A Members Voluntary Liquidation (MVL) is a process that enables shareholders’ to appoint a Liquidator in order to formally close down a solvent company. Once the Liquidator has realised all company assets and ensured that there are no outstanding company liabilities, a capital distribution will be paid to shareholders either in species or from funds held in the company.
A solvent company must be differentiated between insolvent companies as there will be sufficient assets to not only repay all creditors in full but also make a distribution to the company’s shareholders.
Whilst a Members Voluntary Liquidation is initiated by the company’s Directors, it still requires 75% of shareholders who have been given notice of the meeting of members to pass the winding-up resolution.
If you need help arranging an MVL for your company, please make contact with us by telephone, email or live chat.
Why might a company be placed into Members Voluntary Liquidation?
Here are the reasons why a company might be placed into Members Voluntary Liquidation:
- The company is looking to cease to trade and for shareholders this may be an appropriate exit strategy since they may be able to obtain a tax-efficient release of their capital under entrepreneurial relief. The distribution as a capital, through an MVL may be more tax beneficial compared to a distribution under income tax.
- There might be several shareholders that are looking to split the company’s assets and a section 110 IA86 reorganisation through Members Voluntary Liquidation might provide the strategy to facilitate this process. The assets (e.g. properties) are distributed in specie for the benefit of shareholders.
- The company’s Directors or Shareholders may wish to retire, move overseas or alternatively they are an IR35 company which is no longer required as they are now reverting to full time employment.
- A Members Voluntary Liquidation might be used as a tool to re-organise a group of companies for example if a subsidiary company is no longer required or may have become dormant and this is a way to close this company down.
What is the Difference between an MVL and a CVL?
MVL’s are the appropriate means of liquidating a solvent company, whereas CVL (sometimes shortened to ‘voluntary liquidation’) is when directors choose to liquidate their insolvent company voluntarily, rather than waiting for compulsory liquidation.
What is the Members Voluntary Liquidation Process?
Depending on the Articles of Association a winding up resolution can either by passed at a meeting of the company’s shareholders or alternatively by written resolution.
Most companies incorporated after the Companies Act 2006 will allow for the conduct of meetings to be resolved by written resolution.
The first meeting held, is the Board of Directors’ meeting which will resolve to appoint AABRS to deal with the formalities of convening a shareholders meeting; appoint any agent where necessary; and to propose a nominated Insolvency Practitioner from AABRS to act as Liquidator.
The Declaration of Solvency is a statement of the company’s assets and liabilities and is signed either by the sole director; if two directors both are required to sign; or alternatively by the majority of directors’ if there are more than two.
The Declaration of Solvency must reflect a true position of the company’s financial position and must be signed in the five weeks prior to the winding up resolution being made.
Included in this declaration is the fact statement the directors’ have made a full enquiry into the affairs of the company and in doing so, have formed the opinion that the company will be able to pay its debts in full together with interest within a period of twelve months.
The Declaration is in a prescribed format and following the appointment of the Liquidator will be filed at Companies House.
It is therefore essential that cessation accounts are prepared in advance of the MVL and that current financial information is up to date in order to facilitate the ease of preparing the Declaration of Solvency.
If the Directors’ prefer to wind up the company by virtue of written resolutions, then the shareholders will be sent notice of the proposed resolutions. The notice will request that shareholders vote in favour or against the proposed resolutions.
The resolutions will include the formal winding resolution; the appointment of a liquidator; the agreement to distribute certain assets in specie and the agreement of the Liquidator’s costs and expenses.
Once 75% of shareholders have consented to the proposed resolutions, by returning the notices, the effective date of the liquidation will be immediate.
Alternatively, if a formal meeting of the shareholders a minimum period of 14 days is required to convene this meeting, unless there is a majority of 90% of shareholders agreeing to short notice.
At this physical shareholder’s meeting resolutions are passed and the company is placed into voluntary liquidation.
Once the company is in liquidation, the liquidator will need to deal with the formalities of appointment for example filing of various forms at Companies House, advertising to all creditors to submit claims; and declaring and paying dividends to all creditors in full.
Shareholders are likely to want to receive their distribution within a few days of the winding up resolutions being passed.
In certain circumstances, matters can arise whereby the Liquidator forms the opinion that the company is unable to repay its debts in full together with interest.
The company is technically insolvent and therefore the Members Voluntary Liquidator will convene a creditors’ meeting under s95 of the Insolvency Act 1986 to convert the MVL into a Creditors Voluntary Liquidation.
There are several tax benefits of the members voluntary liquidation, the first of which is that shareholder distributions are treated as capital distributions, thereby incurring a low rate of tax than conventional dividends.
What are the Tax Benefits of an MVL?
There are several tax benefits of the member’s voluntary liquidation, the first of which is those shareholder distributions are treated as capital distributions, thereby incurring a low rate of tax than conventional dividends.
In addition to this, MVL distributions may qualify for what is called Entrepreneurs Relief, a government scheme that allows a reduced Capital Gains Tax of 10% on all qualifying assets.
Since this is a complex area, we recommend you contact us to discuss what the possible tax implications might be of a member’s voluntary liquidation for your business.
What’s the Timeline for a Members Voluntary Liquidation?
One of the most common questions asked about MVL’s is how long they take. Here at AABRS, we pride ourselves on the speed of our MVL’s. One of the ways we achieve this is by asking shareholders to sign a deed of indemnity, to enable an early distribution of funds, usually within a week. In the event that a creditor has not been included and the liquidator then becomes aware, then the liquidator will then rely on this document to repay the money back into the estate.
The overall timeframe for MVL’s varies widely, so it’s best to make contact with us if you want to discuss an individual case.
What the Costs Associated With a Members Voluntary Liquidation?
The two basic costs of an MVL are as follows:
(1) The Insolvency Practitioner’s Fee – This will obviously depend on the complexity of the case but our prices start £4000 + VAT.
(2) Disbursements – These include 4 separate notices in the Gazette (costing £60 + VAT each), and a bond, usually costing a few hundred pounds.