Creditors Voluntary Liquidation
A Creditors Voluntary Liquidation (CVL)[1]Trusted Source – .GOV- Arrange liquidation with your creditors is a process allowing the directors of a limited company to close a company with debt voluntarily.
Directors or shareholders initiate it as a preferable alternative to being forced into a compulsory liquidation via a winding-up petition.
The Creditors’ Voluntary Liquidation process must be carried out by a licensed insolvency practitioner and agreed upon via a shareholder’s vote.
Once the insolvent company has been liquidated, the debts are wiped out along with the limited company itself.
- What is a Creditors Voluntary Liquidation ?
- Why Put a Company into Voluntary Liquidation?
- What is the Process for Creditors’ Voluntary Liquidation?
- What are the Advantages and Disadvantages of Creditors Voluntary Liquidation?
- How Much Does a CVL Cost?
- What is the Timeline of a Creditors Voluntary Liquidation (CVL) ?
What is a Creditors Voluntary Liquidation ?
Creditors voluntary liquidation means that a company’s own shareholders vote to wind it up. Once directors have concluded that the logical decision is to close down the company, a 75% majority of shareholders is required to initiate the process.
With almost all CVL situations, the company has reached the point where it is either about to be forced into compulsory liquidation by creditors, or the directors recognise the company is insolvent and has no future.
Once appointed, the insolvency practitioner (IP) will close down the company and sell any assets to seek the best return for company creditors, in order of priority.
» MORE Read our full article on Who Gets Paid First in Liquidation
Once the Insolvency Practitioner (IP) has taken over, your role as director will cease, though you will be requested to provide certain pieces of information to the IP as the process unfolds.
Why Put a Company into Voluntary Liquidation?
Choosing liquidation means you’re taking steps to close the company correctly, you’re bringing in professional help, and you’re going to get creditor pressure off your back.
Typical reasons for putting a company into CVL include:
- to prevent imminent compulsory liquidation by creditors
- the business fails the insolvency test, and the directors wish to avoid the risks of wrongful trading that continuing would mean
- the company can’t pay major suppliers, or other priority bills when they fall due
- the limited company has defaulted an existing time to pay agreement with HMRC
- when a shift in your industry means that your key product or service is suddenly no longer viable, and unlikely to make a profit in the future
What is the Process for Creditors’ Voluntary Liquidation?
The process for conducting a Creditors’ Voluntary Liquidation is as follows:
(1) Appointing an Insolvency Practitioner (Liquidator)
Once you have discussed the possible liquidation with an insolvency expert to make sure it is the right decision for you, the next step is to appoint a liquidator. In a Creditors’ Voluntary Liquidation, the shareholders will appoint and pay for an authorised insolvency practitioner to act as the liquidator.
The liquidators appointment will then need to approved by the creditors at the creditors’ meeting.
This usually takes place three weeks after the initial engagement.
(2) The Meeting of Directors
The directors must hold a meeting to confirm that the company is insolvent and that steps are being taken to place the company into a CVL.
A meeting of the company directors can be called straight away. This process can take place particularly quickly if it’s a small company with only a handful of directors.
(3) Consent to Short Notice
If 90 percent of the company’s shareholders sign a ‘Consent to Short Notice”, the shareholders’ meeting can be called and held immediately.
If the shareholders do not agree, a notice period of 14 days will need to be given before the shareholders’ meeting can be held.
(4) The Shareholders’ Meeting
The shareholders’ meeting will generally occur immediately before the creditors’ meeting. If the shareholders agree to the liquidation, they can then confirm the directors’ choice of liquidator.
(5) The Creditors’ Meeting
After the shareholders’ meeting, there must be a creditors’ meeting, which is often held on the same day, usually remotely, unless requested otherwise.
Creditors must receive a statutory minimum of 7 days notice of the meeting, although within 14 days is considered to be better practice. Often creditors will receive 3-4 weeks’ notice.
(6) Liquidation of the Company
At this point, the liquidation of the company can go ahead. From start to finish the time it takes to complete the CV sale of assets can vary dramatically depending on the complexity of the case.
However, in the vast majority of cases (around 80 percent), we would expect the process to take between 2-3 months. In more complex cases it can take as long as 12-24 months.
What are the Advantages and Disadvantages of Creditors Voluntary Liquidation?
Advantages
- Directors benefit from more control than a compulsory process
- Less risk of wrongful trading
- Creditor pressure is instantly removed
- Directors have the possibility to buy back assets
- Directors can claim redundancy
Disadvantages
- The company will be permanently closed
- All staff must be made redundant
- Personal guarantees will be called in
- Voluntary Liquidation is a public process that is advertised in the Gazette, a journal of public record
How Much Does a CVL Cost?
