Creditors Voluntary Liquidation (CVL)
A Creditors Voluntary Liquidation (CVL) is a formal insolvency procedure used to close an insolvent company. If company debts have become unmanageable and pressure from creditors is unbearable, and you know the business cannot continue, you might decide you want to put an end to things and close the company.
What is it and how can it help my company?
Creditors voluntary liquidation is the most common form of liquidation in the UK. A company that decides to implement a CVL generally has little or no cash flow making it difficult to pay debts as and when they fall due and ultimately can make it impossible to continue trading.
As the name suggests, the process is a voluntary option for directors and shareholders. It brings an end to worries regarding company debts. However, it should not be confused with compulsory liquidation, which is the process where one or more of the company’s creditors issue a winding-up petition to the company, which if ignored effectively forces the company into liquidation.
The directors initially decide to enter the company a CVL. However, it is the shareholders that have to pass the relevant resolutions.
How will a CVL affect you as a director?
When the directors decide CVL is the best way forward, the company will generally cease trading immediately. It gives director’s some breathing space as they know the company will be closing, and they no longer have to deal with intense pressure from creditors. By stopping trade as soon as the company becomes insolvent, the directors do not run the risk of wrongful trading.
Can I set up another limited company?
A CVL will give directors the chance to move on from the company, and if there has been no disqualification order, they will have the option of setting up a new company. During the process of a CVL, the liquidator will look into the actions of the directors in the period preceding liquidation and if there has been any wrongful trading or failure to fulfil duties, they could face disqualification of up to 15 years.
In some instances, directors will be able to go through a pre-pack liquidation and buy back the assets of the existing company, starting a new company to continue the business in a different name. A pre-pack liquidation is an informal term used where assets are sold at market value to a new company before the liquidation of the existing company takes place (also known as phoenixing).
What about redundancy pay?
Both directors and employees may be eligible for redundancy pay. Directors can even use the funds they may receive as redundancy pay, to fund the cost of the liquidation, if there are no company assets available. There are specific criteria directors must meet to claim for redundancy – for example, they must have also been an employee of the company receiving a weekly or monthly wage for hours completed. If the criteria are fulfilled, directors will be able to claim redundancy through the National Insurance Fund.
What happens to employees?
Unfortunately, during the process of a liquidation all assets are sold and employees’ jobs will be made redundant. If there are no funds to pay employee redundancy money, then like the directors, they can also claim through the National Insurance Fund, as long as they fulfil the criteria.
What are the advantages of a CVL?
It is never pleasant when a company needs to ‘close its doors’. However, when it becomes apparent that a company is no longer viable and cannot be rescued, it is often better for directors and creditors if a CVL commences as soon as possible.
- Close the company and walk away
Directors can propose the voluntary liquidation of an insolvent company and with 75% of the shareholders agreement, the company can enter into a CVL. The process will see the company formally wound up and the directors can walk away from the limited company.
- Continue to trade through a different company and purchase assets back
It is possible to liquidate a company and continue to trade the business through a newly registered or existing company. This is commonly known as a pre-pack liquidation.
These are some of the key differences when referring to a pre-pack liquidation which are agreed with the liquidator prior to a company entering CVL:
- Some or all of the insolvent company’s assets can be purchased and transferred.
- The business can continue uninterrupted.
- Employees have the possibility of being TUPE’d
Directors can purchase assets from the insolvent company through a CVL, whether for personal or company use. - Unsecured debts are written off
All unsecured debt is written off with the formal liquidation of the company. Allowing directors to move on without the burden of this debt.
- Hold position of director at other limited companies
A director can continue to, or become the director of other companies, after a company they have been director of has gone into liquidation.
- Legal action stops
Any current or future legal action taken against the company, such as County Court Judgements or Winding Up-Petitions, are stopped once the company enters CVL.
- Liquidators deal with creditors
Director responsibilities will cease and the insolvency practitioner will handle all communication with creditors, such as phone calls, letters and bailiffs. Removing the burden of any action taken against the company.
- Take control, avoid court processes and compulsory liquidation
Directors who choose to enter a CVL will have more control over the process and be able to appoint their own liquidator. By entering into a voluntary liquidation, the company avoids being wound-up by creditors and forcing the company into compulsory liquidation, with the Official Receiver taking control.
- Leases can be cancelled
Terms on leases and hire purchase agreements will be terminated, stopping any further payments. Any arrears owed, will be written off as the company is liquidated.
- Reduce wrongful trading accusations
Directors who decide to cease trading and enter into a CVL, are prioritising their creditors interest and will limit the risk of accusations of wrongful trading, when the liquidator investigates the company’s insolvency.
- Employee, director entitlements and redundancy pay
If eligible, employees and directors can apply for statutory entitlements, such as:
- Redundancy pay
- Holiday pay
- Outstanding payments such as:
- Unpaid wages
- Overtime and bonus/commission
- Statutory notice pay
- Directors fulfil legal obligations
Directors have a legal obligation to be aware of their company’s financial position at all times and to hold no creditor preferences. By entering into a CVL, this shows directors are prioritising creditors.
