Members' voluntary liquidation

Practice notes

MVL versus striking off

Advantages of MVLA members’ voluntary liquidation (MVL) is a much-used, versatile process as the timing and strategy of the liquidation is initially...

Produced in partnership with Robert Smailes of Leonard Curtis Business Solutions Group & Simon Hunter of ThreeStone 9th Apr

Practice notes

What is a statutory declaration of solvency, and what happens if a false declaration of solvency is made

Statutory declaration of solvencyA company enters voluntary liquidation when the members of the company vote to do so by a special resolution. For...

Produced in partnership with Robert Smailes of Leonard Curtis Business Solutions Group & Simon Hunter of Three Stone 9th Apr

Practice notes

Liquidation—an introductory guide

Process and effect'Liquidation' or 'winding-up' is the process by which the affairs of a company and the company’s existence are brought to an end....

9th Apr

Practice notes

What is a members' voluntary liquidation (MVL) and where/when is it typically used?

Members’ voluntary liquidationsVoluntary liquidation or winding-up is a process in which the company, through the resolution of its members, decides...

Produced in partnership with Robert Smailes of Leonard Curtis Business Solutions Group & Simon Hunter of Three Stone 9th Apr

Practice notes

What happens if the MVL fails and what are the exit options—the position under The Insolvency (England and Wales) Rules 2016?

This Practice Note sets out the position from 6 April 2017.Coronavirus (COVID-19)This content is affected by the coronavirus (COVID-19) pandemic. For...

9th Apr

Practice notes

Notice of dissolution following completion of MVL—the position under The Insolvency (England and Wales) Rules 2016

A notice of dissolution takes place after the liquidator has provided the members of the company and the Registrar of Companies with a final account,...

Produced in partnership with Robert Smailes of Leonard Curtis Business Solutions Group and Simon Hunter of Three Stone 9th Apr

Practice notes

The Insolvency (England and Wales) Rules 2016—Part 5: Members’ voluntary winding-up [Archived]

This Practice Note has been archived and is not maintained.The Insolvency (England and Wales) Rules 2016, SI 2016/1024 (IR 2016) were laid before...

Produced in partnership with James Davies of New Square Chambers 9th Apr

Practice notes

What process needs to take place before placing the company into MVL?

This content is affected by the coronavirus (COVID-19) pandemic. For further details, see: Coronavirus (COVID-19) toolkit. For related news, guidance...

Produced in partnership with Robert Smailes of Leonard Curtis Business Solutions Group & Simon Hunter of Three Stone 9th Apr

Practice notes

Brexit—impact on winding-up

Status of the UKAs of exit day (31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK...

8th Apr

Brexit

Q&As

A company in voluntary liquidation owns assets charged to a lender and subject to a registered charge. Can the liquidators sell the charged assets without the lender’s consent?

The powers of the liquidator are set out in Schedule 4, Part III of the Insolvency Act 1986 (IA 1986). The liquidator’s general power to sell is found...

Produced in partnership with Oberon Kwok of Selborne Chambers 8th Apr

Q&As

If land, an asset of a company in member’s voluntary liquidation (MVL), which was due to be distributed in specie to the sole director or shareholder of the company in MVL, was in fact transferred directly to another company owned and controlled by that same director’s (rather than transferred into their sole name as shareholder of the company in MVL): Could this transfer be attacked at a later stage? And what steps should be taken now to rectify this transfer so that the transferee can take good title?

Under section 110 of the Insolvency Act 1986 (IA 1986), with the appropriate sanction, the liquidator in a members' voluntary liquidation may sell or...

Produced in partnership with Caroline Clark 7th Apr

Q&As

How can a limited company which is planning on going into liquidation as a result of coronavirus (COVID-19) pursue a civil claim where proceedings have not yet been issued? What implications will liquidation have on pursuing the claim and could the claim be pursued under an individual's name instead?

Once a company goes into liquidation (whether compulsorily following the making of a winding-up order, or voluntarily following the passing of a...

7th Apr

COVID-19

Q&As

Is a shareholder prevented from future involvement in a trade where entrepreneurs’ relief has been claimed on a distribution of assets as a part of a members' voluntary liquidation?

A targeted anti-avoidance rule (TAAR) was introduced in the Finance Act 2016 (FA 2016) which may impact on a shareholder’s ability to be involved in a...

7th Apr

Q&As

Paragraph 6 of the Temporary Insolvency Practice Direction Supporting the Insolvency Practice Direction covers the scenario where statutory declarations can take place via video conference. What if the parties involved are unable to access computers or smart phones. Can statutory declarations for a members' voluntary liquidation be made via telephone conference and/or proxy?

The coronavirus (COVID-19) pandemic has led to unprecedented social distancing measures and lockdowns being introduced. This in turn has had a...

1st Apr

Practice notes

MVL—the process and documents for the appointment of a liquidator

The primary issue to establish with the nominated liquidator prior to any appointment is the true position of the company as to its solvency. For more...

Produced in partnership with Robert Smailes of Leonard Curtis Business Solutions Group 1st Apr

Practice notes

Role, powers, functions and duties of a liquidator

Coronavirus (COVID-19)This content is affected by the coronavirus (COVID-19) pandemic. For further details, take a look at our Coronavirus (COVID-19)...

1st Apr

Q&As

Are bodies governed by the Co-operative and Community Benefit Societies Act 2014 able to use the members’ voluntary liquidation procedure set out in the Insolvency Act 1986 and the Insolvency (England and Wales) Rules 2016?

Members' voluntary liquidation (MVL) is a procedure for winding-up an entity on a solvent basis.If the directors of a company make a declaration of...

9th Mar

Q&As

A company has been voluntarily wound up by its shareholders and is then restored to the register because a claim is made against it. What is the liability of that company, its shareholders and its directors in the event of a successful claim being made? Does the answer change whether it was a creditors’ or members’ voluntary liquidation?

If a company has been dissolved, and therefore removed from the Register of Companies, for any action to be brought against the company, the company...

Produced in partnership with Ian Defty of CVR Global 4th Mar

Practice notes

How to commence a voluntary winding up—the position under The Insolvency (England and Wales) Rules 2016

This Practice Note sets out the position from 6 April 2017. Coronavirus (COVID-19)This content is affected by the coronavirus (COVID-19) pandemic. For...

Produced in partnership with Karl Anderson of 4 Stone Buildings 26th Feb

Precedents

Deed of indemnity in favour of a members’ voluntary liquidator

Dated the [insert day and month] 20[insert year]Parties1[name of indemnifier] ‘the Indemnifier'and2[name of company in liquidation] a company...

Produced in partnership with Robert Smailes of Leonard Curtis Business Solutions Group & Simon Hunter of Three Stone 17th Feb

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