Does closure of my limited company impact my tax obligations?

a woman sat at her desk wondering if company closure of limited company affects tax obligations.

Closing down a limited company is a significant decision that often accompanies a wealth of considerations, particularly in terms of tax obligations. This process can be fraught with complications and necessitates a comprehensive understanding of the various routes available, each of which carries its own set of implications. For company directors, gaining a thorough grasp of the effects that these actions can have on their tax obligations, including voluntary strike off and informal liquidation, is crucial to managing the closure in the most efficient manner. Furthermore, it is important to consider the impact on dividends and share capital. This article answers the question does closure affect tax obligations.

Many directors express apprehensions about the tax repercussions of shutting their limited company, especially concerning capital gains tax, dividends, and the possibility of unexpected liabilities. Such concerns are valid given the intricacies of UK tax laws and the potential for unforeseen charges or penalties if not correctly managed. This article aims to shed light on these concerns, provide clarification on the potential impact of various closure methods like voluntary strike off, and present options for managing your tax obligations effectively and legally when closing down your company. Additionally, it is important to ensure that all necessary paperwork is filed with Companies House to properly dissolve the company and avoid any future issues related to its profits.

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Ways to Close a Limited Company Without Paying Excessive Tax

For directors looking to close their limited company, understanding the different ways to go about it without incurring excessive taxes is crucial. Among the most efficient methods are the Members Voluntary Liquidation (MVL) and the voluntary strike-off process. Hiring a liquidator can help streamline the closure process, while notifying Companies House is a necessary step. It is also important to consider the company’s share capital and profits when deciding on the best approach.

Members Voluntary Liquidation (MVL)

An MVL is an option available to solvent companies, meaning those that can meet their financial obligations. It’s a formal process where the directors of the company declare that they can pay off their debts, including any potential liabilities, within a period of 12 months. A licensed insolvency practitioner is then appointed to liquidate the company and distribute any remaining assets among the shareholders. The appeal of an MVL lies in its tax efficiency. Any distribution of assets is considered a capital gain rather than income, making it subject to CGT instead of income tax. For many, this could potentially result in a lower tax liability due to the availability of the Business Asset Disposal Relief (previously known as Entrepreneurs’ Relief) and the annual tax-free allowance for capital gains.

When you decide to wind up, you would be liable to pay Capital Gains Tax in the case of a Members Voluntary Liquidation and the possibility of an Informal Strike-off if the gains are £25,000 or less.

For more information on Members Voluntary Liquidation on Company Doctor

Voluntary Strike Off

The voluntary strike-off process, on the other hand, is a simpler and less expensive way to close a solvent company. However, it’s important to note that this option is most suitable for companies with few or no assets, as any remaining assets will pass to the Crown. The process involves ceasing trading and settling any debts, then applying to Companies House to strike off the company. But caution is needed here, too, as income tax charges could apply if the distribution of assets is deemed a dividend. In such case, HMRC may assess the profits and share capital involved.

Received a Bounce Back Loan?

If your company has received a Bounce Back Loan, the implications on the closure of your company can be significant. This loan scheme was designed to help companies survive the financial impact of the COVID-19 pandemic, offering loans between £2,000 up to 25% of a business’ turnover. As the loan is made to the company and not to the directors, it is considered a company debt. If the company is liquidated without repaying the loan, it will be written off unless there has been fraudulent activity. However, it’s essential to consult with a licensed insolvency practitioner before proceeding with liquidation, as they can advise on the best course of action depending on your specific circumstances.

In conclusion, while there are tax-efficient ways to close a company, such as through a voluntary strike off, they involve careful planning and professional help. By engaging the services of a licensed insolvency practitioner, company directors can ensure that they’re taking the right steps towards a compliant and efficient company closure. It is important to consider the company’s profits and consult with HMRC to ensure compliance with tax regulations. Additionally, by seeking professional assistance, directors can maximize their tax savings and potentially reduce their tax liability by a certain percentage.

How do I decide whats best for me?

When deciding between Strike-Off and a Members’ Voluntary Liquidation, it’s essential to seek specialist advice to close a limited company. Your advisor will evaluate your personal tax circumstances and the profits available for distribution among shareholders.

The following example may help you decide which option is most suitable for your needs.

As an illustration, let’s consider a scenario where a single director/shareholder intends to close their company on April 30th, 2022.

