The Members’ Voluntary Liquidation Process

A Members’ Voluntary Liquidation follows a structured process to ensure the company’s affairs are properly reviewed, assets and liabilities are dealt with, and any remaining funds are distributed to shareholders. Frost Group will guide you through each stage, from the initial assessment through to the final dissolution of the company.

Phase 1 – Initial Assessment

• Is the company surplus to requirements?
• Is the company solvent?
• Is MVL the appropriate mechanism?

Phase 2 – Pre-Liquidation Review

• Wind down trading operations as necessary and review company’s affairs
• Consider retention of company name
• Restore solvency if applicable
• Identify actual and contingent liabilities
• Discuss need for an indemnity
• Review statutory affairs of company
• Possible tax consequences of Liquidation to be discussed with tax advisors
• Declare any pre-Liquidation dividends, subject to above tax advice
• Finalise and formalise any necessary pre-Liquidation transactions
• Prepare statutory Declaration of Solvency

Phase 3 – Initiation of Liquidation

• Convene directors’ meeting
• Review management accounts and confirm solvency of company
• Sign & certify statutory Declaration of Solvency (valid five weeks only)
• Convene Extraordinary General Meeting of shareholders (EGM), or propose written resolutions

Phase 4 – Commencement of Liquidation

• EGM or written resolution to wind up the company
• Pass winding up and ancillary resolutions
• Certificate of appointment of Liquidator

Phase 5 – Post Liquidation

• Statutory filing and advertising within prescribed time limits
• Notification of the Liquidator’s appointment to relevant authorities and interested parties
• Collection of books and records and company seal
• Closure of company bank account(s), open new Liquidation bank account(s) where applicable
• Complete asset realisation where necessary
• Agree and settle creditors’ claims (with statutory interest)
• Ensure Corporation Tax, PAYE & NIC and VAT compliance concluded
• Obtain tax clearance
• File Liquidator’s receipts and payments accounts
• Distribute surplus assets to shareholders

Phase 6 – Close of Liquidation

• Submit final report and Liquidator’s final receipts and payments account to shareholders
• Hold final meeting and obtain release of Liquidator

Phase 7 – Dissolution

• Company dissolved three months from the date of filing of Liquidator’s final return
• Disposal of books and records (12 months after dissolution)

What to Expect From Our MVL Service Options

Frost Group offers different levels of support depending on how much assistance you require with your Members’ Voluntary Liquidation. The steps involved will vary between our Bronze, Silver and Gold services, so we’ve outlined the process for each option below.

Bronze Service

1. Cease trading
2. Ask your accountant to prepare accounts for Corporation Tax and VAT up to the period your company ceased trading
3. Ask your accountant to submit final Corporation Tax, VAT and PAYE returns
4. De-register for VAT
5. De-register your PAYE scheme
6. Collect in debts owed to the company and pay all creditors of the company
7. Make Frost Group aware of any Director’s loans
8. Ask your accountant to provide Frost Group with your statutory books and records
9. Ask your accountant to certify proof of your identity
10. Phone / email Frost Group for advice or ask your accountant to do this, to ensure that an MVL best suits your personal circumstances or if you are unclear about any aspect of the service.

Remember that we do not offer tax advice on this product so please speak with your own tax advisor.

Silver Service and Gold Service

1. The Company must be solvent (able to pay all debts in full) and a meeting of directors is held where a statutory declaration of solvency is sworn
2. A meeting of shareholders is held to pass resolutions to put the company into liquidation
3. The liquidator will review the company’s books and records looking for any liabilities, will close any bank accounts and realise all assets
4. All creditors’ claims will be agreed and paid in full (with statutory interest). Any surplus assets will be distributed to shareholders
5. Corporation tax, PAYE & NIC and VAT compliance will be concluded – with all clearances received before closure of the liquidation
6. A final meeting is held to close the liquidation and dissolution of the company is approximately three months later.

Please call our offices on 0345 260 0101 to discuss your Members Voluntary Liquidation in more detail with an Insolvency Practitioner. All initial calls and advice are completely free of charge.