The CVL of a small company costs between £4000-6000 + VAT. This will vary depending on the complexity of the case.
Some company directors, aware of the business situation, delay putting their company into creditors’ voluntary liquidation for fear of being unable to pay for it. The critical point to remember is that assuming there are some company assets, any costs are taken from the liquidation itself.
The only time directors would have to pay for the liquidation out of their own pockets is where the company assets fall below the basic cost of the liquidation.
What is the Timeline of a Creditors Voluntary Liquidation (CVL) ?
On average a CVL process will take a year to complete, from start to finish.
The basic timeline is as follows:
(1) The first step is to call a shareholders’ meeting. Shareholders must be given 14 days’ notice of the meeting. However, the meeting can be held at shorter notice if 95% of shareholders are in agreement.
(2) From the day after the shareholders’ meeting (where the company is wound up and a liquidator is nominated), the company directors have seven days to deliver a notice to creditors, requesting their vote on the resolutions passed.
(3) The decision date or meeting on these resolutions should be no earlier than three days after the notice is delivered and no later than 14 days after the shareholders’ meeting.
(4) Once the formal process begins, the time to liquidate will vary depending on the complexity and other factors. In a straightforward situation, it might take 3 months, but 12 months would be a more typical timeframe.
What are Creditors Rights in a Voluntary Liquidation?
The creditors are entitled to see a list of all creditors of the company and to view a summary of the Statement of Affairs at the Meeting of Creditors. They are asked to vote to approve the Liquidator and can even create a committee to control liquidation costs
Creditors are paid by order of priority from the sale of the company assets.
Registered creditors will be invited to a Meeting of Creditors and notified at least seven days before the meeting. The meeting will be online unless specific circumstances require a physical meeting.
At the Meeting of Creditors they can:
- Vote on the appointment of the liquidator
- Ask questions of the liquidating company director/s
- View a sworn Statement of Affairs [A list of the company assets and liabilities]
- View a history of the liquidating company up to its liquidation
- View a summary of all claims of all creditors
Creditors who do not want to attend can vote by Proxy on the liquidators’ appointment. A report of what happened at the Meeting of Creditors will be sent within 28 days of the meeting taking place
What Happens to Directors in a Creditors Voluntary Liquidation?
After a liquidator has been appointed, the director’s conduct in the period leading up to the insolvency will be under scrutiny.
If the director did not act in the best interests of creditors or behaved in a manner not strictly legal, he may face accusations of wrongful trading[2]Trusted Source – Legislation- Insolvency Act 1986, Wrongful Trading, and there is the potential to be held personally liable for part or all of the company debts.
If you’re a company director, we can also advise you on where liquidation would bring with it director’s redundancy payment.
» MORE Read our full article on Directors Redundancy Payments in Insolvency
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Creditors Voluntary Liquidation FAQs
A CVL is a process where a company that is unable to pay its debts is voluntarily liquidated (i.e., its assets are sold) with the proceeds distributed to its creditors. This process is usually initiated by the company’s directors, who will appoint a liquidator to manage the process.
Who can initiate a CVL?
A CVL can be initiated by the company’s directors, or by a majority of the company’s creditors.
What are the steps involved in a CVL?
The steps involved in a CVL include the appointment of a liquidator, the investigation of the company’s affairs by the liquidator, the sale of the company’s assets, and the distribution of the proceeds to the company’s creditors.
What happens to the company’s employees during a CVL?
During a CVL, the company’s employees will typically be made redundant, and will be entitled to claim any unpaid wages or redundancy pay from the government’s Redundancy Payments Office.
What happens to the company’s directors during a CVL?
During a CVL, the company’s directors may be held liable for any wrongful trading or other misconduct that contributed to the company’s financial difficulties. They may also be required to provide information and assistance to the liquidator in the investigation of the company’s affairs.
What happens to the company’s creditors during a CVL?
During a CVL, the company’s creditors will be ranked in priority order, and will be paid from the proceeds of the sale of the company’s assets in accordance with that ranking. The company’s secured creditors, such as banks, will typically be paid first, followed by unsecured creditors such as suppliers and employees.
What happens to the company’s shareholders during a CVL?
During a CVL, the company’s shareholders will typically receive nothing, as the proceeds of the sale of the company’s assets are used to pay the company’s creditors.
The primary sources for this article are listed below, including the relevant laws and Acts which provide their legal basis.
You can learn more about our standards for producing accurate, unbiased content in our editorial policy here.
- Trusted Source – .GOV- Arrange liquidation with your creditors
- Trusted Source – Legislation- Insolvency Act 1986, Wrongful Trading
