Guide

Members' voluntary liquidation: a solvent company closing

Why a members' voluntary liquidation is not an insolvency, what the declaration of solvency promises, and what it means if you are owed money.

A solvent company closing down

A members' voluntary liquidation (MVL) is how the shareholders close a company that can pay all its debts. Common reasons are a retiring owner, the end of a project, or tidying up a group structure. It is not an insolvency.

The declaration of solvency

Before the shareholders vote, the majority of the directors must make a statutory declaration that the company will pay its debts in full, with interest, within a period of up to twelve months. Making that declaration without reasonable grounds is a criminal offence. If the liquidator later finds the company cannot pay in full, the liquidation is converted into a creditors' voluntary liquidation.

Why it looks like an insolvency in The Gazette

An MVL publishes notices with the same titles as an insolvent liquidation: "Resolutions for Winding-up", "Appointment of Liquidators" and "Notices to Creditors". The difference is in the notice type, which InsolvencyRadar reads, so these companies are shown in grey as a solvent liquidation rather than in red.

If the company owes you money

You should be paid in full. Send your claim to the liquidator before the deadline in the notice to creditors. If you are not paid, or the liquidator tells you the company cannot pay in full, that is the point to treat it as an insolvency.

General information about the law of England and Wales, not legal advice. Scotland and Northern Ireland have their own rules for some of these steps.

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