Are your clients looking for a tax efficient exit from their business? | Members’ Voluntary Liquidation

Last Updated on 24 September 2025

If the company is solvent and has more than £25,000 in non-distributable reserves, then a Members’ Voluntary Liquidation may be the answer.

This type of voluntary liquidation can be used in a variety of circumstances but enables the Shareholders to access their capital in the most tax-efficient way possible.  Whereas distributions from a company are normally taxed as income, distributions from a Members’ Voluntary Liquidation can be treated as capital provided certain conditions are met.  Some Shareholders may even qualify for Entrepreneurs’ Relief at 10% resulting in even lower rates for CGT.

The timing of the distributions can be decided by the Shareholders and spread over several tax years, if appropriate, to ensure that the maximum tax reliefs are available.

This procedure has other advantages in that it offers greater protection to Shareholders against claims of unauthorised capital distributions, non-cash assets can be distributed “in specie”, HMRC clearance is obtained before dissolution, and it limits the likelihood of unforeseen liabilities resulting in a potential restoration of the company in the years ahead.

Despite the fact that the company is solvent, an Insolvency Practitioner must be appointed as the Liquidator and there is a cost to the whole procedure.  However, the costs of the liquidation will invariably be more than offset by the tax savings obtained.


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Shona Campbell

Shona Campbell

Last Updated on 24 September 2025 I am Chair of Henderson Loggie and head up the firm’s Business Recovery and Insolvency team. I have over twenty-five years of experience advising businesses, the majority of that…
Margaret Linn

Margaret Linn

Last Updated on 24 September 2025 I have 25 years’ experience working in Insolvency, both personal and corporate.  I advise individuals and company directors who find themselves in financial difficulty and am committed to finding…