- Take control of the liquidation and choose a liquidator
A Creditors Voluntary Liquidation is an irreversible process, which cannot be undone or objected to by creditors. By choosing to voluntarily liquidate it enables directors to take more control and choose their own liquidator.
The process
As part of the CVL procedure, we will discuss through all the options available to you before any decisions are made.
- Consider the options
Discussions will take place about your company’s financial position and a summary of options available to you to work out a beneficial way forward.
These options will include but will not be limited to
- Meet a consultant
- After the initial discussion, if you wish to consider your options in more detail, one of our insolvency consultants will arrange a face-to-face meeting. This will be at a location convenient for you. This consultation will be entirely free of charge and without obligation. During this meeting we will review, amongst other things, the company’s viability, history, forecasts and assets and liabilities. You may need to compile information for the meeting, but we will inform you of these documents beforehand.
- Formal instruction
- Following the face to face meeting, if the conclusion means the best way forward for the company is a CVL, you will formally engage us. The consultant will pass your case file to a licensed insolvency practitioner. The insolvency practitioner will act as the proposed liquidator. We will become your creditors’ point of contact. Any letters or phone calls you receive from them should be directed to us, so we may deal with them on your behalf. This should hopefully alleviate any stress that you may have been experiencing due to creditor pressure.
- Arrangement of creditors meeting
- You will be asked to provide details of the company’s creditors, including banks, trade creditors, finance companies, employees etc. The insolvency practitioner will write to your company’s creditors providing them with details of the creditor’s meeting. A section 98 meeting is another name for this meeting. Creditors must have at least seven days’ notice (plus postage time) and shareholders 14 days’ notice. Seven days prior to the meeting, advertisement of it must be in the London Gazette.
As of 6th April 2017, the liquidator would normally arrange a virtual creditors meeting. This can be organised in a variety of ways, such as by conference call, or perhaps Skype. If the creditors involved want a physical meeting, it must be specifically requested by at least 10% by value of creditors, 10% in total number of creditors, or 10 individual creditors. - Collation of information & drafting of directors report and statement of affairs
- As part of the liquidation process, directors should prepare a report and statement of affairs to present at the creditors meeting. This is something we will assist with. As such, the proposed liquidator and their team will need the relevant information to prepare this. The information required will vary case to case. However, there is an expectation of production of details regarding the company’s assets and their likely value. The directors also need to provide a trading history of the company, outlining problems encountered and the company’s reasons for failure.The instructed insolvency practitioner will arrange for an independent valuation of any assets. There must be approval by directors of the report and statement of affairs, before presenting to members and creditors at subsequent meetings.
- Attending the shareholders & creditors meeting
- With the changes in policy regarding creditors meeting, it’s very rare that there will actually be a physical meeting between creditors, the directors and the liquidator. However, to pass the resolutions a minimum of 75% of shareholders must vote.
The creditors meeting typically takes place straight after the shareholders meeting. A director must have a virtual presence at both meetings and will act as chairman. However, the insolvency practitioner will assist and effectively ‘run’ the meeting with you. Creditors will be given the opportunity to ask any questions. These may regard the failure of the business and/or the director’s conduct.
Since April 2016, a system of “deemed consent” is used. This involves sending written proposals to creditors concerning appointment of a liquidator. Unless 10% or more object the proposal is approved.
- Appointment of liquidator & liquidation commences
- Once the creditors have ratified the appointment of the liquidator, the liquidator has many duties to carry out.
These include, but not limited to, the following:
- Realisation of company assets
- Liaising with creditors regarding the progress of the liquidation and dividend prospects
- Dealing with any employee claims
- Carry out statutory investigations into the company’s affairs and conduct of the directors
- Submitting a conduct report to the insolvency service outlining their findings
- With regards to available funds, an agreement of claims is made for a distribution to creditors
Once you become aware the company is unable to pay its debts as and when they fall due, as a director you should take action. Failure to do so could put you in a situation where an action for wrongful trading may later be taken against you. This could put your personal assets at risk. Early action by directors can prevent this.
In summary
A creditors voluntary liquidation is a formal insolvency procedure which effectively closes down a company. The procedure is for limited companies which can no longer continue trading and are insolvent. It enables them to dissolve the company, with all the debts dying with the company. The CVL process can only be carried out by a licensed insolvency practitioner.
How we can help
If creditor pressure is simply too much and the company cannot continue working under the current circumstances, acting quickly and efficiently is vital. If you want to close your company and start afresh, or simply walk away, but you’re unsure on the best way forward, we can provide you with the correct guidance and the best possible advice on what’s best for your company.
