Who owns a dissolved company's domain name?

[cambusman]

(nice simple starter post)
I recently spoke to someone at Nominet regarding the ownership of a domain name and I would be interested in reading eveyones thoughts on the matter.

The domain name in question is registered by a limited company which has now been dissolved. In passing, the man from Nominet said that if the "owners" were still using the domain name then all they would have to do to re-register it was prove that they owned the previous company. I questioned this as my understanding of company law is that if a limited company is dissolved all its unclaimed assets are retained by the crown, Bona Vacantia:

"Bona Vacantia" literally means vacant goods and is the legal name for ownerless property that passes to the Crown. We administer the estates of persons who die intestate without known kin and collect the assets of dissolved companies and failed trusts.

The man from Nominet just re-iterated his point adding, this is an accepted practice. I'm not sure that this is an acceptable practice, since the owners of the company no longer own the company because it doesn't exist! If we take it a stage further then would I, if I owned shares in a PLC which went under, would be able to demand the domain name on production of my share certificate?

(Point of info Bona Vacantia used to deal with domains of dissolved companies)

 

[retired_member12]

Nominet don't consider them as assets, just an entry in their database.

 

[tifosi]

Who owns a dissolved company's domain name?

Domain names are not owned. They are a rolling contractual agreement based on the registry t&c.

BonaVacantia got their come-uppance a few years ago when domains they appeared to control and were auctioning were released by Nominet. One that comes to mind was rock.co.uk which made the new registrant £xx,xxx from memory.

S

 

[cambusman]

Domain names are not owned. They are a rolling contractual agreement based on the registry t&c.

Fair point, got my terminology wrong. I suppose the title should be "Who is the contract with?" The registrant must be a person, either body corporate or an individual. So if the domain name is registered by a body corporate which subsequently is dissolved then the contract no longer exists. For an ex director to then go to Nominet and say "I used to own the company please can I get the name?" and be given it I think is wrong. Contractually the ex-director has the same standing as anyone else.

 

[retired_member13]

If you're that bothered about it why don't you challenge Nominet in court over the name?

 

[retired_member12]

I recently spoke to someone at Nominet regarding the ownership of a domain name and I would be interested in reading eveyones thoughts on the matter.

The domain name in question is registered by a limited company which has now been dissolved. In passing, the man from Nominet said that if the "owners" were still using the domain name then all they would have to do to re-register it was prove that they owned the previous company.

Any chance you recorded that? PM me if you did.

 

[m4c]

'...registrant no longer exists.'

I was a director of a company now dissolved, but had a personal email listed as the whois contact - have just received this letter from Nominet in case you are interested in the process from the 'other side'.

The expiry date is not until mid 2011 - so they must be running a check for dissolved co's against registrant names.

>>>>

Hi,

I refer to previous correspondence regarding the [yourname].co.uk domain name. The domain name is registered for [Your Company] Ltd, which is listed at Companies House as a dissolved company.

If you believe that the domain name should have always been registered to you and you can provide evidence to show this I may be able to issue an indemnity (correction) form to correct the registrant details. Please note that there is an administration fee of £30.00 + VAT.

If you want to start this process please provide us with the following information:

* evidence that the listed registrant is now dissolved

* evidence of your established use of the domain name, this may include:
- order forms and invoices relating to the domain name.
- evidence of historical use of the domain name e.g. historical web pages showing clear use.
- the ability to receive and respond to emails sent to an email address at the domain name.

* evidence that the registration should have been transferred from the dissolved company before the company ceased to exist.

* confirmation that there are no dispute or third party claims that you are aware of.

Please mark all correspondence for the attention of Paul ******** and send it by fax to 01865 332288 or by post to the address listed below.

If I do not hear from you by 15 March 2010, the domain name will be put forward for suspension pending cancellation at a later date. Once suspended any services associated with the domain name will stop.

Regards,

>>>>>>>>>>>>>>>

I replied to ask whether I could simply arrange a transfer of the name thru the nominet website, as I still control the registrar account - the answer back was:

>>>>>>>>>>>>
Hi,

Thank you for your email.

Unfortunately you are unable to complete a transfer now as you do not have the authority to make these changes. This is because the registrant no longer exists.

The only way we are able to change the registrant information is if you can provide us with evidence that the domain name is still being used. If it remains dormant, we will need to proceed with the cancellation process. Once cancelled, you will be able to re-register it.

Evidence that the domain name should have been transferred would be something like a sale of assets to the new registrant.

etc etc etc
>>>>>>>>>>>>>>>>

Hope that helps a bit...

 

[HariSeldon]

have just received this letter from Nominet in case you are interested in the process from the 'other side'.

Good post, thanks for publishing the letter which clears everything up.

To me this backs up what the OP's contact at Nominet said apart from he didin't mention this all important part:

evidence that the registration should have been transferred from the dissolved company before the company ceased to exist.

All seems very fair and reasonable to me.

 

[retired_member12]

...

* confirmation that there are no dispute or third party claims that you are aware of.

...

Why would anyone think this is an issue to Nominet?

 

[cambusman]

Thanks for the posting m4c, but I am not sure this clears things up.

The reasons that companies own domain names and not an individual of the company are many

• company believes there is an asset value in the domain name
• they own the brand name
• they don't want an individual to move to competitor holding the domain name
• legal responsibility

So it strikes me as a little puzzling that Nominet's first letter to an ex- director of a company, which no longer exists, contains

If you believe that the domain name should have always been registered to you and you can provide evidence to show this I may be able to issue an indemnity (correction) form to correct the registrant details.

