Members Voluntary Liquidation - MVL

What is an MVL?

You could say an MVL is a positive end to a company’s life. The process closes the company, leaving no outstanding matters and provides a potentially tax efficient and lucrative exit for company shareholders. An MVL is a tax efficient means of closing your solvent company and unlocking the capital.

• Solvent liquidation of a company.
• Positive end to a company’s life.
• Tax efficient exit route for shareholders.

What are the benefits of an MVL?

An MVL is a POSITIVE process - if you have a cash rich company and want to keep your tax bills low, then an MVL could be the way forward.

• Tax efficient - Shareholders pay as little as 10% capital gains tax.
• Low costs - prices as low as £1,000 + VAT.
• Turnaround & distribution of cash to shareholders from day one of appointment (Bronze) from trusted MVL experts.

Are you ready for an MVL?

If you can answer YES to the questions below, then you are ready to make the first step with us.

• Are you (or your clients) planning to make distributions of more than £25,000 to shareholders?
• Can the shareholders claim reliefs allowing them to pay 10% tax?
• Is the company nearing the end of its life?

MVL Products and Costs

Sometimes an MVL can be a straightforward and simple process, on other occasions the detail to complete the process may be more complex. Frost Group understand that there is not a standardised 'one size fit's all' MVL product for our clients. We want to provide a product to help you unlock the cash from your limited company as easily and tax efficiently as possible and so we have branded our product into three categories, and the price will depend on the complexity of the service required.

Bronze Product £1,000 fixed fee

Our Bronze product is a fixed fee of £1,000 and is our most popular service level. This is ideal for contractor companies with a simple corporate structure of one sole director and shareholder.

• Fast (into liquidation within 48 hours dependent upon our capacity levels)
• Quick access to your company money
• Capital Distribution on day one of liquidation
• All meetings paperwork provided
• Friendly and efficient service

Disbursements for bonding and advertising are additional costs but the VAT charged on these costs is recovered by us for you during the course of the liquidation. This product suits simple contractor MVL's and also companies who have a cash at bank only figure on their balance sheet.

Our Bronze MVL is ideal for simple contractor companies, with one sole director and shareholder. Due to recent updates in our Onboarding and KYC compliance any additional shareholders and directors will be charged at £100. This price change came into effect on 1 January 2024.

If company accounts are finalised, all CT and VAT liabilities are paid and there is a cash at bank only figure (no assets or liabilities) then your company should fit into our Bronze Service.  

The disbursements for an MVL comprise three statutory advertisements at a cost of £99.00 each plus VAT in the London Gazette,  together with a statutory bond which represents a specific charge against the case for professional indemnity cover.  The quantum of the bond paid will depend upon the amount of assets held in the Company when it is placed into MVL.  I have attached a copy of our specific bond rates for your information.  There is a further 50% discount for non-cash appointments and the majority of our bronze clients fall into this category, as there is no requirement to transfer your company funds into our client account, instead the distribution is treated as a distribution in specie.  (The funds are taken as a director's loan and distributed on day one of liquidation). There will clearly be a requirement for an indemnity but we have a standard document for this purpose

It really is simple, either you or your accountant provide the paperwork and we complete the whole process for you.

We will provide the Declaration of Solvency and all of the Meetings paperwork to you, which will be emailed to you prior to appointment.  Once these are completed and returned to us, we then draft the initial letters to Companies House and the various HMRC offices for VAT, CT and PAYE complying with our statutory and regulatory duties.

This is most definitely our most popular service, if you are thinking about an MVL call us on 0345 260 0101 (

‍Suitable for  contractor firms

This option is suitable if you have a contractor company,usually with a sole director/shareholder, which has ceased to trade and thecessation accounts have been finalised.

Suitability criteria to be eligible for our Bronze MVL:

·        Contractor company only;

·        The company’s cessation accounts must be filed;

·        All CT computations must be prepared, submittedand paid in advance of the liquidation;

·        All liabilities in respect of VAT and PAYE mustbe paid to HMRC in advance of the liquidation;

·        The company must be de-registered for both VATand PAYE;

·        No fixed assets on the balance sheet (these canbe either written off, depreciated, or purchased by the shareholder prior toliquidation);

·        Cash at bank only with only 1 company bankaccount;

·        Contractor only no complex corporate structures.

