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You may choose members鈥� voluntary liquidation if your company is 鈥榮olvent鈥� (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

Make a declaration of solvency

To pass a resolution for members鈥� voluntary liquidation, you must make a 鈥榙eclaration of solvency鈥�.

You鈥檒l need to review the company鈥檚 assets and liabilities.

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鈥檚 directors
• how long it will take the company to pay its debts - this must be no longer than 12 months from when the company鈥檚 liquidated

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

After you鈥檝e signed the declaration or form

There are 5 further steps to members鈥� 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 鈥榥otary public鈥�.

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 within 14 days.

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