Case Studies
M J Squire Limited
Kelly Burton • Construction & Engineering • Creditors Voluntary Liquidation (CVL)
A bespoke joiners and shop fitters in Sheffield, M J Squire Limited, had been in its trade for more than 30 years.
However, recently it has been forced to close due to the downturn in the construction and retail industry.
The company was located at Orgeave Close in Sheffield, after working for many household names over the years including House of Fraser, Levi’s, Austin Reed and Tommy Hilfiger.
Until 2014, it had been a profitable company but over the past couple of years, it had been unable to secure profitable contracts.
February 10th, 2016 saw the appointment of Wilson Field’s Andy Wood and Robert Dymond as liquidators. This development for the company came as a result of suffering cash flow problems.
Operations at M J Squire Limited have now ceased and regrettably, all nine roles within the company were made redundant.
Andy Wood, insolvency practitioner from Wilson Field, spoke about his work on this case.
“Declining sales at M J Squires significantly impacted cash flow and the business’ ability to meet its liabilities. In the face of tough market conditions, the director has taken the difficult decision not to continue trading. The business has closed and the assets are being sold.”
“It is very sad to see this well-known local business cease to trade after over 30 years. The downturn in the retail sector has hit this business hard.”
Statestrong Limited
Kelly Burton • Manufacturing • Administration, Creditors Voluntary Liquidation (CVL)
Insolvency experts Wilson Field has helped turnaround the fortunes of a loss-making manufacturing company in Lancashire providing a new future for its 80 employees.
Businessman Russell Blaikie acquired the struggling 40-year-old Statestrong Limited, headquartered in Lytham St Annes, through a pre-pack sale and has been able to help the company immediately utilising his expertise in manufacturing and management.
Arrangements for the purchase of Statestrong’s business and assets were negotiated by Sheffield business specialists Wilson Field who affected the sale shortly after being appointed.
The company, which manufactures and supplies aerosol and liquid products for use in health and beauty, household, automotive and industry globally, posted sales of £12m last financial year, but had suffered pressure from creditors with outstanding arrears.
The total value of the deal is undisclosed but includes the business and the assets of the company based on Boundary Road in Lytham St Annes and Tarporley in Cheshire, which will now trade as Statestrong Products Limited.
Mr Blaikie said:
“Transactions of this nature are sensitive and require careful handling. The team at Wilson Field provided exactly the right professional approach.”
Wilson Field’s insolvency practitioners Kelly Burton and Joanne Wright worked closely with Mr Blaikie along with senior corporate case administrator Gareth Kinneavy.
Kelly Burton, said:
“The company had a wealth of expertise but was straddled with financial liabilities which ultimately made its future questionable. Looking forward, a previously distressed business now has a viable future.”
Derwent Castings Limited
Kelly Burton • Metals • Creditors Voluntary Liquidation (CVL)
Unsecured creditors owed money by a Derbyshire manufacturing company which went into liquidation are to receive a higher than the expected dividend of 60p in the pound.
A total in excess of £128,000 is due to be distributed to unsecured creditors of Whatstandwell-based Derwent Castings Limited, whose claims totalled over £192,000.
The company, whose roots date back to the 1940s, had traded profitably for a number of years but in late 2013 / early 2014 saw the cancellation of its largest sales contract which represented 70 per cent of its turnover.
Bosses at the company, which employed 16 staff including three directors, struggled to attract replacement business and had to drop prices. Further business was lost as a result of foreign competition.
Sheffield’s insolvency specialist Wilson Field was called in as liquidator and worked with the creditors’ committee of Derwent Castings Limited to secure the positive dividend.
Andy Wood, associate director and insolvency practitioner at Wilson Field said:
“Dividends for insolvent companies are generally low, or nothing, for a variety of reasons – cost of staff redundancies, difficulty collecting outstanding invoices, selling assets in a forced sale situation, selling specialist assets which have limited appeal to purchasers, deteriorating or perishable assets, as well as other costs involved.
“However, thanks to a very positive relationship with the creditors committee, I am delighted to return a healthy dividend to the unsecured creditors in the region of 60p in the pound.
“The supply chain is often greatly affected by a liquidation and in this case we have been able to help creditors.”
Derwent Castings Limited was incorporated in August 2002 and specialised in iron casting from the five-acre Derwent Foundry site at Whatstandwell near Matlock.
However, the iron founding operation at Derwent Foundry was first introduced back in 1946 by Wragg & Hawksley which produced cast iron pipes for the water industry.
In 1950 the foundry was acquired by WH Davis & Sons Ltd to supply castings for their railway wagon building business. Following a management buy out in 1984, the company was renamed Derwent Foundry Ltd and following its closure in July 2002, was bought by its present owners and renamed Derwent Castings Ltd.
Amongst jobs carried out on site were moulding using loose pattern and modern air setting (boxless) sand systems; metals work using the latest in electric induction melting producing a wide range of grey, SG and alloy irons; an independent Namas approved test laboratory, finishing, pattern making and machining facilities.
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