Solvent liquidation

If you’re looking to ‘wind up’ your solvent company through a Members’ Voluntary Liquidation (MVL), this page will give you the essential information you need to understand what is solvent liquidation, the benefits of liquidating a solvent company and the solvent liquidation process.

What is solvent liquidation?

A Members’ Voluntary Liquidation (MVL) is a quick and straightforward way of ‘winding up’ your solvent business – which means you can – and will need to – pay all taxes due, all creditors and all contractual obligations. An MVL will allow you to extract cash and distribute it in a tax-efficient way.

If you fall into one of these three categories, the most financially rewarding route to closing your business is through a solvent liquidation.

• You’re a contractor who wants to release the assets in your company, especially due to IR35 legislation.
• You own a company but don’t want to run it any more, or you want to retire.
• You have one or more dormant company that’s outlived its usefulness.

Getting the right advice about your MVL could save you money. 

The benefits of liquidating a solvent company 

Contractors

If you’re a contractor, the most pressing reason for you to seek a Members’ Voluntary Liquidation is IR35. 

IR35 refers to the rules around off-payroll working and deciding whether a contractor is employed or independent, which has huge tax implications for a business. You can learn more about it here.

In anticipation of employers classifying contractors as employed staff to simplify their own tax affairs, contractors with a personal services company (PSC) are looking to minimise their tax bills by ‘winding up’ that company. 

The advantages of doing this through an MVL are:

• It’s a tax efficient way of extracting cash from the business.
• You might qualify for Business Asset Disposal Relief, if you own at least 5% of the shares for at least one year before your MVL.

You can take HMRC’s Employment Status Test to find out whether you really are a contractor or would count as an employee under the new rules.

Business owners

Sometimes companies simply outlive their purpose. You might have created them for a specific project that’s now finished, or simply want to retire and close your business. A solvent liquidation has significant advantages for directors faced with this situation. 

They include:

• Saving on accounting and audit fees.
• Saving time spent preparing statutory compliance information.
• Reducing risk to directors.
• Improving transparency by simplifying your business’ structure.
• Returning surplus assets to shareholders tax efficiently.
• Settling inter-company debts.
• Transferring assets to new companies without a cash transaction.

Each and every company has its own unique set of circumstances.

The solvent liquidation process

You’ve made the decision to close your company. There are now just five steps you need to complete your MVL.

For advice and help with your Members’ Voluntary Liquidation, call 0800 054 6580 to speak to one of our licensed insolvency practitioners or email us at [email protected].

1. An MVL can’t proceed without a licensed insolvency practitioner (IP) acting as a liquidator, which is where we come in. We’ll take charge of ‘winding up’ the company, which includes calling all meetings, releasing company assets and paying any creditors.
2. Draft a Declaration of Solvency that includes:
   – the name and address of the company and the company’s directors
   – a statement of the company’s assets and liabilities
   – how long it will take the company to pay its debts (which must be less than 12 months after liquidation).
   The declaration must be signed in the presence of a solicitor or notary.
   
3. Call a general meeting with shareholders no more than five weeks after the Declaration of Solvency is signed, to pass a resolution for voluntary winding up.
   
4. Advertise the resolution in The Gazette within 14 days.
   
5. Send your signed declaration to Companies House within 15 days of passing the resolution. The business will eventually be removed from the Companies House register.