·        Stictly no Section 455 charges have been paid;

On the date of our appointment, we use the Distribution inSpecie process to distribute 100% of capital into the personal accounts of theshareholders, meaning that when the company enters liquidation the client fundsbelong to the shareholders. This offers complete peace of mind as you will notbe transferring your company money to the Liquidator. See more informationbelow

Price: £1,000 plus disbursements and VAT (increasing to £1,250 from 1 January 2025)

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Bronze Plus Product from £1,500

This package allows for more flexibility with the company structure.

Suitability criteria to be eligible for our Bronze PLUS MVL:

·        Non contractor companies;

·        The company’s cessation accounts must be filed;

·        All CT computations must be prepared, submittedand paid in advance of the liquidation;

·        All liabilities in respect of VAT and PAYE mustbe paid to HMRC in advance of the liquidation;

·        The company must be de-registered for both VATand PAYE;

·        Fixed assets on the balance sheet can also bedistributed in specie;

·        Cash at bank allowing for more than 1 companybank account;

·        No complex corporate structures.

·        Strictly no Section 455 charges have been paid;

As with the Bronze service, we use the distribution inspecie process to distribute 100% of capital on the day of our appointment. Seemore information below.

Price: £1,500 plus disbursements and VAT (increasing to £1,750 from 1 January 2025)

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Silver Product from £2,500

This is an advice driven service whereby we ensure there will be no comeback from HMRC. In partnership with your tax accountant we will ensure that the tax is correct and you will have complete peace of mind that any difficulties that may arise are resolved.

Our Silver Service starts from £2,500 although if liquidating more than one company please speak with our Insolvency Practitioner, Jeremy Frost, who will discuss the options available.  

There are additional charges for disbursements of Gazette and Bond. For Silver Service MVL's we do not charge the additional £100 Onboarding fee for additonal Directors or Shareholders.

This option offers more flexibility for more complex MVLrequirements. 

Suitability criteria to be eligible for our Silver MVL:

·        Companies with complex corporate structures;

·        S455 issues - if Section 455 has been paid;

·        S455 issues – if Section 455 has not been paidby the company;

·        Cessation accounts have not been filed;

·        Cash distributions;

·        Small property investments/sales;

·        Company assets and liabilities to be finalised.

In some cases, we may still able to use the distribution inspecie process to distribute the company capital to the shareholder beforeliquidation.

Price: £2,500 plus disbursements and VAT (increasing to £3,500 from 1 January 2025)

‍Suitable for consultant or larger companies where the Board has already dealt with all  asset realisations.

Gold Product from £5,000

This is our bespoke and advice driven service for complex MVL's requiring a higher degree of expertise and skill. From the start, Frost Group will be proactive in discussions with a company's professional advisors particularly in cases of restructuring and realisation of going from a live business to a liquidation. We will take a commercial approach to asset realisation and deal with all creditors and contingent liabilities.

·        This option is suitable for complex MVL’s whichrequire planning and advice from the Insolvency Practitioner

·        Our Insolvency Practitioners will plan theliquidation in conjunction with tax advisors and legal representatives

·        Companies with complex corporate structureswhich may include overseas entities

Price: £5,000 plus disbursements and VAT (increasing to£6,000 from 1 January 2025)

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Suitable for complex closures where a commercial approach is required.

MVL Disbursements

Clients often wonder what a disbursement is. Quite simply it is a cost/specific expenditure which relates to the administration of the MVL. In the administration of our MVL's Frost Group will charge disbursements on bonding and statutory advertising within the London Gazette at the cost price to us. There will be no sneakily hidden surprise additions that you will not be made aware of.

However, in the case of a Gold Package MVL there may be external supplies of incidental services specifically identifiable to the case, eg large volume postage, printing, room hire and document storage, this information will be disclosed and the costs recovered.

