How to close your company and extract the profits

If you are winding up your company, and your cash reserves total more than £35,000, you may be able to extract the money in just a few weeks – and pay only 10% tax on it via a Members Voluntary Liquidation (MVL), says Cheryl Brown at Beacon Lip Limited. 

The reasons for closing your company

In the present climate, contractors are winding up their businesses for various reasons. IR35 has been a major catalyst in accelerating this trend. However, many contractors are also seizing the opportunity to retire, or to move to a permanent role.

What is Members Voluntary Liquidation?

Traditionally, a contractor who closes a limited company will take any residual profit as a dividend and pay income tax on it. If your company is liquidated by a licensed insolvency practitioner, this enables that profit to be dispersed as capital, attracting capital gains tax (CGT) of 18% or 28%.

The difference with MVL is that it can leverage Business Asset Disposal Relief (formerly Entrepreneurs' Relief) and attract CGT of just 10%. In addition, the shareholders can use their annual exempt amount ('the personal allowance') of £12,300 as a tax-free allowance.

Do you qualify for MVL?

To qualify for Members Voluntary Liquidation, you must meet the following criteria:

  • Your company must be solvent for assets/monies to be distributed to its shareholders.
  • HMRC provides tax clearances for the company.
  • Only once the aforementioned tax clearances are obtained can the company be dissolved.

A word of warning

You should only use an MVL if you do not plan on trading as a limited company for this time. 

The Targeted Anti-Avoidance Rule (TAAR) was launched in 2016 for this specific purpose – to stop contractors from “phoenixing,” i.e. closing their company, distributing the profits and starting up a new business soon afterwards.

TAAR, coupled with reforms to the taxation of dividends, mean that unfortunately, dividend income can be taxed as highly as 38.1%. MVL or not to MVL?

As you can see, MVL can deliver significant financial gain, but there are factors to consider. 

Are you sure you will not want to trade through a limited company for a prolonged period after taking MVL?

Do you have enough profit? While £25,000 is the legal threshold for qualification for MVL, most financial experts agree that you need around £35,000 of clear profit for MVL to start to become really advantageous.

As with so many of these financial matters, there is no one right answer for all contractors. Therefore, it is important for you to seek professional advice from a qualified practitioner about your specific situation, your personal circumstances and your future plans.

There are professionals who specialise in the contractor sector, and a little guidance from them now can save you from making a costly mistake in your financial strategy, while maximising the benefit that may be gained from Members Voluntary Liquidation.

Wednesday 22nd Jun 2022
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Written by Beacon Lip

Beacon Lip deliver tailored solutions to company directors, business owners and individuals experiencing financial hardship. They also offer assistance to professional advisors, such as accountants and solicitors, to ensure that their clients are given the most appropriate advice for their situation. 

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