Liquidate a company you do not want to run anymore

You may choose members’ voluntary liquidation if your company is ‘solvent’ (can pay its debts) and one of the following applies:

  • you want to retire
  • you want to step down from the family business and nobody else wants to run it
  • you do not want to run the business any more

To pass a resolution for members’ voluntary liquidation, you must:

  • make a ‘Declaration of solvency’ - English and Welsh companies
  • ask the Accountant in Bankruptcy for form 4.25 (Scot) - Scottish companies

You’ll need to review the company’s assets and liabilities just before making the declaration.

Make a declaration of solvency

Write a statement saying that the directors have assessed the company and believe it can pay its debts, with interest at the official rate. You should also include:

  • the name and address of the company
  • the names and addresses of the company’s directors
  • how long it will take the company to pay its debts - this must be no longer than 12 months from when the company’s liquidated

You also need to include the statement of the company’s assets and liabilities.

After you’ve signed the declaration or form

There are 5 further steps to members’ voluntary liquidation.

  1. Sign the declaration or form 4.25 (Scot) - it must be signed by the majority of directors in front of a solicitor or ‘notary public’.

  2. Call a general meeting with shareholders no more than 5 weeks later and pass a resolution for voluntary winding up.

  3. At the meeting appoint an authorised insolvency practitioner as a liquidator who will take charge of winding up the company. You can find an insolvency practitioner online.

  4. Advertise the resolution in The Gazette within 14 days.

  5. Send your signed declaration to Companies House or form 4.25 (Scot) to the Accountant in Bankruptcy (for Scottish companies) within 15 days of passing the resolution.

Companies House
Crown Way
Cardiff CF14 3UZ

When the liquidator is appointed they take control of the company. Your responsibilities as a director will change.