Company voluntary liquidation procedure

Company voluntary liquidation procedure

The CVL begins on the date of passing of the resolution to wind up the company. In a CVL the directors must before the end of 7 days since passing the resolution to wind up the company, send a statement of affairs to the creditors. This statement of affairs has prescribed contents and must include details of the company's assets, debts and liabilities, the details of the creditors and any securities held by them. It must be verified by some of or all the directors by a statement of truth.

At the same meeting where the resolution is passed for the winding-up, the directors will nominate a person to be the liquidator in the CVL. The directors must, however, also send to the creditors a notice (which has prescribed contents) requesting them to make a nomination for a liquidator by way of either:

  • the deemed consent procedure; or
  • a virtual meeting.

This notice must contain the date of the winding-up resolution, the identification and contact details of the liquidator nominated by the directors, how decisions are to be made and other details of how further information about the company's creditors and affairs may be obtained.

If the deemed consent procedure is used, the liquidator will give the creditors notice of the matter they need to decide on, the procedure for and effect of objecting. If less than 10% in value of the creditors object to the decision, the decision will be regarded as having been made. If 10% or more in value object, the decision is not made. In this case, the directors must seek the nomination for a liquidator by holding a physical creditors' meeting. To do this they will send a notice (with prescribed content) to the creditors informing them that the preceding decision procedure has been superseded because of the necessity to hold a physical meeting. The convener of the meeting may however permit remote attendance of the meeting.

In Northern Ireland the directors will convene a creditors' meeting for nomination of a liquidator. The creditors' meeting has to be held no later than 14 days after the special resolution was passed. Creditors must get notice of the meeting at least 7 days before the date of the meeting. The notice to the creditors must either include the name and address of a person qualified to act as an insolvency practitioner that will provide to the creditors any information about the company's affairs that are requested or it must state where creditors will be able to view a list of the company's creditors. The meeting must be advertised in the Gazette and in at least in 2 other media outlets. This is commonly two local newspapers in the area the company operates. One of the directors will preside over the meeting and will present the statement of the company's affairs to the meeting. This statement will be in Form 4.20 At the creditors' meeting the members' nomination of liquidator, if any, will either be approved or the creditors' meeting will appoint a different person as liquidator.

If the creditors nominate no liquidator and doesn't approve the company's nomination, the company's nomination will be the liquidator. If the company and the creditors nominate different people, the creditors' nomination will be the liquidator unless the company successfully objects to court. The liquidator must within 14 days of their appointment, give notice of it in the Gazette and to the registrar of companies.

At the same time that the creditors are invited to nominate a liquidator they will be invited to form a creditors committee of maximum 5 creditors by nominating individuals from their group by a specified date. The company may also select up to 5 people to be members of this committee.

The liquidator will proceed to wind up the company's business and distribute its assets to the company's creditors and any surplus will be paid to the shareholders. The liquidator must provide the members and creditors of the company, and any other prescribed persons, with written progress reports in which they set out the progress made with the winding up of the company and any issues that have arisen.

The CVL ends with the liquidator drawing up a final account of the winding-up, setting out how it was conducted and how the company's property has been disposed of. This final account must, within 14 days of being drawn up, be sent to the members and creditors of the company. The creditors must also be sent a notice to inform them that they may object to the liquidator's release and what the effect of an objection would be. Within 7 days of the lapsing of the period for objecting to the liquidator's release, the liquidator must send a copy of the account to the registrar of companies together with a statement as to whether any creditor objected to his release. The liquidator vacates office as soon as this has been done. If there were no objections the liquidator will be released on the same day, otherwise on a date determined by the Secretary of State. Three months after the registrar received and registered the final account and notice, the company will be deemed to be dissolved.