DoubleTap said earlier that Nominet don't consider the domain name to be an asset which is completely wrong, re poker.org $1 million pretty good money for a non-asset! It is not Nominet's remit to consider whether a domain name has an asset value, this is the responsibility of the insolvency practitioner.

My point in starting this thread that if a company is dissolved it no longer exists so nobody can re-register the domain name as there own. As a consequence of this the domain should then be left to drop.

 

[retired_member12]

...DoubleTap said earlier that Nominet don't consider the domain name to be an asset which is completely wrong, re poker.org $1 million pretty good money for a non-asset! It is not Nominet's remit to consider whether a domain name has an asset value, this is the responsibility of the insolvency practitioner.

Putting aside for a moment that you are referring to a .org, I can assure you that as far as .uk is concerned, I am 100% correct regarding Nominet's stance on this point. Section 10 of their T&Cs explains their belief.

 

[cambusman]

Putting aside for a moment that you are referring to a .org, I can assure you that as far as .uk is concerned, I am 100% correct regarding Nominet's stance on this point. Section 10 of their T&Cs explains their belief.

DoubleTap I am not doubting Nominet's T&C's. My point about poker.org is the registration of the domain name has a value, but i do take your point that Nominet do not consider the domain name as an item of property or have an owner.

The ownership/registration thing aside, I still don't understand how a director, who in law no longer exists, can re-register a domain name which was registered to a company which no longer exists.

 

[bb99]

My point in starting this thread that if a company is dissolved it no longer exists so nobody can re-register the domain name as there own. As a consequence of this the domain should then be left to drop.

You are right... but you're also wrong

You're right if you assume that we live in a perfect world and the Nominet WHOIS database always reflects the business reality of what has gone on. It usually does.

However you are wrong in cases where the WHOIS data is inaccurate or out of date. The domain name could have been transferred/sold prior to the company's dissolution but without the WHOIS database being updated.

[I suppose you could argue that the domain was not transferred/sold if the WHOIS database was not updated and the transfer was not notified to Nominet - in which case you're right again!]

But sometimes these things just get forgotten, or people don't realise that there is a WHOIS database that needs updating, or that Nominet need to know about the new owner. So the new owner carries on for years completely unaware of their "incorrect" registration.

So my point is that it's not as black and white as what the WHOIS database shows - much like the DVLA database I suppose :?

 

[HariSeldon]

The reasons that companies own domain names and not an individual of the company are many

• company believes there is an asset value in the domain name
• they own the brand name
• they don't want an individual to move to competitor holding the domain name
• legal responsibility

All valid reasons but in any one specific case you'd just be assuming these were the reasons.

My point in starting this thread that if a company is dissolved it no longer exists so nobody can re-register the domain name as there own. As a consequence of this the domain should then be left to drop.

You're missing the crucial point in the letter that I highlighted earlier.

evidence that the registration should have been transferred from the dissolved company before the company ceased to exist.

If as far as the company's books/documents were concerned the domain was sold/transferred to an individual then that individual has a right to the domain regardless of whether the Nominet Transfer was actioned.

It's standard business practice that there are circumstances where actions can be taken even though technically a legal entity no longer exists. One example would be claiming VAT back from HMRC if you receive a supplier's invoice after you've dissolved your company and de-registered for VAT.

 

[Edwin]

One example might be if the person enquiring is the founder of the company and was still the majority shareholder at the time it was dissolved. I don't know if that would be a strong enough case to get the domain name, but it might be?

 

[bb99]

One example might be if the person enquiring is the founder of the company and was still the majority shareholder at the time it was dissolved. I don't know if that would be a strong enough case to get the domain name, but it might be?

Indeed. And, if that was the case, I'm sure that he/she would be able to produce some... ahem ... paperwork relating to a sale/transfer (dated before the dissolution) to prove their case

 

[retired_member12]

One example might be if the person enquiring is the founder of the company and was still the majority shareholder at the time it was dissolved. I don't know if that would be a strong enough case to get the domain name, but it might be?

What's the point of recognising a company as the seperate legal entity it is, if you are going to allow a Director or shareholder (or both) lay claim to its assets or anything registered in its name. This thread has become very interesting, Nominet seem to pick & choose when they consider that line as broad on one occasion, but jumpable on another.

 

[bb99]

What's the point of recognising a company as the seperate legal entity it is, if you are going to allow a Director or shareholder (or both) lay claim to its assets or anything registered in its name.

Only if they have paperwork to prove their claim - not just because they were a director or shareholder.

But my point in my last post is that *because* they were a director/shareholder, knocking up a bit of retrospective paperwork is perhaps not a big problem.

I guess this is why Nominet also ask for a signed indemnity, so if a claim later comes in then they aren't left to foot a big bill.

 

[Edwin]

What's the point of recognising a company as the seperate legal entity it is, if you are going to allow a Director or shareholder (or both) lay claim to its assets or anything registered in its name. This thread has become very interesting, Nominet seem to pick & choose when they consider that line as broad on one occasion, but jumpable on another.

You may want to do business as a limited liability company even if you're a small 1-2 person outfit, precisely to limit your liability. In practice, that would give you near-total control over everything the business does. Or even if it's a much larger outfit, if by virtue of being the founder you also have overall control it's likely to be relatively easy to set up "favourable" deals on terms that - if vigorously scrutinised by an independent 3rd party - might seem too generous.

I won't name names (as I can't prove anything), but in the .com space I noticed one company hand over a portfolio of names that I would realistically appraise as a $50 million to $100 million portfolio (yes, really!) to their former CEO for a total consideration of about $1 million a few years ago.