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How to close a dormant company

When closing down a dormant company, you need to consider whether the company is solvent or insolvent. Knowing this answer will determine the action taken when closing down the company.

If you are a shareholder and there is no active director – you will need to appoint a new director.

If the company is solvent

A solvent company has two options to consider when closing:

Company dissolution

A company dissolution is when you voluntarily end your company’s legal existence by striking it off the register at Companies House. This is done by written application to Companies House and payment of the appropriate fee. Directors usually apply for dissolution when a company has reached the end of its life. You should be sure that you have not traded for at least three months and that you have no outstanding legal or insolvency procedures against you.

Members voluntary liquidation (MVL)

An MVL is a tax efficient way to close a solvent company, remove it from the register and release your share capital out of a company whilst benefiting from entrepreneur’s relief. You can use an MVL to withdraw your investment, but you should be aware that distributions over £25,000 that you take from the company fall under tax rules for capital distributions and as such will be subject to capital gains tax (CGT). Wilson Field does not offer individual tax advice and always advise speaking to an independent tax adviser before proceeding with an MVL.

Using an MVL means that you will usually be eligible for Entrepreneur’s Relief reducing the level of CGT you will pay to only 10%.

dormant company

If the company is insolvent

An insolvent company must use the following process to close down the company:

Creditors voluntary liquidation

In some cases, a company director may want to close the business, but simply doesn’t have enough cash to pay all the creditors in full. At this point a dissolution for the company wouldn’t be right and an insolvency practitioner would need to manage the process.

Once a liquidator is appointed they will need to hold a creditors meeting, which usually takes place three to four weeks after a company has ceased trading. Following a review of the company finances a Statement of Affairs will be presented at the meeting after which the liquidator will begin dissolving the company and distributing monies to creditors. This process is called a creditors voluntary liquidation and is similar to an MVL in its structure.

In summary

There are many considerations to take into account when closing down a dormant company. One of the most important considerations is to determine whether the company is solvent or insolvent. If the company is solvent, a dissolution or members voluntary liquidation would be the best way to close the company. If it is insolvent, a creditors voluntary liquidation would be the appropriate process.

An insolvency practitioner will be able to determine which is the most appropriate course of action for your company. Closing your company through an MVL or CVL would require the use of an insolvency practitioner.

How we can help

If you are looking to close down your dormant company, we can help guide you through the potential procedures. Whether solvent or insolvent, we will be able to advise you on best route. We are a licensed insolvency practice who can ensure you comply with the right regulations.

Authored by Lisa Hogg

Lisa Hogg

Director & Licensed Insolvency Practitioner

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