Private limited liability companies have many attractive
features as a business trading medium. Circumstances constantly
change, and it is inevitable, therefore, that there will always
be some such solvent companies which have outlived their usefulness,
and which the shareholders now wish to voluntarily wind-up.
At this point, we are able to guide you through
the company law formalities and tax obstacles of de-registering
this business with Companies House and the Inland Revenue.
Prior to commencing this exercise, it will be necessary
to consider the following:
- Whether it may be beneficial to make the company dormant,
rather than fully dissolved,
- Whether retained profits are best extracted prior to winding-up,
as salary, dividends, or pension contributions, or left within
the company to create a revenue or capital distribution upon
- Whether it is beneficial to repay capital in more than one
tranche; typically either side of 5th April, to make use of
2 years' capital gains tax annual exemptions,
- The implications of winding-up upon any ongoing contractual
- Whether advantage can be taken of the £4,000 non distributable
reserves de-minimus concession, to avoid the problems associated
with bona vacantia.
- Whether sufficient shareholder votes will be cast in General
Meeting to carry the resolution to wind-up.
Appointing a Liquidator for a formal winding up
procedure is expensive. For most solvent companies a members'
voluntary winding up can be achieved via the less formal dissolution
route. Advantages can still be taken of Inland Revenue concessions,
to ensure that, if beneficial, the final distributions will be
classified as capital repayments. We will be mindful of saving
you tax, by where-ever possible, either claiming maximum taper
relief on the final distribution or converting it from a capital
loss into an income loss.
If your situation is such that a formal liquidation
is required, we shall be pleased to introduce you to a suitable
Practical Examples of our Solvent Liquidations
- Dissolving small companies that have served their purpose.
- Keeping a non trading company dormant and preparing
and filing all necessary paperwork with the Inland Revenue
and Companies House.
- Winding up single project property development shell
- Winding up companies to avoid the consequences of IR35