Here are the assumptions we’ll make:

  • The company has retained profits amounting to £90,000.
  • The informal strike-off aims to lower this figure to £25,000 by distributing dividends of £65,000.
  • No dividends have been taken in the 2022/23 tax year thus far.
  • The director did not take a salary from the company.
  • The director has PAYE earnings of £60,000 from other employment, meaning that dividend tax must be paid at the higher rate of 33.75%.
  • The director has no other income for the 2022/23 tax year.
  • The director did not sell any personal assets in the year and has not utilized any capital gain allowances.
  • The dividend tax-free allowance for the 2022/23 tax year is £2,000.
Informal strike-offMVL
Retained earnings of company£90,000£90,000
Dividend to be taken from the company before 30th April 2022-£65,000(£2,000) (1)
Retained earnings after dividend paid£25,000£88,000
Annual capital exemption used (2)-£12,300-£12,300
Amount of Capital Gain£12,700£75,700
Capital Gains Tax Payable (3)£1,270£7,570
Dividend Tax Payable at 33.75%£21,263 (4)None
MVL advisor fee (estimated)None£2,500
Total tax and fees for comparison (5)£22,533 (6)£10,070 (7)
  1. Utilize the tax-free dividend allowance and refrain from issuing any other dividends.
  2. The individual capital allowance for the 2022/23 tax year is £12,300.
  3. The Business Asset Disposal Relief rate of Capital Gains for the 2022/23 tax year is 10%.
  4. A dividend of £65,000 results in a tax of £21,263 (i.e., £63,000 at a rate of 33.75% after deducting the £2,000 tax-free dividend allowance).
  5. Personal tax planning may help to reduce the tax liability.
  6. The total tax liability would be £22,533 (i.e., £1,270 in capital gains plus £21,263 in dividend tax).
  7. £7,570 and £2,500

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Understanding Capital Gains Tax for Limited Companies

When a company is closed, the understanding of CGT becomes particularly important. Essentially, Capital Gains Tax is a levy charged on the profit (the ‘gain’) that is made when a company sells or disposes of an asset that has increased in value. In the context of a limited company closure, any remaining company assets, including property, investments, or shares, can be subject to CGT when they are distributed to shareholders.

The process of an MVL, as we discussed in the previous section, is considered a disposal of assets. This means that any distribution of assets made to shareholders during the liquidation process is treated as a capital gain, rather than as income. Consequently, this distribution will be subject to CGT rather than income tax. This can be highly advantageous, as the tax rate for capital gain can be significantly lower than that of income tax, depending on your personal tax situation. For basic rate taxpayers, the CGT rate is currently 10%, while for higher and additional rate taxpayers, the rate is 20%.

There’s another significant advantage associated with CGT, and that’s the Business Asset Disposal Relief. This relief was formerly known as Entrepreneurs’ Relief before its rebranding in 2020. If you qualify for this relief, you will only have to pay a 10% CGT on gains on qualifying assets, which is a substantial reduction from the regular rates. To qualify, you should have owned the business for at least two years before the date you close it. The relief applies to the first £1 million of qualifying gains in your lifetime, meaning it can result in substantial tax savings.

One crucial aspect to remember is that tax matters are complex, and the rules around CGT and Business Asset Disposal Relief can change. Therefore, professional help from a licensed IP is invaluable to ensure that you fully understand your tax liabilities and are making the most of available reliefs.

In conclusion, understanding Capital Gains Tax and its implications is crucial when closing a limited company. With careful planning and professional advice, it’s possible to minimise the tax liabilities arising from the distribution of company assets, ensuring the company closure process is as tax-efficient as possible.

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Tax Implications of Closing a Limited Company

When it comes to closing a limited company, the tax implications can seem overwhelming for many company directors. Understanding the various tax obligations and how they are impacted by the decision to close a company is crucial to ensure compliance with HMRC regulations and prevent any unexpected surprises.

One primary tax implication to be aware of is the Corporation Tax. When winding down a company, the directors need to calculate and pay any corporation tax due within nine months and one day of the company’s accounting period end. This includes profits made in the final period up until the day the company ceases trading. It’s also worth noting that dormant companies aren’t generally subject to corporation tax, but it’s always wise to confirm with a tax specialist to ensure compliance.

Another area of consideration is the income tax. If the company has made a profit, the directors and shareholders may wish to take this as a dividend. The taxation of dividends is linked to the individual’s tax status, so basic rate taxpayers, higher rate taxpayers, and additional rate taxpayers will pay different rates of tax. Understanding the different tax rates can help company directors and shareholders make informed decisions on the most tax-efficient way of extracting the profits.