There are two main types of disbursements associated with an MVL, these are statutory advertising and bonding:-

Statutory Advertising

There are three statutory notices required which will appear in the London Gazette. The Gazette can be accessed by clicking this link The London Gazette. The Gazette offers a permanent official public record of important statutory and non-statutory notices that can be used to support legal and other processes and act as a means of advertising legal notices. The initial three Statutory Notices to be advertised as per legislation rules in the London Gazette are:-

• Notice of Resolutions to Wind-Up;
• Notice of Appointment of Liquidators and;
• Notice to Creditors of intended distribution

Prices (excluding VAT) valid for the three adverts are £297.00.

Specific Bond Rates

Bonding is an insurance policy to ensure that your money is safe whilst held in our firm's client account. It basically protects your money against any fraud or malpractice by our staff. Frost Group use the services of Aon Risk Solutions and all rates are charged at cost price, there is no mark up or added charge passed on to our clients, and we believe they are the most cost effective and secure available. Frost Group's specific bond rates effective 29 December 2019 are competitively priced, with premiums commencing from £6.

The majority of our MVL's are non-cash, ie the company assets are distributed in specie and these attract a 50% discount from our insurers. Our non-cash MVL rates are listed below:-

Specific Penalty Value

‍Cases with assets under £500 – £6.00

Assets £501 - £5,000 – £10.00

Assets £5,001 - £10,000 – £15.00

Assets £10,001 - £25,000 – £20.25

Assets £25,001 to £50,000 – £36.75

Assets £50,001 to £100,000 – £59.25

Assets £100,001 to £250,000 – £99.00

Assets £250,001 to £500,000 – £140.63

Assets £500,001 to £1,000,000 – £198.00

Assets £1,000,001 to £2,000,000 – £290.63

Assets £2,000,001 to £3,500,000 – £375.00

Assets £3,500,001 to £5,000,000 – £515.63

Assets over £5,000,000 – £600.00

VAT

VAT is chargeable on our fee and also on advertising in the London Gazette and also for the bond. If the compan has been registered for VAT in the twelve months prior to Liquidation we are able to recover the VAT element of our invoice (and also your accountant's last invoice) on  behalf of the company and this is refunded to a nominated shareholder during the course of the Liquidation.

Bronze Service MVL Steps

We have consciously developed a competitively priced and easy to use Bronze Service MVL.

Aimed initially at contractors closing down their limited companies to move into employment, we have streamlined our product so it is now accessible to limited companies with up to four shareholders whose accountants have completed their company's cessation accounts and relevant HMRC filings.

Completion is straightforward - here are the steps of our Bronze Service MVL:

Instruction

1. Sign our Letter of Engagement
2. Complete our pre liquidation questionnaire (or ask your accountant to complete)
3. Complete our due diligence checklist providing information in three main areas, compliance, HMRC filings and accounts
4. Pay Frost Group's fee
5. When advised by Frost Group make an appointment with a solicitor to swear the Declaration of Solvency
6. When advised by Frost Group transfer money from the company bank account to shareholders in line with their shareholding as a shareholder's loan
7. Close the company bank account and send us a closing statement

Liquidation

1. Print all the appointment papers that Frost Group have emailed to you and work through our completion guide for putting the company into liquidation
2. Sign Minutes of Board Meeting
3. Sign Declaration of Solvency and have witnessed by a solicitor
4. Sign Form ADO1 to change the company's registered office to that of Frost Group
5. Sign Deed of Indemnity - have witnessed
6. Sign consent to short notice
7. Sign Notice of General Meeting
8. Sign Attendance Register
9. Sign Minutes of General Meeting
10. Sign Resolutions for Registrar
11. Sign Resolutions for Gazette
12. Sign Certificate of Appointment
13. Sign Deed of Assignment - have witnessed
14. Sign CT600 nil return
15. Scan and post the original documents back to Frost Group

Completion

Frost Group are now Liquidators of the company and will complete the following tasks:-

1. The Liquidator will countersign the Deed of Assignment and assign the shareholder loans back to shareholders
2. Filing with Companies House
3. Filing with and gaining tax clearance from HMRC
4. Refund to shareholders on VAT paid on our invoice and final accountant's invoice
5. Provide shareholders with necessary documents for claiming entrepreneurs relief on personal tax return
6. Send draft final account to shareholders
7. File final account with Companies House

We aim to complete all Bronze Service MVL's from engagement to final filings with Companies House within a period of six months.

