Understanding often-overlooked tax issues and how an MVL can be more efficient with insights from Molly Monks of Parker Walsh

Closing a company may seem straightforward, but for solvent businesses, the tax implications can be complex. Directors who do not plan carefully may face unexpected liabilities on distributions, dividends, or asset disposals. Using a Members’ Voluntary Liquidation (MVL) is often the most tax-efficient route to wind up a solvent company.

Molly Monks of Parker Walsh, a specialist in solvent company closures, explains the hidden tax considerations directors should be aware of and how structured planning can preserve value.

Common Tax Pitfalls in Solvent Closures

Deemed Distributions

When a company distributes its assets without proper planning, HMRC may treat certain transfers as deemed distributions. This can result in higher tax charges than directors anticipate, especially if funds are extracted as loans or retained profits are released informally.

Dividend Tax

Distributions to shareholders are often treated as dividends for tax purposes. Depending on individual circumstances, this may result in:

• Dividend tax rates higher than capital gains rates

• Loss of eligibility for reliefs such as the dividend allowance

Incorrect treatment can lead to penalties or additional liabilities after the closure is complete.

Capital Gains

If the company’s assets, including shares or property, are disposed of during closure, capital gains tax may apply. While this can be mitigated through reliefs, such as Business Asset Disposal Relief, failure to plan properly can result in unnecessary tax charges.

Retention of Profits

Directly distributing profits as salary or dividends rather than through a structured MVL can trigger income tax, which is often less favourable than capital gains treatment.

How an MVL Provides Tax Efficiency

A Members’ Voluntary Liquidation is specifically designed for solvent companies. Benefits include:

• Profits and distributions are treated as capital, not income, allowing lower tax rates

• Business Asset Disposal Relief may reduce tax on qualifying gains to 10 per cent

• Clear separation between creditor settlement and shareholder distributions reduces HMRC scrutiny

• Structured timing and planning help avoid accidental deemed distributions

Molly Monks of Parker Walsh emphasizes that careful preparation and working with a licensed insolvency practitioner ensures that all distributions are handled in a compliant and efficient way.

Steps to a Tax-Efficient Closure

1. Assess Solvency
   Directors must confirm the company can pay all liabilities in full within twelve months. This forms the basis for an MVL.

2. Prepare a Declaration of Solvency
   This statutory declaration, signed by directors and witnessed by a solicitor, outlines assets, liabilities, and confirms solvency.

3. Appoint a Licensed Insolvency Practitioner
   The practitioner manages the liquidation, ensuring all debts are settled and remaining funds are distributed efficiently.

4. Plan Distributions
   Directors and shareholders receive funds in a way that maximizes capital gains treatment and minimizes income tax.

5. Finalise Tax Filings
   The liquidator ensures corporation tax, VAT, and other obligations are correctly calculated and reported before dissolution.

Final Thoughts

Closing a solvent company without understanding the tax implications can lead to unnecessary liabilities. Using an MVL not only simplifies the process but also offers significant tax efficiency for directors and shareholders.

As Molly Monks of Parker Walsh explains
"Proper planning is the difference between a smooth, tax-efficient closure and unexpected tax liabilities. Directors who engage early with experts preserve value and peace of mind."