Members Voluntary Liquidation (MVL) â Company Case Study
Tax efficient company closure through a Members’ Voluntary Liquidation.
We have created a scenario, based on our experience with real clients in similar circumstances, to demonstrate how a Members’ Voluntary Liquidation can provide a tax-efficient and orderly closure for a solvent company. Insolvency client case studies can help directors understand the options available when a company has ceased trading but retains significant assets.
Background
The director of a management consultancy business approached Umbrella.UK Insolvency after deciding to cease trading. The company had traded for approximately three years and had done so profitably throughout.
At the time of the enquiry, the company was solvent and able to pay all of its debts in full. There were only two creditors: the company’s accountants and HMRC in respect of Corporation Tax and VAT. The business held approximately £350,000 in cash, leaving net distributable funds of around £300,000 after liabilities.
The director, who was also the sole shareholder, had secured an employed role elsewhere and wished to formally close the company while extracting the retained funds in the most tax-efficient manner.
Seeking Assistance
The director sought tax advice from his accountant, who outlined several options for closing the company. These included a limited company solution and applying to Companies House for the company to be struck off.
While a strike-off would have required all creditors to be paid in full and the remaining funds distributed as dividends, this option was not considered tax efficient for a higher-rate taxpayer. Dividend distributions would have been subject to income tax at 32.5 per cent, compared with a significantly lower rate if the funds were distributed through a Members’ Voluntary Liquidation.
Umbrella.UK Insolvency explained the MVL process in detail. After taking further tax advice, the director concluded that an MVL represented the most appropriate and tax-efficient solution for both him and the company.
The MVL Journey
Through a Members’ Voluntary Liquidation, the company could be formally wound up while ensuring that all creditors were paid in full through the liquidation process. The director’s tax advisers confirmed that funds distributed via an MVL would be treated as a capital distribution rather than income.
As a result, the shareholder qualified for Entrepreneurs’ Relief on the distribution, reducing the effective tax rate to 14 per cent on the £300,000 extracted from the company.
Umbrella.UK Insolvency was instructed to administer the MVL, including preparing the statutory declarations of solvency and completing the formal liquidation appointment.
Outcomes
Shortly after the liquidation commenced, funds were distributed to the shareholder in accordance with the MVL process. All creditors were paid in full and the company was formally and efficiently wound up.
This case study highlights how a Members’ Voluntary Liquidation can provide directors of solvent companies with a compliant, structured and highly tax-efficient method of closing a business when trading has ceased.
