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Members' Voluntary Liquidation

/ˈmembəz ˈvɒləntəri ˌlɪkwɪˈdeɪʃən/

Members' Voluntary Liquidation is a formal process where the directors of a solvent company (one that can pay all its debts) choose to wind up the business and distribute any remaining assets to shareholders.

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What is a Members' Voluntary Liquidation exactly?

A Members' Voluntary Liquidation is essentially a controlled shutdown of a healthy company.

Unlike other types of liquidation, this process is initiated by the company's members (shareholders) when the business is financially sound but they want to cease trading.

It's the "good" type of liquidation.

When would founders choose Members' Voluntary Liquidation?

Founders typically opt for Members' Voluntary Liquidation when they've successfully sold their business assets, completed a project-based company, or simply want to retire whilst the company still has value.

It's also common when partners want to go their separate ways but the company has cash or assets to distribute.

How does Members' Voluntary Liquidation work in practice?

The process begins with directors making a statutory declaration confirming the company can pay its debts within 12 months.

Shareholders then pass a special resolution to wind up the company, and an insolvency practitioner is appointed as liquidator to oversee the formal closure and asset distribution.

Where would I first see
Members' Voluntary Liquidation?

You'd most likely encounter this term when you and your co-founders decide to close down a profitable company that you no longer wish to run, perhaps after selling your main assets or deciding to pursue different ventures.

What are the main benefits of Members' Voluntary Liquidation?

Members' Voluntary Liquidation offers tax advantages, as distributions to shareholders may qualify for capital gains treatment rather than income tax.

It also provides a clean, formal closure that protects directors from future liabilities and ensures all legal obligations are properly fulfilled.

How long does Members' Voluntary Liquidation typically take?

A Members' Voluntary Liquidation usually takes between 6-12 months to complete, though simple cases might finish sooner.

The timeline depends on how quickly assets can be realised, creditors paid, and final tax matters resolved with the relevant authorities.

What costs are involved in Members' Voluntary Liquidation?

The main costs include the liquidator's fees, which vary based on the company's complexity and asset value, plus statutory fees paid to the relevant company registry.

Additional costs might include professional valuations of assets and final accounting work, though these are often offset by the tax benefits achieved.

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