How to Close a Limited Company Without Paying Tax

Reviewed by

Christopher Andersen

Reviewed by Christopher Andersen

Chris is an Insolvency Practitioner regulated by the ICAEW since 2014,. He is experienced in contentious insolvency with excellent analytical skills and strong knowledge of both general and technical insolvency matters.

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8th April 2024

What is the most tax-efficient way to close a limited company?

To close a limited company without paying tax is not entirely possible, as settling outstanding tax obligations is a legal requirement. However, minimizing tax liabilities when closing your company involves strategic use of Members’ Voluntary Liquidation (MVL) and taking advantage of tax reliefs such as Business Asset Disposal Relief (BADR). This guide specifically addresses how to leverage these options to reduce your tax burden effectively, ensuring compliance with UK tax laws while maximising financial outcomes during the closure process.

Voluntary Strike Off

Voluntary strike-off is the most straightforward and cost-effective method for closing a limited company in the UK, although only appropriate businesses with minimal assets and liabilities. This process involves applying to Companies House to have the company formally removed from the register, effectively dissolving it.

To qualify for a voluntary strike-off, a company must not have traded or sold off any stock in the last three months, changed names within the same period, or be threatened with liquidation. Furthermore, it must not have any outstanding agreements with creditors, including the HM Revenue & Customs (HMRC).

Tax efficiency comes into play as this method avoids the complexities and costs associated with formal liquidation processes. However, it’s vital to ensure all tax liabilities are settled before applying. This includes paying any outstanding corporation tax and ensuring all final statutory accounts and tax returns are filed with HMRC. By tidying up these obligations, you can prevent potential fines or legal complications, making the process as cost-effective as possible.

The distribution of any remaining assets to shareholders before strike-off can have capital gains tax implications. Still, if managed correctly, individual shareholders can utilise their annual tax-free allowance and possibly qualify for Entrepreneurs’ Relief (now known as Business Asset Disposal Relief), significantly reducing the capital gains tax rate on the final distribution of assets.

While voluntary strike-off can be a tax-efficient means of closing a company, it requires meticulous planning and adherence to legal requirements. Business owners should seek professional advice to navigate the process effectively, ensuring that all tax advantages are maximised and liabilities are minimised.

Members Voluntary Liquidation

Members’ Voluntary Liquidation (MVL) is a formal procedure used by solvent companies to close down in a tax-efficient manner. This option is particularly suitable for businesses with significant assets that wish to distribute the proceeds to shareholders. An MVL involves appointing a licensed insolvency practitioner to liquidate the company’s assets, settle any liabilities, and distribute the remaining funds to shareholders in a way that can be tax-efficient.

The key tax advantage of an MVL lies in the treatment of the distributions to shareholders. These are typically classified as capital rather than income, which means shareholders may pay Capital Gains Tax (CGT) instead of Income Tax on the distributions they receive. This distinction can lead to substantial tax savings, especially if shareholders can apply for Business Asset Disposal Relief (BADR), formerly known as Entrepreneurs’ Relief. BADR significantly reduces the CGT rate for qualifying assets, allowing directors and shareholders to retain a larger portion of the company’s value.

To proceed with an MVL, the directors must first declare that the company is solvent and can settle its debts within 12 months. This declaration of solvency is a serious legal statement; it requires accurate financial assessment and should be undertaken with professional advice.

While an MVL is more costly upfront due to the involvement of an insolvency practitioner, the potential tax savings can far outweigh these initial costs, making it a highly attractive option for companies with ample assets. Moreover, the formal process ensures that all company affairs are concluded legally and professionally, providing peace of mind to directors and shareholders that all obligations have been met.

For directors considering their options for closing a company, an MVL offers a blend of tax efficiency and professional oversight. It ensures that the closure process is handled with the utmost care, potentially resulting in significant financial benefits to the shareholders. However, it’s essential to consult with financial and legal professionals to navigate this process effectively, ensuring compliance with all regulatory requirements and maximising tax advantages.

Eligibility Criteria for Business Asset Disposal Relief

Business Asset Disposal Relief (BADR), formerly known as Entrepreneurs’ Relief, is designed to reduce the amount of Capital Gains Tax (CGT) that individuals pay on the gains from the disposal of qualifying business assets. It’s a significant consideration for UK business owners and shareholders when closing a company or selling business assets, as it can reduce the CGT rate to 10% on disposals of qualified assets, up to a lifetime limit of £1 million. To be eligible for BADR, individuals and businesses must meet certain criteria:

1. Personal Company: The company must be a ‘personal company’ for the individual claiming the relief. This means the individual must hold at least 5% of the ordinary share capital and have at least 5% of the voting rights. Additionally, they should be entitled to at least 5% of the company’s distributable profits and at least 5% of the assets available for distribution to equity holders on a winding up.
2. Trading Company or Holding Company of a Trading Group: The company must be a trading company or the holding company of a trading group. This requires that the main activities of the company/group are in trading rather than investment.
3. Employee or Officer: The individual must have been an employee or officer of the company (or one in the same group) throughout a specified period, typically 24 months leading up to the date of the business disposal.
4. Minimum Holding Period: The assets must have been held for at least two years before the disposal. This period is crucial for the relief’s eligibility and applies to disposals on or after 6 April 2019.
5. Disposal of Business: The relief applies to the disposal of part or all of a business, shares in a personal company, or assets used by the business or company at the time it was sold.
6. Lifetime Limit: There is a lifetime limit of £1 million of gains that can qualify for BADR. This cap affects the amount of relief an individual can claim over their lifetime.

It’s essential for individuals considering claiming BADR to carefully assess their eligibility against these criteria, as they form the basis for determining whether the relief can be applied. Given the complexities involved, seeking advice from a tax professional is highly recommended to ensure compliance and to maximise the tax benefits associated with the disposal of business assets.

FAQ: How to Close a Limited Company Without Paying Tax