Members’ Voluntary Liquidation (MVL) Services in Scotland

If you’re looking to close a solvent limited company in a tax-efficient way, a Members’ Voluntary Liquidation (MVL) could be the ideal solution. At Henderson Loggie, we provide expert guidance to help directors maximise returns, minimise tax liabilities, and ensure a smooth and compliant company closure, for clients across Scotland and the rest of the UK.

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What is a Members’ Voluntary Liquidation?

A Members’ Voluntary Liquidation (MVL) is a formal process used to close a solvent limited company. It is designed for businesses that can pay all of their debts in full, typically within 12 months.

During an MVL, an appointed insolvency practitioner liquidates the company’s assets, settles any outstanding liabilities, and distributes the remaining funds to shareholders.

This process is commonly used by directors who are:

  • Retiring or stepping away from business
  • Restructuring or simplifying group companies
  • Closing a business that is no longer required
  • Seeking a tax-efficient way to extract retained profits

Is an MVL right for your business?

An MVL may be the best option if your company:

  • Is solvent (able to pay all debts in full)
  • Has retained profits of £25,000 or more
  • No longer serves a purpose or is being wound down
  • Has shareholders looking to extract funds tax efficiently

If your company has lower retained profits, an informal strike-off may be more suitable, although it may not offer the same tax advantages. Our latest blog outlines the difference between a strike off and MVL.

At Henderson Loggie, we support businesses across Scotland and the rest of the UK to assess your circumstances and explain whether an MVL is the most beneficial route for you.

The MVL process, or Members’ Voluntary Liquidation, follows a structured legal procedure.

1. Declaration of Solvency

Directors formally confirm the company can meet all liabilities as part of a Members’ Voluntary Liquidation.

2. Shareholder Resolution

Shareholders pass a resolution to wind up the company through the process.

3. Appointment of Insolvency Practitioner

A licensed insolvency practitioner is appointed as the liquidator.

4. Asset Realisation

Company assets are sold or distributed.

5. Settlement of Liabilities

All creditors are paid in full.

6. Distribution to Shareholders

Remaining funds are distributed as capital.

7. Company Dissolution

The company is formally removed from the Companies House register after completion of the Members’ Voluntary Liquidation.

We have licenced insolvency practitioners to ensure the process runs efficiently and compliantly. As a result, Members’ Voluntary Liquidation is completed smoothly and with all formalities observed. Visit our Business Recovery & Insolvency page for more information about our services or get in touch today to speak to a member of our team.

Benefits of a Members’ Voluntary Liquidation

One of the key advantages of an MVL is its potential tax efficiency.

Funds distributed through an MVL are treated as capital rather than income, meaning:

Compared to withdrawing profits as dividends, this can result in significant tax savings.

We can work alongside your tax advisers, or our in-house tax team, to ensure the process is structured efficiently and remains compliant with HMRC requirements.

 

Why Choose Henderson Loggie for MVL support?

Henderson Loggie started in 1909 and over the years various partners took on insolvency work, however in early 1987 a bespoke insolvency team was established. Since then, the team has moved from strength to strength. Our current Insolvency team members have combined experience of over 160 years. They deal with MVLs, and all types of insolvent appointments from all over Scotland, but also have dealt with English appointments too.

Our team provide support to directors, business owners and individuals in assessing the options. Our goal is to make your company closure simple, compliant, and financially optimised.

Members' Voluntary Liquidation FAQ's

How long does an MVL take?

How much does an MVL cost?

Is an MVL tax efficient?

What happens to retained profits?

Can I close my company without an MVL?

Does closing a limited company affect your credit score?

Do I need an insolvency practitioner?

When do I get my money?

When do my responsibilities as a director cease?

Can I retain company assets?

Testimonials from our clients

I have worked with Shona Campbell and her team on restructuring and insolvency mandates for many years. I value her pragmatic, commercial and innovative approach highly. I consider her to be a trusted advisor that I recommend to companies needing support.

Solicitor, Restructuring and Business Advisory

Shona Campbell and her colleagues were extremely helpful at a very stressful time. She had a wide range of knowledge and understood how the third sector works, which isn’t always the case. I’d be happy to recommend her services.

Senior Representative, Third Sector Interface

Shona and her team provided robust advice around the steps required prior to the liquidation so that matters could be dealt with in an efficient manner as possible. The advice was also provided around directors duties and the different legal positions of shareholders, creditors and directors.

The whole liquidation process was smooth and the liquidation itself concluded within 7 months.

Shareholder and Creditor

Moy Burn Company Limited

I would like to thank you for completing the liquidation of my company. From my perspective the whole process was simple and I am grateful to you all for making it that way.

I was pleased that the cost was exactly as stated at the outset and the liquidation was completed in just over 6 months.

Director and Shareholder

The team are very knowledgeable, quick to respond and good with clients. They give commercial, sound advice and you feel you are in safe hands when dealing with them.

Solicitor, Commercial Litigation and Insolvency

An empathetic, professional and highly knowledgeable team at a challenging time.

Director, Biopharmaceutical Company

Simple, plain advice, quick response times, and hassle-free – I’ve already recommended them.

Family Shareholder

Business Recovery & Insolvency Articles

Have a look through some of our most recent content. If you would like to speak to us further on any of the topics then please get in touch.

Meet Our Licensed Insolvency Practitioners

Shona Campbell

Shona Campbell

Chair & Partner

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 time dealing with businesses facing some…
Lianne Fraser Lusher

Lianne Fraser Lusher

Manager

I am an ACCA qualified Manager in the Business Recovery & Insolvency team and joined Henderson Loggie in 2020.  I have 13 years’ experience in administering and managing corporate insolvencies (Administrations, Court and Creditors’ Voluntary…
Lynn Barr

Lynn Barr

Assistant Manager

I am an ACCA qualified Assistant Manager within our Business Recovery & Insolvency team and have been working in the Insolvency profession for over 20 years, after graduating from University. I was initially involved in…
Kirstin Drummond

Kirstin Drummond

Assistant Manager

I am an Assistant Manager within the Business Recovery & Insolvency team, qualified to CPI level, and I joined Henderson Loggie in 2022.  I have over 24 years’ experience in the administration of Personal Insolvencies…

We can arrange to meet with you in person, have a ‘Teams’ meeting, or call you to get an understanding of your issue and give you expert advice.

We do not charge for initial advice, and you are not obligated to progress matters with us following
advice. For further information contact: 01382 200055.