Most importantly though, using a distribution in specie you do not have to wait six months to have access to your company's money.

Correspondence is via both email and telephone - if you are interested in this service please either telephone our office on the following number - 0345 260 0101. Alternatively, email enquiries@frostbr.co.uk - we look forward to hearing from you.

Bronze Plus MVL

Perhaps your company may not be able to meet all the criteria required for our Bronze Service MVL or you may not require all the benefits of our Silver Service; or indeed feel the additional cost of a Silver Service is not warranted.

In these circumstances we have adapted our Bronze Service to form a Bronze Plus Service, and the following charges will apply, notably in respect of fulfilling HMRC filings:

Requirement to de-register for PAYE/NIC pre-liquidation – £100.00

Requirement to de-register for PAYE/NIC pre-liquidation – £100.00

Requirement to file PAYE returns to date of de-registration – £150.00

Requirement to file VAT returns to date of de-registration – £150.00

Requirement to file corporation tax return to date of liquidation – £150.00

Requirement to file corporation tax return to date of cessation of trading – £300.00

PAYE refund – £250.00

VAT refund – £250.00

Corporation tax refund – £250.00

In certain circumstances the directors may wish the company to enter Liquidation as soon as possible and do not want to wait for HMRC refunds to be refunded into the company bank account. We can deal with these HMRC refunds via our client account, and the additional cashiering charges listed above will apply:

Should you have any questions please either telephone or email:-

Kelly Walford or Julie Frost | Call 0345 260 0101

MVL Steps

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A Members' Voluntary Liquidation, or "MVL", is a legal process whereby a solvent company is wound up and dissolved. The primary objectives are to realise and to distribute the surplus assets of the company once all outstanding matters have been resolved and any remaining creditor claims settled. We have a portfolio of products to suit all types of MVL's, with prices starting from as low as £1,000.

Jeremy Frost

Phase 1 – Initial Assessment

• Is the company surplus to requirements?
• Is the company solvent?
• Is MVL the appropriate mechanism?

Phase 2 – Pre-Liquidation Review

• Wind down trading operations as necessary and review company's affairs
• Consider retention of company name
• Restore solvency if applicable
• Identify actual and contingent liabilities
• Discuss need for an indemnity
• Review statutory affairs of company
• Possible tax consequences of Liquidation to be discussed with tax advisors
• Declare any pre-Liquidation dividends, subject to above tax advice
• Finalise and formalise any necessary pre-Liquidation transactions
• Prepare statutory Declaration of Solvency

Phase 3 – Initiation of Liquidation

• Convene directors' meeting
• Review management accounts and confirm solvency of company
• Sign & certify statutory Declaration of Solvency (valid five weeks only)
• Convene Extraordinary General Meeting of shareholders (EGM), or propose written resolutions

Phase 4 – Commencement of Liquidation

• EGM or written resolution to wind up the company
• Pass winding up and ancillary resolutions
• Certificate of appointment of Liquidator

Phase 5 – Post Liquidation

• Statutory filing and advertising within prescribed time limits
• Notification of the Liquidator's appointment to relevant authorities and interested parties
• Collection of books and records and company seal
• Closure of company bank account(s), open new Liquidation bank account(s) where applicable
• Complete asset realisation where necessary
• Agree and settle creditors' claims (with statutory interest)
• Ensure Corporation Tax, PAYE & NIC and VAT compliance concluded
• Obtain tax clearance
• File Liquidator's receipts and payments accounts
• Distribute surplus assets to shareholders

Phase 6 – Close of Liquidation

• Submit final report and Liquidator's final receipts and payments account to shareholders
• Hold final meeting and obtain release of Liquidator

Phase 7 – Dissolution

• Company dissolved three months from the date of filing of Liquidator's final return
• Disposal of books and records (12 months after dissolution)

Don't hesitate to call our offices on 0345 260 0101 to discuss your MVL requirements. We have a product to suit all limited companies and advice expertise which is never compromised.