In the case of an insolvent company going through liquidation, the tax implications can be different. Any remaining tax liabilities would rank equally with the company’s other debts in the liquidation process. It’s crucial to appoint a licensed IP in such cases who can guide you through the process and help ensure all tax obligations are met.

Potential Risks and Penalties

Closing a limited company requires careful attention to various aspects, including tax evasion, tax avoidance, personal tax, dividend tax, and failing to comply with these obligations can lead to potential risks and penalties. As a company director, it is vital to understand these potential pitfalls to navigate the closure process efficiently and lawfully.

One significant risk involves the misuse of the MVL process. An MVL requires a sworn declaration of solvency by the company directors, confirming that the company can pay its debts in full within 12 months. If the company is found to be insolvent during the MVL process, it could result in serious consequences for the directors, including personal liability for company debts and possible disqualification as directors.

Tax avoidance and evasion are also considerable risks. Using strategies such as artificially reducing your income to evade taxes can lead to serious penalties from HMRC, including heavy fines and potential prosecution. Remember, tax efficiency is about making use of legal methods to minimise tax liability, not evading tax obligations.

Failing to pay any due taxes, including Corporation Tax, VAT, or PAYE, can also result in penalties. If the company is insolvent and enters liquidation, any unpaid taxes will be included in the company’s total debt. The appointed liquidator has the duty to distribute any company assets to settle these debts.

Closing a company does not automatically erase its tax liabilities. If there are outstanding tax payments at the time of strike-off, HMRC can object to the dissolution and the company may be restored to the Companies House Register for the debts to be pursued.

In conclusion, company directors need to ensure they are following all rules and regulations when closing their company to avoid potential risks and penalties. Professional advice from licensed insolvency practitioners or tax specialists like the team at Company Doctor can help navigate the process in a legal and efficient manner.

How to close a limited company without paying tax – Conclusion

In closing, the decision to wind up a limited company is no small feat, with several tax implications to consider. While options such as a Members Voluntary Liquidation (MVL) and Business Asset Disposal Relief can provide tax-efficient ways to proceed, the complexity of these processes means that professional advice is often essential. Ensuring you are well-informed and seeking appropriate guidance is critical in meeting your tax obligations without incurring unnecessary costs.

If your company is insolvent and facing liquidation, consider partnering with the specialists at Company Doctor. Our team is well-versed in Creditors Voluntary Liquidations and can help guide your company through the process, ensuring legal compliance and financial efficiency at every step. Contact us today on 0800 169 1536 to learn how we can help you navigate your company’s next steps with confidence and ease.

For more information on Creditors Voluntary Liquidation.

Frequently Asked Questions (FAQs)

Can I close my limited company without paying tax?

In a perfect world, that might be ideal, but it’s not usually possible in reality. Closing a limited company will typically involve some tax liabilities, such as Capital Gains Tax on the disposal of company assets. However, there are methods, such as an MVL, that can potentially reduce the tax payable. Always seek professional advice to understand the best course of action for your situation.

What is the difference between voluntary and compulsory liquidation?

Voluntary liquidation, as the name suggests, is initiated by the company directors and shareholders. It can be conducted when a company is solvent (MVL) or insolvent (Creditors Voluntary Liquidation, or CVL). Compulsory liquidation, on the other hand, is typically forced upon a company by its creditors through a court order when the company cannot pay its debts.

How does a ‘bounce back loan’ affect my company’s closure?

If your company has received a ‘bounce back loan’, it needs to be repaid in full before closure. If the company is unable to repay it, professional advice should be sought as it can complicate the closure process.

How does a Members Voluntary Liquidation (MVL) work?

An MVL is a tax-efficient way to close a solvent company. The process involves a licensed insolvency practitioner who takes control of the company, repays all debts, and distributes remaining assets amongst shareholders. These distributions are treated as capital gains rather than income, which can result in lower tax.

Can I avoid paying Capital Gains Tax when closing my limited company?

You can’t completely avoid paying Capital Gains Tax, but you may be eligible for Business Asset Disposal Relief (previously known as Entrepreneurs’ Relief), which reduces the rate of CGT to 10% on qualifying assets. To qualify for this relief, certain conditions must be met, including owning the business for at least two years before closure.


The primary sources for this article are listed below.

Corporation Tax: general enquiries – GOV.UK (

Close down your company – GOV.UK (

Business Asset Disposal Relief: Eligibility – GOV.UK (

Capital Gains Tax: – GOV.UK (

Details of our standards for producing accurate, unbiased content can be found in our editorial policy here.

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