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Members’ Voluntary Winding Up

You can choose to liquidate your limited company (also called ‘winding up’ a company).

Liquidation is the process of winding up the affairs of a company before dissolution and can be used in solvent (Members' Voluntary Winding Up) and insolvent (Creditors' Voluntary Winding Up or Winding Up by Court) situations. 

The company will stop doing business and employing people. The company will not exist once it’s been removed (‘struck off’) from the companies register at the ROCBN.

When you liquidate a company, its assets are used to pay off its debts. Any money left goes to shareholders. 

There are 3 types of liquidation:

  • Creditors’ voluntary liquidation - your company cannot pay its debts and you involve your creditors when you liquidate it

  • Members’ voluntary winding up (liquidation) - your company can pay its debts but you want to close it

  • Compulsory liquidation (Winding up by court) - your company cannot pay its debts and you apply to the courts to liquidate it

Members’ Voluntary Winding Up

A company may decide to wind up its affairs voluntarily if the directors believe that the company will be able to pay its debts, in full, within 12 months from the commencement of the winding up. The company will appoint one or more liquidators, to wind up its affairs of the company and distributing its assets.

Companies may decide to wind up its affairs voluntarily if: 

  • When the period (if any) fixed for the duration of the company by the articles expires, or the event (if any) occurs, on the occurrence of which the articles provide that the company is to be dissolved, and the company in general meeting has passed a resolution requiring it be wound up voluntarily; and

  • Company resolves by special resolution for the Company to be wound up voluntarily.