Key takeaway
Where UK property is held through an offshore company, the dissolution of that company can create serious title problems. Around 100,000 properties in England and Wales are held through offshore companies. If those companies are quietly dissolved, often through administrative oversight, the property can become legally ownerless and vest in the Crown. For high-net-worth individuals and family offices, the consequences can be both costly and deeply disruptive.
The problem: when a dissolved company takes your property with it
It may sound like something from a Victorian legal textbook, but the doctrine of escheat is very much alive in 2026 and it is catching out some of the most sophisticated property owners in the country.
The principle is straightforward: if a company that holds a property is struck off its corporate register, that property does not simply revert to the beneficial owner. Under English law, it becomes ownerless. For properties held by offshore companies, this means the freehold passes to the Crown through escheat. For UK companies, the equivalent process is bona vacantia. Either way, the result is the same, you no longer own the asset.
According to research by Tax Policy Associates, approximately 100,000 properties in England and Wales are currently owned through offshore structures. A significant number of those owners may be unaware of the risk they are running.
How does this happen in practice?
Offshore holding companies are typically managed day-to-day by specialist corporate service providers or trust firms, particularly where the beneficial owner is based in a different jurisdiction. These arrangements work well, until they do not.
The reality is that these relationships can break down for surprisingly mundane reasons. A beneficial owner may fall behind on service fees. KYC (Know Your Customer) requests, the mandatory identity verification checks that regulated firms must carry out may go unanswered. In some cases, the service provider may simply withdraw for risk and compliance reasons, leaving nobody actively managing the company.
If the company is subsequently struck off, the property goes with it.
Tax changes have compounded the problem. The Annual Tax on Enveloped Dwellings (ATED), which charges owners of offshore-held residential property worth over £500,000, rising to £303,450 per year for assets valued above £20 million has prompted many owners to unwind their offshore structures altogether.
The Register of Overseas Entities has also increased compliance obligations for overseas entities holding UK land. Read our article on filing an overseas entity update statement for related guidance on ongoing compliance for overseas entities that own UK property.
When this process is handled carelessly, or when advisers in civil law jurisdictions assume that a company’s assets automatically pass to shareholders on dissolution (as may be the case in their home systems), the risk of an unintended outcome increases significantly.
The legal and financial consequences
Retrieving a property lost to escheat is not simply a matter of reinstating the company. Even if the offshore company is restored to its register, English law does not automatically restore ownership of the land. The Land Registry will not recognise the transfer until the underlying legal position is resolved.
The mechanism available to claimants is a vesting order, a court application designed to establish that a person is entitled to own the asset. To succeed, comprehensive supporting evidence is required: Land Registry documents, historical correspondence, corporate records. The process can cost well in excess of £10,000, with fees rising sharply where there is a multi-jurisdictional dimension.
The position is marginally better for UK-based companies. If a UK company is restored to the register within six years of dissolution, the law treats it as if dissolution never occurred, and the assets return automatically. Beyond that window, however, a vesting order is again required.
A cautionary tale and a famous example
The risks are not theoretical. In Lizzium Ltd v The Crown Estate, the freehold of a Suffolk property was transferred into a Gibraltarian company in 1997. When that company was later dissolved, the property — which had not been formally transferred to the intended successor entity, escheated to the Crown. When the issue came to light 18 years later, the court ruled in 2021 that the land remained with the Crown, as there had been no legally effective transfer.
More recently, and closer to home, Pink Floyd guitarist Dave Gilmour discovered in early 2026 that the £9 million Hove property in which he lived did not technically belong to him. His company, Hoveco Ltd, had been dissolved in 2014 without the property being formally transferred. The home was listed for sale, subsequently taken off the market, and the title remains with the Crown.
What should offshore property owners be doing now?
Prevention is far less painful and less expensive than the cure. For individuals and family offices holding UK real estate through offshore structures, there are some immediate practical steps worth taking.
• First, audit your holding structure. Know which entities hold which assets, where those entities are registered, and who is responsible for managing them. Do not assume that your corporate service provider has this entirely in hand.
• Second, maintain your compliance obligations. Respond promptly to KYC requests. Ensure fees to service providers are paid on time. Work with reputable firms in stable jurisdictions.
• Third, if you are in the process of unwinding an offshore structure, whether due to ATED exposure, the increased transparency requirements under the Register of Overseas Entities, or personal choice, ensure that every property is formally and legally transferred before the company is dissolved. Do not rely on an intention to transfer. English law requires a legal act.
Finally, if you are uncertain about the status of any asset in your portfolio, take advice now. Identifying a problem before it crystallises is considerably less expensive than resolving it after the fact.
We discuss the transparency regime for overseas property-owning entities in our article on transparency implications for non-UK entities owning UK real estate. We also discuss related property transaction risk in our article on legal checks required when buying UK commercial property, including overseas entity registration and Land Registry issues.
Barnes Law’s Real Estate team advises domestic and international clients on UK property ownership, title issues, offshore property structures, property transfers and restructuring freehold and leasehold interests. For more information, please contact our Real Estate team to discuss how we can support you.
Written by Barnes Law Managing Partner Yulia Barnes.
