if it is coming out of a company account that was held by the company at the time of dissolution)!

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