How to start an MVL

Bronze Service

1. Cease trading
2. Ask your accountant to prepare accounts for Corporation Tax and VAT up to the period your company ceased trading
3. Ask your accountant to submit final Corporation Tax, VAT and PAYE returns
4. De-register for VAT
5. De-register your PAYE scheme
6. Collect in debts owed to the company and pay all creditors of the company
7. Make Frost Group aware of any Director’s loans
8. Ask your accountant to provide Frost Group with your statutory books and records
9. Ask your accountant to certify proof of your identity
10. Phone / email Frost Group for advice or ask your accountant to do this, to ensure that an MVL best suits your personal circumstances or if you are unclear about any aspect of the service.

Remember that we do not offer tax advice on this product so please speak with your own tax advisor.

Silver Service and Gold Service

1. The Company must be solvent (able to pay all debts in full) and a meeting of directors is held where a statutory declaration of solvency is sworn
2. A meeting of shareholders is held to pass resolutions to put the company into liquidation
3. The liquidator will review the company's books and records looking for any liabilities, will close any bank accounts and realise all assets
4. All creditors' claims will be agreed and paid in full (with statutory interest). Any surplus assets will be distributed to shareholders
5. Corporation tax, PAYE & NIC and VAT compliance will be concluded - with all clearances received before closure of the liquidation
6. A final meeting is held to close the liquidation and dissolution of the company is approximately three months later.

Please call our offices on 0845 260 0101 to discuss your Members Voluntary Liquidation in more detail with an Insolvency Practitioner. All initial calls and advice are completely free of charge.

Director's Loan Accounts and Income

As many with regular contact with HMRC can attest, there are a number of ways in which they affect the amount of tax we pay:

• Changes of Government policy
• Changes of interpretation of Government policy
• Other

In the first two there will usually be an element of consultation and discussion on what HMRC believes the present position to be and how it is going to be changed.

With the third case, all those engaging with HMRC see is calculations and action changing supported by rather unconvincing correspondence which seeks to suggest that nothing has changed!

In November, I first read of HMRC taking a test case to clarify when Directors loans might be treated as income, and when utilising a Members Liquidation it might be considered as capital. The same story has been repeated by a number of “advisors” and is now regularly repeated to me by potential clients. So I decided this week to try and resolve exactly what was going on.

The results of my investigations were inconclusive and I was certainly not able to identify the case nor even that a case was being brought. Yes, it appears HMRC are looking to clarify (limit) the present go-to approach of business owners borrowing money from their business once a month with those loans being written off (or not) annually by a dividend.

I don’t think many taxpayers would criticise HMRC’s approach, provided of course proper value can be given to financial risks being taken by the families behind many of these businesses, and, in most cases a little more admin will allow the status quo to be maintained.

But, and I am quoting a tax advisor I use:

“So I think this is a warning shot. I think that the test case HMRC will be looking for will be someone who has wilfully kept their taxable income declared on their returns low but drawn substantial sums over a long period of time. This would maximise their chances of success that the drawn monies are taxable as dividends (i.e. as income not capital). Anyone who has left their monies in the Company and draws them down shortly before the liquidation is a case that HMRC would not wish to pursue as there is too high a risk that the case could be thrown out”.

Although I can’t give tax advice I will continue to rely on how HMRC have dealt with our cases:

On the one hand, with a client who had been taking loans over a series of years: He settled with HMRC who considered the loans to be income. Alternatively HMRC have telephoned us and asked when the loans were given. Under our Bronze service we require to see a bank statement which equals the distributable reserves, before proceeding to suggest the account is closed in anticipation of the winding up. We explained this to HMRC who quickly made their excuses and left.

If anyone can get a definitive answer from HMRC about their present policy on this area then the world is waiting. Good luck!